Exhibit 10.1
 


 


$25,000,000


CREDIT AGREEMENT


Dated as of June 4, 2007


among


ATS
CORPORATION, 

as Borrower,


BANK OF AMERICA,
N.A., 
 as Administrative Agent, L/C
Issuer &


Swing Line Lender,


and


The Other Lenders Party Hereto


BANC OF
AMERICA SECURITIES LLC,


as


Sole Lead
Arranger and Sole Book Manager


 



   
 















TABLE OF CONTENTS


 


	
  Section

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE I.  DEFINITIONS AND ACCOUNTING
  TERMS

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.01

  	
   

  	
  Defined Terms

  	
   

  	
  1

  
	
  1.02

  	
   

  	
  Other Interpretive Provisions

  	
   

  	
  20

  
	
  1.03

  	
   

  	
  Accounting Terms

  	
   

  	
  21

  
	
  1.04

  	
   

  	
  Rounding

  	
   

  	
  22

  
	
  1.05

  	
   

  	
  Times of Day

  	
   

  	
  22

  
	
  1.06

  	
   

  	
  Letter of Credit Amounts

  	
   

  	
  22

  
	
  1.07

  	
   

  	
  Covenant Adjustments

  	
   

  	
  22

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II.  THE COMMITMENTS AND CREDIT
  EXTENSIONS

  	
   

  	
  22

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.01

  	
   

  	
  Committed Loans

  	
   

  	
  22

  
	
  2.02

  	
   

  	
  Borrowings

  	
   

  	
  23

  
	
  2.03

  	
   

  	
  Letters of Credit

  	
   

  	
  23

  
	
  2.04

  	
   

  	
  Swing Line Loans

  	
   

  	
  32

  
	
  2.05

  	
   

  	
  Prepayments

  	
   

  	
  35

  
	
  2.06

  	
   

  	
  Termination or Reduction of Commitments

  	
   

  	
  35

  
	
  2.07

  	
   

  	
  Repayment of Loans

  	
   

  	
  36

  
	
  2.08

  	
   

  	
  Interest

  	
   

  	
  36

  
	
  2.09

  	
   

  	
  Fees

  	
   

  	
  36

  
	
  2.10

  	
   

  	
  Computation of Interest and Fees

  	
   

  	
  37

  
	
  2.11

  	
   

  	
  Evidence of Debt

  	
   

  	
  37

  
	
  2.12

  	
   

  	
  Payments Generally; Agent’s Clawback

  	
   

  	
  38

  
	
  2.13

  	
   

  	
  Sharing of Payments

  	
   

  	
  40

  
	
  2.14

  	
   

  	
  Increase in Commitments

  	
   

  	
  40

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III.  TAXES, YIELD PROTECTION AND
  ILLEGALITY

  	
   

  	
  42

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.01

  	
   

  	
  Taxes

  	
   

  	
  42

  
	
  3.02

  	
   

  	
  [Reserved]

  	
   

  	
  43

  
	
  3.03

  	
   

  	
  [Reserved]

  	
   

  	
  43

  
	
  3.04

  	
   

  	
  Increased Costs

  	
   

  	
  43

  



 



 i
 









 


	
  3.05

  	
   

  	
  [Reserved]

  	
   

  	
  44

  
	
  3.06

  	
   

  	
  Mitigation Obligations

  	
   

  	
  44

  
	
  3.07

  	
   

  	
  Survival

  	
   

  	
  45

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV.  CONDITIONS PRECEDENT TO
  CREDIT EXTENSIONS

  	
   

  	
  45

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.01

  	
   

  	
  Conditions of Initial Credit Extension

  	
   

  	
  45

  
	
  4.02

  	
   

  	
  Conditions to all Credit Extensions

  	
   

  	
  47

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V.  REPRESENTATIONS AND WARRANTIES

  	
   

  	
  48

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.01

  	
   

  	
  Existence, Qualification and Power

  	
   

  	
  48

  
	
  5.02

  	
   

  	
  Authorization; No Contravention

  	
   

  	
  48

  
	
  5.03

  	
   

  	
  Governmental Authorization; Other Consents

  	
   

  	
  49

  
	
  5.04

  	
   

  	
  Binding Effect

  	
   

  	
  49

  
	
  5.05

  	
   

  	
  Financial Statements; No Material Adverse Effect; No
  Internal Control Event

  	
   

  	
  49

  
	
  5.06

  	
   

  	
  Litigation

  	
   

  	
  50

  
	
  5.07

  	
   

  	
  No Default

  	
   

  	
  50

  
	
  5.08

  	
   

  	
  Ownership of Property; Liens

  	
   

  	
  50

  
	
  5.09

  	
   

  	
  Environmental Compliance

  	
   

  	
  50

  
	
  5.10

  	
   

  	
  Insurance

  	
   

  	
  50

  
	
  5.11

  	
   

  	
  Taxes

  	
   

  	
  50

  
	
  5.12

  	
   

  	
  ERISA Compliance

  	
   

  	
  51

  
	
  5.13

  	
   

  	
  Subsidiaries

  	
   

  	
  51

  
	
  5.14

  	
   

  	
  Margin Regulations; Investment Company Act

  	
   

  	
  51

  
	
  5.15

  	
   

  	
  Disclosure

  	
   

  	
  52

  
	
  5.16

  	
   

  	
  Compliance with Laws

  	
   

  	
  52

  
	
  5.17

  	
   

  	
  Taxpayer Identification Number

  	
   

  	
  52

  
	
  5.18

  	
   

  	
  Intellectual Property; Licenses, Etc

  	
   

  	
  52

  
	
  5.19

  	
   

  	
  Rights in Collateral; Priority of Liens

  	
   

  	
  52

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI.  AFFIRMATIVE COVENANTS

  	
   

  	
  52

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.01

  	
   

  	
  Financial Statements

  	
   

  	
  53

  
	
  6.02

  	
   

  	
  Certificates; Other Information

  	
   

  	
  54

  
	
  6.03

  	
   

  	
  Notices

  	
   

  	
  56

  



 



 ii
 









 


	
  6.04

  	
   

  	
  Payment of Obligations

  	
   

  	
  56

  
	
  6.05

  	
   

  	
  Preservation of Existence, Etc

  	
   

  	
  56

  
	
  6.06

  	
   

  	
  Maintenance of Properties

  	
   

  	
  56

  
	
  6.07

  	
   

  	
  Maintenance of Insurance

  	
   

  	
  57

  
	
  6.08

  	
   

  	
  Compliance with Laws

  	
   

  	
  57

  
	
  6.09

  	
   

  	
  Books and Records

  	
   

  	
  57

  
	
  6.10

  	
   

  	
  Inspection Rights

  	
   

  	
  57

  
	
  6.11

  	
   

  	
  Use of Proceeds

  	
   

  	
  57

  
	
  6.12

  	
   

  	
  Financial Covenants

  	
   

  	
  57

  
	
  6.13

  	
   

  	
  Additional Subsidiaries

  	
   

  	
  58

  
	
  6.14

  	
   

  	
  Collateral Records

  	
   

  	
  58

  
	
  6.15

  	
   

  	
  Security Interests

  	
   

  	
  58

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VII.  NEGATIVE COVENANTS

  	
   

  	
  59

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.01

  	
   

  	
  Liens

  	
   

  	
  59

  
	
  7.02

  	
   

  	
  Investments

  	
   

  	
  61

  
	
  7.03

  	
   

  	
  Indebtedness

  	
   

  	
  61

  
	
  7.04

  	
   

  	
  Fundamental Changes

  	
   

  	
  62

  
	
  7.05

  	
   

  	
  Dispositions

  	
   

  	
  63

  
	
  7.06

  	
   

  	
  Restricted Payments

  	
   

  	
  63

  
	
  7.07

  	
   

  	
  Acquisitions

  	
   

  	
  64

  
	
  7.08

  	
   

  	
  Change in Nature of Business

  	
   

  	
  64

  
	
  7.09

  	
   

  	
  Transactions with Affiliates

  	
   

  	
  65

  
	
  7.10

  	
   

  	
  Burdensome Agreements

  	
   

  	
  65

  
	
  7.11

  	
   

  	
  Use of Proceeds

  	
   

  	
  65

  
	
  7.12

  	
   

  	
  Foreign Subsidiaries

  	
   

  	
  65

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VIII.  EVENTS OF DEFAULT AND
  REMEDIES

  	
   

  	
  65

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8.01

  	
   

  	
  Events of Default

  	
   

  	
  65

  
	
  8.02

  	
   

  	
  Remedies Upon Event of Default

  	
   

  	
  67

  
	
  8.03

  	
   

  	
  Application of Funds

  	
   

  	
  68

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IX.  ADMINISTRATIVE AGENT

  	
   

  	
  69

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.01

  	
   

  	
  Appointment and Authorization of Administrative
  Agent

  	
   

  	
  69

  



 



 iii
 









 


	
  9.02

  	
   

  	
  Rights as a Lender

  	
   

  	
  70

  
	
  9.03

  	
   

  	
  Exculpatory Provisions

  	
   

  	
  70

  
	
  9.04

  	
   

  	
  Reliance by Administrative Agent

  	
   

  	
  71

  
	
  9.05

  	
   

  	
  Delegation of Duties

  	
   

  	
  71

  
	
  9.06

  	
   

  	
  Resignation of Agent

  	
   

  	
  71

  
	
  9.07

  	
   

  	
  Non-Reliance on Agent and Other Lenders

  	
   

  	
  72

  
	
  9.08

  	
   

  	
  No Other Duties, Etc

  	
   

  	
  72

  
	
  9.09

  	
   

  	
  Administrative Agent May File Proofs of Claim

  	
   

  	
  72

  
	
  9.10

  	
   

  	
  Guaranty Matters

  	
   

  	
  73

  
	
  9.11

  	
   

  	
  Collateral Matters

  	
   

  	
  73

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE X.  MISCELLANEOUS

  	
   

  	
  74

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10.01

  	
   

  	
  Amendments, Etc

  	
   

  	
  74

  
	
  10.02

  	
   

  	
  Notices; Effectiveness; Electronic Communications

  	
   

  	
  76

  
	
  10.03

  	
   

  	
  No Waiver; Cumulative Remedies

  	
   

  	
  78

  
	
  10.04

  	
   

  	
  Expenses; Indemnity; Damage Waiver

  	
   

  	
  78

  
	
  10.05

  	
   

  	
  Payments Set Aside

  	
   

  	
  80

  
	
  10.06

  	
   

  	
  Successors and Assigns

  	
   

  	
  80

  
	
  10.07

  	
   

  	
  Treatment of Certain Information; Confidentiality

  	
   

  	
  84

  
	
  10.08

  	
   

  	
  Right of Setoff

  	
   

  	
  85

  
	
  10.09

  	
   

  	
  Interest Rate Limitation

  	
   

  	
  85

  
	
  10.10

  	
   

  	
  Counterparts; Integration; Effectiveness

  	
   

  	
  85

  
	
  10.11

  	
   

  	
  Survival of Representations and Warranties

  	
   

  	
  85

  
	
  10.12

  	
   

  	
  Severability

  	
   

  	
  86

  
	
  10.13

  	
   

  	
  Governing Law; Jurisdiction; Etc

  	
   

  	
  86

  
	
  10.14

  	
   

  	
  Waiver of Jury Trial

  	
   

  	
  87

  
	
  10.15

  	
   

  	
  No Advisory or Fiduciary Responsibility

  	
   

  	
  87

  
	
  10.16

  	
   

  	
  USA PATRIOT Act Notice

  	
   

  	
  88

  
	
  10.17

  	
   

  	
  Time of the Essence

  	
   

  	
  88

  



 



 iv
 









 


	
  SCHEDULES

  
	
  2.01

  	
   

  	
  Commitments and Applicable Percentages

  
	
  5.03

  	
   

  	
  Governmental Authorization; Consents

  
	
  5.06

  	
   

  	
  Litigation

  
	
  5.09

  	
   

  	
  Environmental Matters

  
	
  5.13

  	
   

  	
  Subsidiaries, Other Equity Investments and Equity
  Interests in Borrower

  
	
  7.01

  	
   

  	
  Existing Liens

  
	
  7.02

  	
   

  	
  Existing Investments

  
	
  7.03

  	
   

  	
  Existing Indebtedness

  
	
  10.02

  	
   

  	
  Administrative Agent’s Office, Certain Addresses for
  Notices

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXHIBITS

  
	
   

  
	
  Form
  of

  
	
  A

  	
   

  	
  Committed Loan Notice

  
	
  B

  	
   

  	
  Swing Line Loan Notice

  
	
  C

  	
   

  	
  Note

  
	
  D

  	
   

  	
  Compliance Certificate

  
	
  E

  	
   

  	
  Assignment and Assumption

  



 



 v















CREDIT AGREEMENT


CREDIT AGREEMENT (this “Agreement”)
is entered into as of June 4, 2007,  among ATS CORPORATION, a Delaware corporation (the “Borrower”),
each lender from time to time party hereto (collectively, “Lenders” and
individually, a “Lender”), and BANK OF
AMERICA, N.A., as
Administrative Agent, L/C Issuer, and Swing Line Lender.


The Borrower has requested that the Lenders provide a
revolving credit facility, and the Lenders are willing to do so on the terms
and conditions set forth herein.  In
consideration of the mutual covenants and agreements herein contained, the
parties hereto covenant and agree as follows:


ARTICLE I.      DEFINITIONS
AND ACCOUNTING TERMS


1.01        Defined Terms.  As used in this Agreement, the following
terms shall have the meanings set forth below:


“Accounts” means any and
all present and future right, title, and interest of the Loan Parties, or any
Loan Party, to the payment of money or other value for goods sold, leased or
licensed or for services rendered (whether or not earned by performance and
whether or not evidenced by a contract, instrument or document), however
evidenced or arising, together with any and all present and future
substitutions, removals, replacements, and proceeds of any of the foregoing,
and including without limitation, all property or rights that constitute “accounts”
of a Loan Party under the UCC.  For the
avoidance of doubt, amounts held as prepayment for, or deposit against, the
future sale, lease, or license of goods or for future services to be rendered
shall not be included in the foregoing definition.


“Acquisition” means the acquisition of
(i) a controlling equity or other controlling ownership interest in
another Person (including the purchase of an option, warrant or convertible or
similar type security to acquire such a controlling interest at the time it
becomes exercisable by the holder thereof), whether by purchase of such equity
or other ownership interest or upon the exercise of an option or warrant for,
or conversion of securities into, such equity or other ownership interest, or
(ii) assets of another Person which constitute all or substantially all of
the assets of such Person or of a line or lines of business conducted by such
Person.


“Administrative Agent” or “Agent” means
Bank of America in its capacity as administrative agent under any of the Loan
Documents, or any successor administrative agent.


“Administrative Agent’s Office” means Agent’s
address and, as appropriate, account as set forth on Schedule 10.02, or
such other address or account as Agent may from time to time notify the
Borrower and Lenders.


“Administrative Questionnaire” means an
Administrative Questionnaire in a form supplied by Agent.



 1
 









“Affiliate” means, with respect to any Person,
another Person that directly, or indirectly through one or more intermediaries,
Controls or is Controlled by or is under common Control with the Person
specified.


“Agent Fee Letter” has the meaning specified in
Section 2.09(b).


“Aggregate Commitments” means the Commitments
of all Lenders.


“Agreement” means this Credit Agreement.


“Applicable Percentage” means with respect to
any Lender at any time, the percentage (carried out to the ninth decimal place)
of the Aggregate Commitments represented by such Lender’s Commitment at such
time.  If the commitment of each Lender
to make Loans and the obligation of the L/C Issuer to make L/C Credit
Extensions have been terminated pursuant to Section 8.02 or if the
Aggregate Commitments have expired, then the Applicable Percentage of each
Lender shall be determined based on the Applicable Percentage of such Lender
most recently in effect, giving effect to any subsequent assignments.  The initial Applicable Percentage of each
Lender is set forth opposite the name of such Lender on Schedule 2.01 or
in the Assignment and Assumption pursuant to which such Lender becomes a party
hereto, as applicable.


“Applicable Rate” means, from time to time, the
following percentages per annum, based upon the Consolidated Leverage Ratio as
set forth in the most recent Compliance Certificate received by Agent pursuant
to Section 6.02(b):


Applicable Rate




	
  Pricing

  Level

  	
   

  	
  Consolidated

  Leverage Ratio

  	
   

  	
  Unused Fee

  	
   

  	
  LIBOR Monthly

  Floating Rate

  and

  Letter of

  Credit Fee

  	
   

  
	
  1

  	
   

  	
  Less than or
  equal to 2.0 to 1.0

  	
   

  	
  0.20%

  	
   

  	
  1.50%

  	
   

  
	
  2

  	
   

  	
  Less than or
  equal to 2.5 to 1.0, but greater than 2.0 to 1.0

  	
   

  	
  0.20%

  	
   

  	
  1.75%

  	
   

  
	
  3

  	
   

  	
  Less than or
  equal to 3.0 to 1.0, but greater than 2.5 to 1.0

  	
   

  	
  0.25%

  	
   

  	
  2.00%

  	
   

  
	
  4

  	
   

  	
  Greater than 3.0 to 1.0

  	
   

  	
  0.25%

  	
   

  	
  2.25%

  	
   

  






 



 2
 









 


Any increase or decrease in the Applicable Rate resulting
from a change in the Consolidated Leverage Ratio shall become effective as of
the first Business Day of the month immediately following the date a Compliance
Certificate is delivered pursuant to Section 6.02(b) (each such day, an “Applicable
Rate Change Date”); provided, however, that if a Compliance
Certificate is not delivered  when due in
accordance with such Section, then Pricing Level 4 shall apply as of the first
Business Day of the month following the date such Compliance Certificate was
required to have been delivered.  The
Applicable Rate in effect from the Closing Date through the first Applicable
Rate Change Date shall be determined based upon Pricing Level 1.


“Assignee Group” means two or more Eligible
Assignees that are Affiliates of one another.


“Assignment and Assumption” means an assignment
and assumption entered into by a Lender and an Eligible Assignee (with the
consent of any party whose consent is required by Section 10.06(b)), and
accepted by Agent, in substantially the form of Exhibit E or any other
form approved by Agent.


“ATSI” means Advanced Technology Systems, Inc.,
a Delaware corporation.


“ATSI Acquisition” means the acquisition by the
Borrower on January 16, 2007 of 100% of the issued and outstanding capital
stock of ATSI pursuant to that certain Stock Purchase Agreement (as amended)
entered into April 19, 2006 among the Borrower, ATSI and the shareholders of
ATSI party thereto.


“Attributable Indebtedness” means, on any date,
(a) in respect of any capital lease of any Person, the capitalized amount
thereof that would appear on a balance sheet of such Person prepared as of such
date in accordance with GAAP, and (b) in respect of any Synthetic Lease
Obligation, the capitalized amount of the remaining lease payments under the relevant
lease that would appear on a balance sheet of such Person prepared as of such
date in accordance with GAAP if such lease were accounted for as a capital
lease.


“Audited Financial Statements” means the
audited consolidated balance sheets of ATSI and its Subsidiaries for the fiscal
year ended October 31, 2006, and the related consolidated statements of income
or operations, shareholders’ equity and cash flows for such fiscal year of ATSI
and its Subsidiaries, including the notes thereto.


“Autoborrow Agreement” shall have the meaning
specified in Section 2.04(b).


“Availability Period” means the period from and
including the Closing Date to the earliest of (a) the Maturity Date, (b) the
date of termination of the Aggregate Commitments pursuant to Section 2.06,
and (c) the date of termination of the commitment of each Lender to make Loans
and of the obligation of the L/C Issuer to make L/C Credit Extensions pursuant
to Section 8.02.


“Bank of America” means Bank of America, N.A.
and its successors.


“Borrower” has the meaning specified in the
introductory paragraph hereto.



 3
 









“Borrower Materials” has the meaning specified
in Section 6.02.


“Borrowing” means a Committed Borrowing or a
Swing Line Borrowing, as the context may require.


“Business Day” means any day other than a
Saturday, Sunday or other day on which commercial banks are authorized to close
under the Laws of, or are in fact closed in, the state where Administrative
Agent’s Office is located.


“Cash Collateralize” has the meaning specified
in Section 2.03(g).


“Cash Management Agreement” means any agreement to provide cash
management services, including treasury, depository, overdraft, credit or debit
card, electronic funds transfer and other cash management arrangements.


“Cash Management Bank” means any Person that, at the time it
enters into a Cash Management Agreement, is a Lender or an Affiliate of a
Lender, in its capacity as a party to such Cash Management Agreement.


“Change in Law” means the occurrence, after the
date of this Agreement, of any of the following: (a) the adoption or taking
effect of any law, rule, regulation or treaty, (b) any change in any law, rule,
regulation or treaty or in the administration, interpretation or application
thereof by any Governmental Authority or (c) the making or issuance of any
request, guideline or directive (whether or not having the force of law) by any
Governmental Authority.


“Change of Control” means, with respect to any
Person, an event or series of events by which:


(a)           any
“person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, but excluding any employee benefit plan of
such person or its subsidiaries, and any person or entity acting in its
capacity as trustee, agent or other fiduciary or administrator of any such
plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under
the Securities Exchange Act of 1934, except that a person or group shall be
deemed to have “beneficial ownership” of all securities that such person or
group has the right to acquire, whether such right is exercisable immediately
or only after the passage of time), directly or indirectly, of 25% or more of
the equity securities of such Person entitled to vote for members of the board
of directors or equivalent governing body of such Person on a fully-diluted
basis (and taking into account all such securities that such person or group
has the right to acquire pursuant to any option right);


(b)           during
any period of 24 consecutive months, a majority of the members of the board of
directors or other equivalent governing body of such Person cease to be
composed of individuals (i) who were members of that board or equivalent
governing body on the first day of such period, (ii) whose election or
nomination to that board or equivalent governing body was approved by
individuals referred to in clause (i) above constituting at the time of such
election or nomination at least a majority of that board or equivalent
governing body or (iii) whose election or nomination to that board or other
equivalent governing body was approved by individuals 



 4
 









referred to in clauses (i) and (ii) above constituting
at the time of such election or nomination at least a majority of that board or
equivalent governing body (excluding, in the case of both clause (ii) and
clause (iii), any individual whose initial nomination for, or assumption of
office as, a member of that board or equivalent governing body occurs as a
result of an actual or threatened solicitation of proxies or consents for the
election or removal of one or more directors by any person or group other than
a solicitation for the election of one or more directors by or on behalf of the
board of directors); or


(c)           any
individual(s) or entity(s) acting in concert shall have acquired by contract or
otherwise, or shall have entered into a contract or arrangement that, upon
consummation thereof, will result in its or their acquisition of the power to
exercise, directly or indirectly, a controlling influence over the management
or policies of such Person, or control over the equity securities of such
Person entitled to vote for members of the board of directors or equivalent
governing body of such Person on a fully-diluted basis (and taking into account
all such securities that such individual(s) or entity(s) or group has the right
to acquire pursuant to any option right) representing 25% or more of the
combined voting power of such securities.


“Closing Date” means the first date all the
conditions precedent in Section 4.01 are satisfied or waived in accordance
with Section 10.01.


“Code” means the Internal Revenue Code of 1986.


“Collateral” shall mean any and all assets and
rights and interests in or to property of the Borrower and each of the other
Loan Parties, whether real or personal, tangible or intangible, in which a Lien
is granted or purported to be granted pursuant to the Collateral Documents.


“Collateral Documents” means the Security
Agreement, the Pledge Agreement, and all other agreements, instruments and
documents now or hereafter executed and delivered in connection with this
Agreement pursuant to which Liens are granted or purported to be granted to
Agent in Collateral securing all or part of the Obligations each in form and
substance satisfactory to Agent.


“Commitment” means, as to each Lender, its
obligation to (a) make Committed Loans to Borrower pursuant to Section 2.01,
(b) purchase participations in L/C Obligations, and (c) purchase participations
in Swing Line Loans, in an aggregate principal amount at any one time
outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule
2.01 or in the Assignment and Assumption pursuant to which such Lender
becomes a party hereto, as applicable, as such amount may be adjusted from time
to time in accordance with this Agreement.


“Committed Borrowing” means a borrowing
consisting of simultaneous Committed Loans  made by each
of the Lenders pursuant to Section 2.01.


“Committed Loan” has the meaning specified in Section
2.01.


“Committed Loan Notice” means a notice of a
Committed Borrowing pursuant to Section 2.02(a), which, if in writing,
shall be substantially in the form of Exhibit A.



 5
 









“Compliance Certificate” means a certificate
substantially in the form of Exhibit D.


“Consolidated
Asset Coverage Ratio” means for any date of determination, the ratio of (a)
gross billed Accounts of the Borrower and its Subsidiaries on a consolidated
basis  to (b) Total Outstandings.


“Consolidated Cash Flow” means for any period,
for the Borrower and its Subsidiaries, on a consolidated basis, without
duplication, (a) net income, after income tax, for such period (b) less
income or plus loss from discontinued operations and extraordinary items
for such period, (c) plus depreciation, depletion, amortization,
impairment of good will, write-down of intangibles, the amortization and
expensing of non-cash stock based compensation and other non-cash charges for
such period which will not represent a cash item in any future period, (d) plus
interest expense on all obligations for such period, (e) plus rental
expense for such period (f) minus dividends, withdrawals and other
distributions for such period, (g) minus any unfinanced capital
expenditures for such period, and (h) minus earn-out payments for such
period.


“Consolidated EBITDA” means for any period, for
the Borrower and its Subsidiaries, on a consolidated basis, (a) net income for
such period, (b) less income or plus loss from discontinued
operations and extraordinary items for such period, (c) plus income
taxes for such period, (d) plus interest expense for such period, (e) plus
depreciation, depletion, amortization, impairment of good will, write-down of
intangibles, the amortization and expensing of non-cash stock based
compensation and other non-cash charges for such period which will not represent
a cash item in any future period.


“Consolidated Fixed Charges” means for any
period, for the Borrower and its Subsidiaries on a consolidated basis, the sum
of, without duplication, (a) interest expense for such period, (b) the current
portion of long term liabilities for such period (excluding the Outstanding
Amount of all Loans to the extent such amount would otherwise be included
therein), (c) the current portion of capitalized lease obligations for such
period, and (d) rental expense for such period.


“Consolidated Fixed Charge Coverage Ratio”
means for any date of determination the ratio of (a) Consolidated Cash Flow for
the specified period ending immediately prior to such date of determination to
(b) Consolidated Fixed Charges for such period.


“Consolidated Leverage Ratio” means for any
date of determination, the ratio of (a) Consolidated Total Funded Debt
determined as of the last day of such period to (b) Consolidated EBITDA for
such period.


“Consolidated Total Funded Debt” means for any
date of determination, for the Borrower and its Subsidiaries on a consolidated
basis, all outstanding liabilities for borrowed money (both current and long
term) and other interest-bearing liabilities.


“Contractual Obligation” means, as to any
Person, any provision of any security issued by such Person or of any
agreement, instrument or other undertaking to which such Person is a party or
by which it or any of its property is bound.



 6
 









“Control” means the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of a Person, whether through the ability to exercise voting power, by
contract or otherwise.  “Controlling”
and “Controlled” have meanings correlative thereto.


“Cost of Acquisition” means, with respect to
any Acquisition, as at the date of entering into any agreement therefor, the
difference between (1) the sum of the following (without duplication):  (a) the value of the capital stock, warrants
or options to acquire capital stock of the Borrower or any Subsidiary to be
transferred in connection therewith, (b) the amount of any cash and fair market
value of other property (excluding property described in clause (a) and
the unpaid principal amount of any debt instrument) given as consideration, (c)
the amount (determined by using the face amount or the amount payable at
maturity, whichever is greater) of any Indebtedness incurred, assumed, acquired
or repaid by any Borrower or any Subsidiary in connection with such
Acquisition, (d) all additional purchase price amounts in the form of earnouts
and other contingent obligations that should be recorded on the balance sheet
of the Borrower and its Subsidiaries in accordance with GAAP, (e) all amounts
paid in respect of covenants not to compete, consulting agreements that should
be recorded on financial statements of the Borrower and its Subsidiaries in
accordance with GAAP, (f) the aggregate fair market value of all other
consideration given by the Borrower or any Subsidiary in connection with such
Acquisition, and (g) out-of-pocket transaction costs for the services and
expenses of attorneys, accountants and other consultants incurred in effecting
such transaction, and other similar transaction costs so incurred and
capitalized in accordance with GAAP; and (2) the net cash proceeds received as
a result of such Acquisition.  For purposes of determining the Cost of
Acquisition for any transaction, the capital stock of any Person shall be
valued (i) in the case of capital stock that is then designated as a national
market system security by the National Association of Securities Dealers, Inc.
(“NASDAQ”) or is listed on a national securities exchange, the average
of the last reported bid and ask quotations or the last prices reported
thereon, and (ii) with respect to any other shares of capital stock, as
determined by the Board of Directors of the Borrower and, if requested by the
Administrative Agent, determined to be a reasonable valuation by the
independent public accountants referred to in Section 6.01(a).


“Credit Extension” means each of the following:
(a) a Borrowing and (b) an L/C Credit Extension.


“Debtor Relief Laws” means the Bankruptcy Code
of the United States, and all other liquidation, conservatorship, bankruptcy,
assignment for the benefit of creditors, moratorium, rearrangement,
receivership, insolvency, reorganization, or similar debtor relief Laws of the
United States or other applicable jurisdictions from time to time in effect and
affecting the rights of creditors generally.


“Default” means any event or condition that
constitutes an Event of Default or that, with the giving of any notice, the
passage of time, or both, would be an Event of Default.


“Default Rate” means (a) when used with respect
to Obligations other than L/C Fees an interest rate equal to (i) the LIBOR
Monthly Floating Rate plus (ii) the Applicable Rate based on Pricing
Level 4 plus (iii) 2% per annum, and (b) when used with respect to L/C
Fees, a rate equal to the Applicable Rate plus 2% per annum.



 7
 









“Defaulting Lender” means any Lender that (a) has
failed to fund any portion of the Committed Loans, participations in L/C
Obligations or participations in Swing Line Loans required to be funded by it
hereunder within one Business Day of the date required to be funded by it
hereunder unless such failure has been cured, (b) has otherwise failed to pay
over to Agent or any other Lender any other amount required to be paid by it
hereunder within one Business Day of the date when due, unless the subject of a
good faith dispute or unless such failure has been cured, or (c) has been
deemed insolvent or become the subject of a bankruptcy or insolvency
proceeding.


“Disposition” or “Dispose” means the
sale, transfer, license, lease or other disposition (including any sale and
leaseback transaction) of any property by any Person, including any sale,
assignment, transfer or other disposal, with or without recourse, of any notes
or accounts receivable or any rights and claims associated therewith.


“Dollar” and “$” mean lawful money of
the United States.


“Domestic Subsidiary” means any Subsidiary that
is organized under any political subdivision of the United States.


“Eligible Assignee” means any Person that meets
the requirements to be an assignee under Section 10.06(b)(iii), (v)
and (vi) (subject to such consents, if any, as may be required under Section
10.06(b)(iii)).


“Environmental Laws” means any and all Federal,
state, local, and foreign statutes, laws, regulations, ordinances, rules,
judgments, orders, decrees, permits, concessions, grants, franchises, licenses,
agreements or governmental restrictions relating to pollution and the
protection of the environment or the release of any materials into the
environment, including those related to hazardous substances or wastes, air
emissions and discharges to waste or public systems.


“Environmental Liability” means any liability,
contingent or otherwise (including any liability for damages, costs of
environmental remediation, fines, penalties or indemnities), of the Borrower,
any other Loan Party or any of their respective Subsidiaries directly or
indirectly resulting from or based upon (a) violation of any Environmental Law,
(b) the generation, use, handling, transportation, storage, treatment or
disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials,
(d) the release or threatened release of any Hazardous Materials into the
environment or (e) any contract, agreement or other consensual arrangement
pursuant to which liability is assumed or imposed with respect to any of the
foregoing.


“Equity Interests” means, with respect to any
Person, all of the shares of capital stock of (or other ownership or profit
interests in) such Person, all of the warrants, options or other rights for the
purchase or acquisition from such Person of shares of capital stock of (or
other ownership or profit interests in) such Person, all of the securities
convertible into or exchangeable for shares of capital stock of (or other
ownership or profit interests in) such Person or warrants, rights or options
for the purchase or acquisition from such Person of such shares (or such other
interests), and all of the other ownership or profit interests in such Person
(including partnership, member or trust interests therein), whether voting or
nonvoting, and whether or not such shares, warrants, options, rights or other
interests are outstanding on any date of determination.



 8
 









“ERISA” means the Employee Retirement Income
Security Act of 1974.


“ERISA Affiliate” means any trade or business
(whether or not incorporated) under common control with the Borrower within the
meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of
the Code for purposes of provisions relating to Section 412 of the Code).


“ERISA Event” means (a) a Reportable Event with
respect to a Pension Plan; (b) a withdrawal by the Borrower or any ERISA
Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan
year in which it was a substantial employer (as defined in Section 4001(a)(2)
of ERISA) or a cessation of operations that is treated as such a withdrawal
under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the
Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that
a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent
to terminate, the treatment of a Plan amendment as a termination under Section
4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to
terminate a Pension Plan or Multiemployer Plan; (e) an event or condition which
constitutes grounds under Section 4042 of ERISA for the termination of, or the
appointment of a trustee to administer, any Pension Plan or Multiemployer Plan;
or (f) the imposition of any liability under Title IV of ERISA, other than for
PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the
Borrower or any ERISA Affiliate.


“Eurodollar Reserve
Percentage” means, for any day, the reserve percentage (expressed as a
decimal, carried out to five decimal places) in effect on such day, whether or
not applicable to any Lender, under regulations issued from time to time by the
FRB for determining the maximum reserve requirement (including any emergency,
supplemental or other marginal reserve requirement) with respect to
Eurocurrency funding (currently referred to as “Eurocurrency liabilities”).  The LIBOR Monthly Floating Rate for each
outstanding Loan shall be adjusted automatically as of the effective date of
any change in the Eurodollar Reserve Percentage.


“Event of Default” has the meaning specified in
Section 8.01.


“Excluded Property” means (i) any owned or
leased real property (ii) any owned or leased personal property which is
located outside of the United States, (iii) any personal property (including,
without limitation, motor vehicles) in respect of which perfection of a Lien is
not either (a) governed by the Uniform Commercial Code or (b) effected by
appropriate evidence of the Lien being filed in any of the United States
Copyright Office, the United States Patent and Trademark Office, the Canadian
Copyright Office and the Canadian Patent and Trademark Office, (iv) any
property subject to a Permitted Lien if the documents governing such Lien or
the Indebtedness secured thereby prohibit the Loan Party owning such property
from granting any other Liens in such property, (v) any lease, license or other
contract or any rights thereunder if the grant of a security interest in such
lease, license, contract or rights is prohibited by the terms of such lease,
license or contract or by applicable law and would result in the termination of
such lease, license or contract, but only to the extent that any such
prohibition is not rendered ineffective pursuant to the Uniform Commercial Code
or any other applicable law (including Debtor Relief Laws), and (vi) any
Internet domain name owned or held by any Loan Party in trust or otherwise for
the beneficial ownership of a third party.



 9
 









“Excluded Taxes” means, with respect to Agent,
any Lender, the L/C Issuer or any other recipient of any payment to be made by
or on account of any obligation of the Borrower hereunder, (a) taxes imposed on
or measured by its overall net income (however denominated), and franchise
taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any
political subdivision thereof) under the laws of which such recipient is
organized or in which its principal office is located or, in the case of any
Lender, in which its applicable Lending Office is located, and (b) any branch
profits taxes imposed by the United States or any similar tax imposed by any
other jurisdiction in which the Borrower is located.


“Existing Credit Agreement” means that certain
Loan Agreement dated February 1, 2007 between Advance Technology Systems, Inc.
and Bank of America.


“Facility Termination Date” means the date as
of which all of the following shall have occurred:  (a) the Aggregate Commitments have
terminated, (b) all Obligations have been paid in full (other than (x)
contingent indemnification obligations and (y) obligations and liabilities
under Secured Cash Management Agreements and Secured Hedge Agreements as to
which arrangements satisfactory to the applicable Cash Management Bank or Hedge
Bank have been made), and (c) all Letters of Credit have terminated or expired
(other than Letters of Credit as to which other arrangements with respect
thereto satisfactory to the Administrative Agent and the L/C Issuer shall have
been made).


“Federal Funds Rate”  means, for any day, the rate per annum equal
to the weighted average of the rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers on such
day, as published by the Federal Reserve Bank of New York on the Business Day
next succeeding such day; provided that (a) if such day is not a
Business Day, the Federal Funds Rate for such day shall be such rate on such
transactions on the next preceding Business Day as so published on the next
succeeding Business Day, and (b) if no such rate is so published on such next
succeeding Business Day, the Federal Funds Rate for such day shall be the
average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%)
charged to Bank of America on such day on such transactions as determined by
Agent.


“Foreign Subsidiary” means any Subsidiary
organized under the laws of a political subdivision outside of the United
States.


“FRB” means the Board of Governors of the
Federal Reserve System of the United States.


“GAAP” means generally accepted accounting
principles in the United States set forth in the opinions and pronouncements of
the Accounting Principles Board and the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting
Standards Board or such other principles as may be approved by a significant
segment of the accounting profession in the United States, that are applicable
to the circumstances as of the date of determination, consistently applied.



 10
 









“Governmental Authority” means the government
of the United States or  any other
nation, or of any political subdivision thereof, whether state or local, and
any agency, authority, instrumentality, regulatory body, court, central bank or
other entity exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government (including
any supra-national bodies such as the European Union or the European Central
Bank).


“Guarantee” means, as to any Person, (a) any
obligation, contingent or otherwise, of such Person guaranteeing or having the
economic effect of guaranteeing any Indebtedness or other obligation payable or
performable by another Person (the “primary obligor”) in any manner, whether
directly or indirectly, and including any obligation of such Person, direct or
indirect, (i) to purchase or pay (or advance or supply funds for the purchase
or payment of) such Indebtedness or other obligation, (ii) to purchase or lease
property, securities or services for the purpose of assuring the obligee in
respect of such Indebtedness or other obligation of the payment or performance
of such Indebtedness or other obligation, (iii) to maintain working capital,
equity capital or any other financial statement condition or liquidity or level
of income or cash flow of the primary obligor so as to enable the primary
obligor to pay such Indebtedness or other obligation, or (iv) entered into for
the purpose of assuring in any other manner the obligee in respect of such
Indebtedness or other obligation of the payment or performance thereof or to
protect such obligee against loss in respect thereof (in whole or in part), or
(b) any Lien on any assets of such Person securing any Indebtedness or other
obligation of any other Person, whether or not such Indebtedness or other
obligation is assumed by such Person (or any right, contingent or otherwise, of
any holder of such Indebtedness to obtain any such Lien).  The amount of any Guarantee shall be deemed
to be an amount equal to the stated or determinable amount of the related
primary obligation, or portion thereof, in respect of which such Guarantee is
made or, if not stated or determinable, the maximum reasonably anticipated
liability in respect thereof as determined by the guaranteeing Person in good
faith.  The term “Guarantee” as a verb
has a corresponding meaning.


“Guarantor” means (i) each direct and indirect
Domestic Subsidiary of the Borrower (whether now existing or hereafter created
or acquired), and (ii) each direct and indirect Foreign Subsidiary of the
Borrower (whether now existing or hereafter created or acquired) required by the
Required Lenders to become a “Guarantor”.


“Guaranty” means the Guaranty dated as the date
hereof (including any Guaranty Joinder Agreement with respect thereto) made by
each Guarantor (whether by joinder or otherwise) in favor of Agent and the
Lenders, in form and substance satisfactory to Agent (as amended, restated,
supplemented or otherwise modified from time to time).


“Guaranty Joinder Agreement” means a joinder
agreement in the form of Exhibit A to the Guaranty.



 11
 









“Hazardous Materials” means all explosive or
radioactive substances or wastes and all hazardous or toxic substances, wastes
or other pollutants, including petroleum or petroleum distillates, asbestos or
asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious
or medical wastes and all other substances or wastes of any nature regulated
pursuant to any Environmental Law.


“Hedge Bank” means any Person that, at the time
it enters into a Secured Hedge Agreement, is a Lender or an Affiliate of a
Lender, in its capacity as a party to such Secured Hedge Agreement.


“Indebtedness” means, as to any Person at a
particular time, without duplication, all of the following, whether or not
included as indebtedness or liabilities in accordance with GAAP:


(a)           all
obligations of such Person for borrowed money and all obligations of such
Person evidenced by bonds, debentures, notes, loan agreements or other similar
instruments;


(b)           all
direct or contingent obligations of such Person arising under letters of credit
(including standby and commercial), bankers’ acceptances, bank guaranties,
surety bonds and similar instruments;


(c)           net
obligations of such Person under any Swap Contract;


(d)           all
obligations of such Person to pay the deferred purchase price of property or
services (other than trade accounts payable in the ordinary course of business
and, in each case, not past due for more than 60 days after the date on which
such trade account became due and payable);


(e)           indebtedness
(excluding prepaid interest thereon) secured by a Lien on property owned or
being purchased by such Person (including indebtedness arising under
conditional sales or other title retention agreements), whether or not such
indebtedness shall have been assumed by such Person or is limited in recourse,
but excluding indebtedness arising under customary reservations or retentions
of title in agreements with suppliers entered into in the ordinary course of
business;


(f)            capital
leases and Synthetic Lease Obligations;


(g)           all
obligations of such Person to purchase, redeem, retire, defease or otherwise
make any payment in respect of any Equity Interest in such Person or any other
Person, valued, in the case of a redeemable preferred interest, at the greater
of its voluntary or involuntary liquidation preference plus accrued and
unpaid dividends, in each case only to the extent due prior to the Maturity
Date; and


(h)           all
Guarantees of such Person in respect of any of the foregoing.


For all purposes hereof, the Indebtedness of any
Person shall include the Indebtedness of any partnership or joint venture
(other than a joint venture that is itself a corporation or limited liability
company) in which such Person is a general partner or a joint venturer, unless
such Indebtedness is expressly made non-recourse to such Person.  The amount of any net obligation under any
Swap Contract on any date shall be deemed to be the Swap Termination Value
thereof as of such date.  The amount of
any capital lease or Synthetic Lease Obligation as of any date shall be deemed
to be the amount of Attributable Indebtedness in respect thereof as of such
date.



 12
 









“Indemnified Taxes” means Taxes other than
Excluded Taxes.


“Indemnitees” has the meaning specified in Section
10.04(b).


“Information” has the meaning specified in Section
10.07.


“Internal Control Event” means a material
weakness in, or fraud that involves management or other employees who have a
significant role in, the Borrower’s internal controls over financial reporting,
in each case as described in the Securities Laws.


“Investment” means, as to any Person, any
direct or indirect acquisition or investment by such Person, whether by means
of (a) the purchase or other acquisition of capital stock or other securities
of another Person, (b) a loan, advance or capital contribution to, Guarantee or
assumption of debt of, or purchase or other acquisition of any other debt or
equity participation or interest in, another Person, including any partnership
or joint venture interest in such other Person and any arrangement pursuant to
which the investor Guarantees Indebtedness of such other Person, or (c) the
purchase or other acquisition (in one transaction or a series of transactions)
of assets of another Person that constitute a business unit.  For purposes of covenant compliance, the
amount of any Investment shall be the amount actually invested, without
adjustment for subsequent increases or decreases in the value of such
Investment.


“IRS” means the United States Internal Revenue
Service.


“ISP” means, with respect to any Letter of
Credit, the “International Standby Practices 1998” published by the Institute
of International Banking Law & Practice (or such later version thereof as
may be in effect at the time of issuance).


“Issuer Documents” means with respect to any
Letter of Credit, the L/C Application, and any other document, agreement and
instrument entered into by the L/C Issuer and the Borrower (or any Subsidiary)
or in favor of the L/C Issuer and relating to such Letter of Credit.


“Laws” means, collectively, all international,
foreign, Federal, state and local statutes, treaties, rules, guidelines,
regulations, ordinances, codes and administrative or judicial precedents or
authorities, including the interpretation or administration thereof by any
Governmental Authority charged with the enforcement, interpretation or
administration thereof, and all applicable administrative orders, directed
duties, requests, licenses, authorizations and permits of, and agreements with,
any Governmental Authority, in each case whether or not having the force of
law.


“L/C Advance” means, with respect to each
Lender, such Lender’s funding of its participation in any L/C Borrowing in
accordance with its Applicable Percentage.


“L/C Application” means an application and
agreement for the issuance or amendment of a Letter of Credit in the form from
time to time in use by the L/C Issuer.



 13
 









“L/C Borrowing” means an extension of credit
resulting from a drawing under any Letter of Credit which has not been
reimbursed on the date when made or refinanced as a Committed Borrowing.


“L/C Credit Extension” means, with respect to
any Letter of Credit, the issuance thereof or extension of the expiry date
thereof, or the increase of the amount thereof.


“L/C Expiration Date” means the day that is
seven (7) days prior to the Maturity Date then in effect (or, if such day is
not a Business Day, the next preceding Business Day).


“L/C Fee” has the meaning specified in Section
2.03(i).


“L/C Issuer” means Bank of America in its
capacity as issuer of Letters of Credit hereunder, or any successor issuer of
Letters of Credit hereunder.


“L/C Obligations” means, as at any date of
determination, the aggregate amount 
available to be drawn under all outstanding Letters of Credit plus
the aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For
purposes of computing the amount available to be drawn under any Letter of
Credit, the amount of such Letter of Credit shall be determined in accordance
with Section 1.06.  For all
purposes of this Agreement, if on any date of determination a Letter of Credit
has expired by its terms but any amount may still be drawn thereunder by reason
of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed
to be “outstanding” in the amount so remaining available to be drawn.


“L/C Sublimit” means an amount equal to
$5,000,000.  The L/C Sublimit is part of,
and not in addition to, the Aggregate Commitments.


“Lender” has the meaning specified in the
introductory paragraph hereto and, as the context requires, includes Swing Line
Lender.


“Lending Office” means, as to any Lender, the
office or offices of such Lender described as such in such Lender’s
Administrative Questionnaire, or such other office or offices as a Lender may
from time to time notify the Borrower and the Agent.


“Letter of Credit” means any standby letter of
credit issued hereunder.


“LIBOR Monthly Floating Rate” means a rate per
annum determined by the Administrative Agent pursuant to the following formula:


 




	
  LIBOR Monthly Floating Rate

  	
   

  	
  =

  	
   

  	
  LIBOR Monthly
  Floating Base Rate

  
	
   

  	
   

  	
  1.00 – Eurodollar Reserve Percentage

  






 


Where,



 14
 









“LIBOR Monthly Floating Base Rate”
means, for all Loans, on each day any such Loan is outstanding, the fluctuating
rate of interest (rounded upwards, as necessary, to the nearest 1/100 of 1%)
equal to the British Bankers Association LIBOR Rate (“BBA LIBOR”), as
published by Reuters (or other commercially available source providing
quotations of BBA LIBOR as designated by the Administrative Agent from time to
time) at approximately 11:00 a.m., London time, two (2) Business Days prior to
the most recent Interest Rate Change Date, for Dollar deposits (for delivery on
such Interest Rate Change Date) with a term of one month, as adjusted from time
to time in the Administrative Agent’s sole discretion for changes in deposit
insurance requirements  and other
regulatory costs.  If such rate is not
available at such time for any reason, then the “LIBOR Monthly Floating Base Rate” shall be the rate per annum
determined by the Administrative Agent to be the rate at which deposits in
Dollars for delivery in same day funds in the approximate amount of the Loans
outstanding with a term equivalent to a one-month would be offered by Bank of
America’s London Branch to major banks in the London interbank eurodollar
market at their request at approximately 11:00 a.m. (London time), on each day
any such Loan is outstanding.


“Lien” means any mortgage, pledge,
hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or
other), charge, or preference, priority or other security interest or
preferential arrangement in the nature of a security interest of any kind or
nature whatsoever (including any conditional sale or other title retention
agreement, any easement, right of way or other encumbrance on title to real
property, and any financing lease having substantially the same economic effect
as any of the foregoing).


“Loan” means an extension of credit by a Lender
to the Borrower under Article II in the form of a Committed Loan or a
Swing Line Loan.


“Loan Documents” means this Agreement, each
Note, each Issuer Document, the Agent Fee Letter, any Autoborrow Agreement, the
Guaranty and each Collateral Document.


“Loan Parties” means, collectively, the
Borrower and each other Person (other than Agent, the L/C Issuer, Swing Line
Lender, or any Lender) executing a Loan Document, including, without
limitation, each Guarantor and each Person executing a Collateral Document.


“Material Adverse Effect” means (a) a material
adverse change in, or a material adverse effect upon, the operations, business,
properties, liabilities (actual or contingent), condition (financial or
otherwise) or prospects of the Borrower and its Subsidiaries taken as a whole;
(b) a material impairment of the ability of any Loan Party to perform its
obligations under any Loan Document to which it is a party; or (c) a material
adverse effect upon the legality, validity, binding effect or enforceability
against any Loan Party of any Loan Document to which it is a party.


“Maturity Date” means June 4, 2010; provided,
however, that if such date is not a Business Day, the Maturity Date
shall be the next preceding Business Day.


“Multiemployer Plan” means any employee benefit
plan of the type described in Section 4001(a)(3) of ERISA, to which the
Borrower or any ERISA Affiliate makes or is obligated to make contributions, or
during the preceding five plan years, has made or been obligated to make
contributions.


“Note” means a promissory note made by the
Borrower in favor of each Lender evidencing Loans made by such Lender,
substantially in the form of Exhibit C.



 15















“Obligations” means all advances to, and debts,
liabilities, obligations, covenants and duties any Loan Party arising under any
Loan Document or otherwise with respect to any Loan or Letter of Credit, any
Secured Cash Management Agreement, or any Secured Hedge Agreement, whether
direct or indirect (including those acquired by assumption), absolute or
contingent, due or to become due, now existing or hereafter arising and
including interest and fees that accrue after the commencement by or against
any Loan Party or any Affiliate thereof of any proceeding under any Debtor
Relief Laws naming such Person as the debtor in such proceeding, regardless of
whether such interest and fees are allowed claims in such proceeding.


“Ordinary Dividends” means cash dividends paid
to the holders of capital stock of the Borrower in the ordinary course of
business.


“Organization Documents” means, (a) with
respect to any corporation, the certificate or articles of incorporation and
the bylaws (or equivalent or comparable constitutive documents with respect to
any non-U.S. jurisdiction); (b) with respect to any limited liability company,
the certificate or articles of formation or organization and operating
agreement; and (c) with respect to any partnership, joint venture, trust or other
form of business entity, the partnership, joint venture or other applicable
agreement of formation or organization and any agreement, instrument, filing or
notice with respect thereto filed in connection with its formation or
organization with the applicable Governmental Authority in the jurisdiction of
its formation or organization and, if applicable, any certificate or articles
of formation or organization of such entity.


“Other Taxes” means all present or future
stamp, intangible or documentary taxes or any other excise or property taxes,
charges or similar levies arising from any payment made hereunder or under any
other Loan Document or from the execution, delivery or enforcement of, or
otherwise with respect to, this Agreement or any other Loan Document.


“Outstanding Amount” means (i) with respect to
Committed Loans and Swing Line Loans on any date, the aggregate outstanding
principal amount thereof after giving effect to any borrowings and prepayments
or repayments of Committed Loans and Swing Line Loans, as the case may be,
occurring on such date; and (ii) with respect to any L/C Obligations on any
date, the amount of such L/C Obligations on such date after giving effect to
any L/C Credit Extension occurring on such date and any other changes in the
aggregate amount of the L/C Obligations as of such date, including as a result
of any reimbursements by the Borrower of Unreimbursed Amounts.


“Participant” has the meaning specified in Section
10.06(d).


“PCAOB” means the Public Company Accounting
Oversight Board.


“PBGC” means the Pension Benefit Guaranty
Corporation.


“Pension Plan” means any “employee pension
benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a
Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or
maintained by the Borrower or any ERISA Affiliate or to which the Borrower or
any ERISA Affiliate contributes or has an obligation to contribute, or in the
case of a multiple employer or other plan described in Section 4064(a) of
ERISA, has made contributions at any time during the immediately preceding five
plan years.



 16
 









“Permitted Acquisitions” has the meaning given
thereto in Section 7.07.


“Permitted Liens” has the meaning given thereto
in Section 7.01.


“Person” means any natural person, corporation,
limited liability company, trust, joint venture, association, company,
partnership, Governmental Authority or other entity.


“Plan” means any “employee benefit plan” (as
such term is defined in Section 3(3) of ERISA) established by Borrower or, with
respect to any such plan that is subject to Section 412 of the Code or Title IV
of ERISA, any ERISA Affiliate.


“Platform” has the meaning specified in Section
6.02.


“Pledge Agreement” means that certain
Securities Pledge Agreement dated of even date herewith (and each Pledge
Joinder Agreement with respect thereto) among the Borrower and each other
Person party thereto (whether by execution of a Pledge Joinder Agreement or
otherwise) and the Administrative Agent (as amended, restated, supplemented or
otherwise modified from time to time).


“Pledge Joinder Agreement” means a joinder
agreement in the form of Exhibit A to the Pledge Agreement.


“Prime Rate” means, for any day, the rate of
interest in effect for such day as publicly announced from time to time by the
Administrative Agent as its “prime rate”. 
The “prime rate” is a rate set by the Administrative Agent based upon
various factors including the Administrative Agent’s costs and desired return,
general economic conditions and other factors, and is used as a reference point
for pricing some loans, and may not be its lowest rate offered.  Any change in such rate announced by the
Administrative Agent shall take effect at the opening of business on the day
specified in the public announcement of such change.


“Register” has the meaning specified in Section
10.06(c).


“Registered Public Accounting Firm” has the
meaning specified in the Securities Laws and shall be independent of the
Borrower as prescribed by the Securities Laws.


“Related Parties” means, with respect to any
Person, such Person’s Affiliates and the partners, directors, officers,
employees, agents and advisors of such Person and of such Person’s Affiliates.


“Request for Credit Extension” means (a) with
respect to a Borrowing  of Committed Loans, a Committed
Loan Notice, (b) with respect to an L/C Credit Extension, an L/C
Application, and (c) with respect to a Swing Line Loan, a Swing Line Loan
Notice.



 17
 









“Required Lenders” means, as of any date of
determination, Lenders having more than 50% of the Aggregate Commitments or, if
the commitment of each Lender to make Loans and the obligation of the L/C
Issuer to make L/C Credit Extensions have been terminated pursuant to Section
8.02, Lenders holding in the aggregate more than 50% of the Total
Outstandings (with the aggregate amount of each Lender’s risk participation and
funded participation in L/C Obligations and Swing Line Loans being deemed “held”
by such Lender for purposes of this definition); provided that the
Commitment of, and the portion of the Total Outstandings held or deemed held
by, any Defaulting Lender shall be excluded for purposes of making a
determination of Required Lenders.


“Responsible Officer” means the chief executive
officer, president, chief financial officer, treasurer and, solely for purposes
of notices given pursuant to Article II, any other office or employee of
the applicable Loan Party so designated by any of the foregoing officers in a
notice to Agent.  Any document delivered
hereunder that is signed by a Responsible Officer of a Loan Party shall be
conclusively presumed to have been authorized by all necessary corporate,
partnership and/or other action on the part of such Loan Party and such
Responsible Officer shall be conclusively presumed to have acted on behalf of
such Loan Party.


“Restricted Payment” means any dividend or
other distribution (whether in cash, securities or other property) with respect
to any capital stock or other Equity Interest of the Borrower or any Guarantor,
or any payment (whether in cash, securities or other property), including any
sinking fund or similar deposit, on account of the purchase, redemption,
retirement, acquisition, cancellation or termination of any such capital stock
or other Equity Interest or on account of any return of capital to the Borrower’s
or Guarantor’s stockholders, partners or members (or the equivalent Person
thereof).


“Sarbanes-Oxley” means the Sarbanes-Oxley Act
of 2002.


“SEC” means the Securities and Exchange
Commission, or any Governmental Authority succeeding to any of its principal
functions.


“Securities Laws” means the Securities Act of
1933, the Securities Exchange Act of 1934, Sarbanes-Oxley and the applicable
accounting and auditing principles, rules, standards and practices promulgated,
approved or incorporated by the SEC or the PCAOB.


“Secured Cash Management Agreement” means any Cash Management
Agreement that is entered into by and between the Borrower and any Cash
Management Bank.


“Secured Hedge Agreement” means any Swap Contract that is
entered into by and between the Borrower and any Hedge Bank.


“Security Agreement” means that certain
Security Agreement dated of even date herewith (and each Security Agreement
Joinder Agreement with respect thereto) among the Borrower and each Subsidiary
of the Borrower party thereto (whether by execution of a Pledge Joinder
Agreement or otherwise) and the Administrative Agent (as amended, restated,
supplemented or otherwise modified from time to time).


“Security Agreement Joinder Agreement” means a
joinder agreement in the form of Exhibit A to the Security Agreement.



 18
 









“Subsidiary” of a Person means a corporation,
partnership, joint venture, limited liability company or other business entity
of which a majority of the shares of securities or other interests having
ordinary voting power for the election of directors or other governing body
(other than securities or interests having such power only by reason of the
happening of a contingency) are at the time beneficially owned, or the
management of which is otherwise controlled, directly, or indirectly through
one or more intermediaries, or both, by such Person.  Unless otherwise specified, all references
herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or
Subsidiaries of the Borrower.


“Swap Contract” means (a) any and all rate swap
transactions, basis swaps, credit derivative transactions, forward rate
transactions, commodity swaps, commodity options, forward commodity contracts,
equity or equity index swaps or options, bond or bond price or bond index swaps
or options or forward bond or forward bond price or forward bond index
transactions, interest rate options, forward foreign exchange transactions, cap
transactions, floor transactions, collar transactions, currency swap
transactions, cross-currency rate swap transactions, currency options, spot
contracts, or any other similar transactions or any combination of any of the
foregoing (including any options to enter into any of the foregoing), whether
or not any such transaction is governed by or subject to any master agreement,
and (b) any and all transactions of any kind, and the related confirmations,
which are subject to the terms and conditions of, or governed by, any form of
master agreement published by the International Swaps and Derivatives
Association, Inc., any International Foreign Exchange Master Agreement, or any
other master agreement (any such master agreement, together with any related
schedules, a “Master Agreement”), including any such obligations or
liabilities under any Master Agreement.


“Swap Termination Value” means, in respect of
any one or more Swap Contracts, after taking into account the effect of any
legally enforceable netting agreement relating to such Swap Contracts, (a) for
any date on or after the date such Swap Contracts have been closed out and
termination value(s) determined in accordance therewith, such termination
value(s), and (b) for any date prior to the date referenced in clause (a), the
amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as
determined based upon one or more mid-market or other readily available
quotations provided by any recognized dealer in such Swap Contracts (which may
include a Lender or any Affiliate of a Lender).


“Swing Line” means the revolving credit
facility made available by Swing Line Lender pursuant to Section 2.04.


“Swing Line Borrowing” means a borrowing of a
Swing Line Loan pursuant to Section 2.04.


“Swing Line Lender” means Bank of America in
its capacity as provider of Swing Line Loans, or any successor swing line
lender hereunder.


“Swing Line Loan” has the meaning specified in Section
2.04(a).


“Swing Line Loan Notice” means a notice of a
Swing Line Borrowing pursuant to Section 2.04(b), which, if in writing,
shall be substantially in the form of Exhibit B.



 19
 









“Swing Line Sublimit” means an amount equal to
the lesser of (a) $5,000,000 and
(b) the Aggregate Commitments.  The Swing
Line Sublimit is part of (although uncommitted), and not in addition to, the
Aggregate Commitments.


“Synthetic Lease Obligation” means the monetary
obligation of a Person under (a) a so-called synthetic, off-balance sheet or
tax retention lease, or (b) an agreement for the use or possession of property
creating obligations that do not appear on the balance sheet of such Person but
which, upon the insolvency or bankruptcy of such Person, would be characterized
as the indebtedness of such Person (without regard to accounting treatment).


“Taxes” means all present or future taxes,
levies, imposts, duties, deductions, withholdings, assessments, fees or other charges
imposed by any Governmental Authority, including any interest, additions to tax
or penalties applicable thereto.


“Threshold Amount” means $1,000,000.


“Total Outstandings” means the aggregate
Outstanding Amount of all Loans and all L/C Obligations.


“Unfunded Pension Liability” means the excess
of a Pension Plan’s benefit liabilities under Section 4001(a)(16) of ERISA,
over the current value of that Pension Plan’s assets, determined in accordance
with the assumptions used for funding the Pension Plan pursuant to Section 412
of the Code for the applicable plan year.


“United States” and “U.S.” mean the
United States of America.


“Unreimbursed Amount” has the meaning specified
in Section 2.03(c)(i).


1.02        Other Interpretive Provisions.  With reference to this Agreement and each
other Loan Document, unless otherwise specified herein or in such other Loan
Document:


(a)           The definitions of terms herein shall
apply equally to the singular and plural forms of the terms defined.  Whenever the context may require, any pronoun
shall include the corresponding masculine, feminine and neuter forms.  The words “include,” “includes”
and “including” shall be deemed to be followed by the phrase “without
limitation.”  The word “will”
shall be construed to have the same meaning and effect as the word “shall.”  Unless the context requires otherwise, (i)
any definition of or reference to any agreement, instrument or other document
(including any Organization Document) shall be construed as referring to such
agreement, instrument or other document as from time to time amended,
supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein or in any other Loan
Document), (ii) any reference herein to any Person shall be construed to
include such Person’s successors and assigns, (iii) the words “herein,” “hereof”
and “hereunder,” and words of similar import when used in any Loan
Document, shall be construed to refer to such Loan Document in its entirety and
not to any particular provision thereof, (iv) all references in a Loan Document
to Articles, Sections, Exhibits and Schedules shall be construed to refer to
Articles and Sections of, and Exhibits and Schedules to, the Loan Document in
which such references appear, (v) any reference to any law shall include all
statutory and regulatory provisions consolidating, amending, replacing or 



 20
 









interpreting such law and any reference to any law or
regulation shall, unless otherwise specified, refer to such law or regulation
as amended, modified or supplemented from time to time, and (vi) the words “asset”
and “property” shall be construed to have the same meaning and effect
and to refer to any and all tangible and intangible assets and properties,
including cash, securities, accounts and contract rights.


(b)           In the computation of periods of time
from a specified date to a later specified date, the word “from” means “from
and including;” the words “to” and “until” each mean “to
but excluding;” and the word “through” means “to and including.”


(c)           Section headings herein and in the
other Loan Documents are included for convenience of reference only and shall
not affect the interpretation of this Agreement or any other Loan Document.


1.03        Accounting Terms.  (a)  Generally.
All accounting terms not specifically or completely defined herein shall be
construed in conformity with, and all financial data (including financial
ratios and other financial calculations) required to be submitted pursuant to
this Agreement shall be prepared in conformity with, GAAP applied on a
consistent basis, as in effect from time to time, applied in a manner
consistent with that used in preparing the Audited Financial Statements, except
as otherwise specifically prescribed herein.


(b)           Changes in GAAP.  If at any time any change in GAAP would
affect the computation of any financial ratio or requirement set forth in any
Loan Document, and either the Borrower or the Required Lenders shall so
request, Agent, Lenders and the Borrower shall negotiate in good faith to amend
such ratio or requirement to preserve the original intent thereof in light of
such change in GAAP (subject to the approval of the Required Lenders); provided
that, until so amended, (i) such ratio or requirement shall continue to
be computed in accordance with GAAP prior to such change therein and (ii) the
Borrower shall provide to Agent and Lenders financial statements and other
documents required under this Agreement or as reasonably requested hereunder
setting forth a reconciliation between calculations of such ratio or
requirement made before and after giving effect to such change in GAAP.


(c)           Consolidation
of Variable Interest Entities.  All
references herein to consolidated financial statements of the Borrower and its
Subsidiaries or to the determination of any amount for the Borrower and its
Subsidiaries on a consolidated basis or any similar reference shall, in each
case, be deemed to include each variable interest entity that the Borrower is
required to consolidate pursuant to FASB Interpretation No. 46 – Consolidation
of Variable Interest Entitles:  an
interpretation of ARB No. 51 (January 2003) as if such variable interest entity
were a Subsidiary as defined herein.


(d)           Consolidated
Subsidiaries.  The phrase “the
Borrower and its Subsidiaries” when used herein with respect to references to
financial statements or financial covenant calculations and related
definitions, shall mean only the Borrower and its majority-owned direct and
indirect Subsidiaries that are consolidated with the Borrower for financial
accounting purposes in conformity with GAAP.



 21
 









1.04        Rounding.  Any financial ratios required to be
maintained by the Borrower pursuant to this Agreement shall be calculated by
dividing the appropriate component by the other component, carrying the result
to one place more than the number of places by which such ratio is expressed
herein and rounding the result up or down to the nearest number (with a
rounding-up if there is no nearest number).


1.05        Times of Day.  Unless otherwise specified, all references
herein to times of day shall be references to Eastern  time
(daylight or standard, as applicable).


1.06        Letter of Credit Amounts.  Unless otherwise specified herein the amount
of a Letter of Credit at any time shall be deemed to be the stated amount of
such Letter of Credit in effect at such time; provided, however,
that with respect to any Letter of Credit that, by its terms or the terms of
any Issuer Document related thereto, provides for one or more automatic
increases in the stated amount thereof, the amount of such Letter of Credit
shall be deemed to be the maximum stated amount of such Letter of Credit after
giving effect to all such increases, whether or not such maximum stated amount
is in effect at such time and provided  further, that the amount
of a Letter of Credit shall not include any portion of the face amount of such
Letter of  Credit that has been
permanently reduced.


1.07        Covenant
Adjustments.


(a)           Covenant
Acquisition Adjustment.  Except as
otherwise expressly provided herein, for purposes of calculating the financial
covenants in Sections 6.12(a), (b) and (c) for any period
(or a portion of a period) that includes the date of the consummation of any
Permitted Acquisition, references to “the Borrower and its Subsidiaries” shall
include each acquired Person, or lines of business, as applicable, and the “EBITDA”
and “Cash Flow” of such acquired Person or line of business (such EBITDA or
Cash Flow to be formulated on the basis of the definition of Consolidated
EBITDA and Consolidated Cash Flow, respectively, set forth herein), as if the
Acquisition had been consummated on the first day of any such period of
measurement.


(b)           Covenant
Disposition Adjustment.  Except as
otherwise expressly provided herein, for purposes of calculating the financial
covenants in Section 6.12(a), (b) and (c) for any period
(or a portion of a period) that includes the date of any Disposition of a
Subsidiary or line of business, as applicable, Consolidated EBITDA and
Consolidated Cash Flow shall be determined on a historical pro forma basis to
exclude the results of operations of such Subsidiary or line of business, as
applicable, so disposed.


ARTICLE II.      THE
COMMITMENTS AND CREDIT EXTENSIONS


2.01        Committed Loans.  Subject to the terms and conditions set forth
herein, each Lender severally agrees to make loans (each such loan, a “Committed
Loan”) to the Borrower from time to time, on any Business Day during the
Availability Period, in an aggregate amount not to exceed at any time
outstanding the amount of such Lender’s Commitment; provided, however,
that after giving effect to any Committed Borrowing, (i) the Total Outstandings
shall not exceed the Aggregate Commitments, and (ii) the aggregate Outstanding
Amount of the Committed Loans of any Lender, plus such Lender’s
Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus
such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line
Loans shall not exceed such Lender’s Commitment.  Within the limits of each Lender’s
Commitment, and subject to the other terms and conditions hereof, Borrower may
borrow under this Section 2.01, prepay under Section 2.05, and
reborrow under this Section 2.01.



 22
 









2.02        Borrowings.  (a) 
Each Committed Borrowing shall be made upon the Borrower’s irrevocable
notice to Agent, which may be given by telephone.  Each such notice must be received by Agent
not later than 11:00 a.m. on the requested date of such Borrowing.  Each telephonic
notice by the Borrower pursuant to this Section 2.02(a) must be
confirmed promptly by delivery to Agent of a written Committed Loan Notice,
appropriately completed and signed by a Responsible Officer of the
Borrower.  Each Borrowing of Committed
Loans shall be in a minimum  principal
amount of $500,000 or a whole multiple of $100,000 in excess thereof.  Each Committed Loan Notice (whether telephonic
or written) shall specify (i) the requested date of the Committed Borrowing
(which shall be a Business Day) and (ii) the principal amount of Committed
Loans to be borrowed.


(b)           Following receipt of a Committed Loan
Notice, Agent shall promptly notify each Lender of the amount of its Applicable
Percentage of the applicable Committed Loans. 
Each Lender shall make the amount of its Committed Loan available to
Agent in immediately available funds at Administrative Agent’s Office not later
than 1:00 p.m. on the Business Day specified in the applicable Committed Loan
Notice.  Upon satisfaction of the
applicable conditions set forth in Section 4.02 (and, if such Borrowing
is the initial Credit Extension, Section 4.01), Agent shall make all
funds so received available to Borrower in like funds as received by Agent
either by (i) crediting the account of Borrower on the books of Bank of America
with the amount of such funds or (ii) wire transfer of such funds, in each case
in accordance with instructions provided to (and reasonably acceptable to)
Agent by Borrower; provided, however, that if, on the date the
Committed Loan Notice with respect to such Borrowing is given by Borrower,
there are L/C Borrowings outstanding, then the proceeds of such Borrowing first,
shall be applied, to the payment in full of any such L/C Borrowings, and second,
shall be made available to Borrower as provided above.


2.03        Letters
of Credit.


(a)           The
Letter of Credit Commitment.


(i)            Subject to the terms and conditions
set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of
the other Lenders set forth in this Section 2.03, (1) from time to time
on any Business Day during the period from the Closing Date until the L/C
Expiration Date, to issue Letters of Credit for the account of the Borrower,
and to amend or extend Letters of Credit previously issued by it, in accordance
with subsection (b) below, and (2) to honor drawings under the Letters of
Credit; and (B) the Lenders severally agree to participate in Letters of Credit
issued for the account of the Borrower and any drawings thereunder; provided
that after giving effect to any L/C Credit Extension with respect to any Letter
of Credit, (x) the Total Outstandings shall not exceed the Aggregate
Commitments, (y) the aggregate Outstanding Amount of the Committed Loans of any
Lender, plus such Lender’s Applicable Percentage of the Outstanding
Amount of all L/C Obligations, plus such Lender’s Applicable Percentage
of 



 23
 









the Outstanding Amount of
all Swing Line Loans shall not exceed such Lender’s Commitment, or (z) the
Outstanding Amount of the L/C Obligations shall not exceed the L/C
Sublimit.  Each request by the Borrower
for the issuance or amendment of a Letter of Credit shall be deemed to be a
representation by the Borrower that the L/C Credit Extension so requested
complies with the conditions set forth in the proviso to the preceding
sentence.  Within the foregoing limits,
and subject to the terms and conditions hereof, the Borrower’s ability to
obtain Letters of Credit shall be fully revolving, and accordingly the Borrower
may, during the foregoing period, obtain Letters of Credit to replace Letters
of Credit that have expired or that have been drawn upon and reimbursed.


(ii)           The L/C Issuer shall not issue any
Letter of Credit, if:


(A)          subject to Section 2.03(b)(iv),
the expiry date of such requested Letter of Credit would occur more than twelve
months after the date of issuance or last extension, unless the Required
Lenders have approved such expiry date; or


(B)           the expiry date of such requested
Letter of Credit would occur after the L/C Expiration Date, unless all the
Lenders have approved such expiry date.


(iii)          The L/C Issuer shall be under no
obligation to issue any Letter of Credit if:


(A)          any order, judgment or decree of any
Governmental Authority or arbitrator shall by its terms purport to enjoin or
restrain the L/C Issuer from issuing such Letter of Credit, or any Law
applicable to the L/C Issuer or any request or directive (whether or not having
the force of law) from any Governmental Authority with jurisdiction over the
L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the
issuance of letters of credit generally or such Letter of Credit in particular
or shall impose upon the L/C Issuer with respect to such Letter of Credit any
restriction, reserve or capital requirement (for which the L/C Issuer is not
otherwise compensated hereunder) not in effect on the Closing Date, or shall
impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not
applicable on the Closing Date and which the L/C Issuer in good faith deems
material to it;


(B)           the issuance of such Letter of Credit
would violate one or more written policies of the L/C Issuer applicable to
letters of credit generally;


(C)           except as otherwise agreed by Agent
and the L/C Issuer, such Letter of Credit is in an initial stated amount less
than $100,000;


(D)          such Letter of Credit is to be
denominated in a currency other than Dollars;


(E)           a default of any Lender’s obligations
to fund under Section 2.03(c) exists or any Lender is at such time a
Defaulting Lender hereunder, unless the L/C Issuer has entered into
satisfactory arrangements with the Borrower or such Lender to eliminate the L/C
Issuer’s risk with respect to such Lender; or



 24
 









(F)           unless specifically provided for in
this Agreement, such Letter of Credit contains any provisions for automatic
reinstatement of the stated amount after any drawing thereunder.


(iv)          The L/C Issuer shall not amend any
Letter of Credit if the L/C Issuer would not be permitted at such time to issue
such Letter of Credit in its amended form under the terms hereof.


(v)           The L/C Issuer shall be under no
obligation to amend any Letter of Credit if (A) the L/C Issuer would have no
obligation at such time to issue such Letter of Credit in its amended form
under the terms hereof, or (B) the beneficiary of such Letter of Credit does
not accept the proposed amendment to such Letter of Credit.


(vi)          The L/C Issuer shall act on behalf of
the Lenders with respect to any Letters of Credit issued by it and the
documents associated therewith, and the L/C Issuer shall have all of the
benefits and immunities (A) provided to Agent in Article IX with respect
to any acts taken or omissions suffered by the L/C Issuer in connection with
Letters of Credit issued by it or proposed to be issued by it and Issuer
Documents pertaining to such Letters of Credit as fully as if the term “Administrative
Agent” or “Agent” as used in Article IX included the L/C Issuer with
respect to such acts or omissions, and (B) as additionally provided herein with
respect to the L/C Issuer.


(b)           Procedures for Issuance and Amendment of
Letters of Credit; Auto-Extension Letters of Credit.


(i)            Each Letter of Credit shall be
issued or amended, as the case may be, upon the request of the Borrower
delivered to the L/C Issuer (with a copy to Agent) in the form of a L/C
Application, appropriately completed and signed by a Responsible Officer of the
Borrower.  Such L/C Application must be
received by the L/C Issuer and Agent not later than 11:00 a.m. at least two
Business Days (or such later date and time as Agent and the L/C Issuer may
agree in a particular instance in their sole discretion) prior to the proposed
issuance date or date of amendment, as the case may be.  In the case of a request for an initial
issuance of a Letter of Credit, such L/C Application shall specify in form and
detail satisfactory to the L/C Issuer: (A) the proposed issuance date of the
requested Letter of Credit (which shall be a Business Day); (B) the amount
thereof; (C) the expiry date thereof; (D) the name and address of the
beneficiary thereof; (E) the documents to be presented by such beneficiary in
case of any drawing thereunder; (F) the full text of any certificate to be
presented by such beneficiary in case of any drawing thereunder; and (G) such
other matters as the L/C Issuer may require. 
In the case of a request for an amendment of any outstanding Letter of
Credit, such L/C Application shall specify in form and detail satisfactory to
the L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of
amendment thereof (which shall be a Business Day); (C) the nature of the
proposed amendment; and (D) such other matters as the L/C Issuer may
require.  Additionally, Borrower shall
furnish to the L/C Issuer and Agent such other documents and information
pertaining to such requested Letter of Credit issuance or amendment, including
any Issuer Documents, as the L/C Issuer or Agent may require.



 25
 









(ii)           Promptly after receipt of any L/C
Application at the address set forth in Section 10.02 for receiving L/C
Applications and related correspondence, the L/C Issuer will confirm with Agent
(by telephone or in writing) that Agent has received a copy of such L/C
Application from the Borrower and, if not, the L/C Issuer will provide Agent
with a copy thereof.  Unless the L/C
Issuer has received written notice from any Lender, Agent or any Loan Party, at
least one Business Day prior to the requested date of issuance or amendment of
the applicable Letter of Credit, that one or more applicable conditions in Article
IV shall not then be satisfied, then, subject to the terms and conditions
hereof, the L/C Issuer shall, on the requested date, issue a Letter of Credit
for the account of the Borrower or enter into the applicable amendment, as the
case may be, in each case in accordance with the L/C Issuer’s usual and
customary business practices. 
Immediately upon the issuance of each Letter of Credit, each Lender
shall be deemed to, and hereby irrevocably and unconditionally agrees to,
purchase from the L/C Issuer a risk participation in such Letter of Credit in
an amount equal to the product of such Lender’s Applicable Percentage times
the amount of such Letter of Credit.


(iii)          Promptly after its delivery of any
Letter of Credit or any amendment to a Letter of Credit to an advising bank
with respect thereto or to the beneficiary thereof, the L/C Issuer will also
deliver to the Borrower and Agent a true and complete copy of such Letter of
Credit or amendment.


(iv)          If the Borrower so requests in any
applicable L/C Application, the L/C Issuer may, in its sole and absolute
discretion, agree to issue a Letter of Credit that has automatic extension
provisions (each, an “Auto-Extension Letter of Credit”); provided that
any such Auto-Extension Letter of Credit must permit the L/C Issuer to prevent
any such extension at least once in each twelve-month period (commencing with
the date of issuance of such Letter of Credit) by giving prior notice to the
beneficiary thereof not later than a day (the “Non-Extension Notice Date”)
in each such twelve-month period to be agreed upon at the time such Letter of
Credit is issued.  Unless otherwise
directed by the L/C Issuer, the Borrower shall not be required to make a
specific request to the L/C Issuer for any such extension.  Once an Auto-Extension Letter of Credit has
been issued, the Lenders shall be deemed to have authorized (but may not
require) the L/C Issuer to permit the extension of such Letter of Credit at any
time to an expiry date not later than the L/C Expiration Date; provided, however,
that the L/C Issuer shall not permit any such extension if (A) the L/C Issuer
has determined that it would not be permitted, or would have no obligation, at
such time to issue such Letter of Credit in its revised form (as extended)
under the terms hereof (by reason of the provisions of clause (ii) or (iii) of Section
2.03(a) or otherwise), or (B) it has received notice (which may be by
telephone or in writing) on or before the day that is five Business Days before
the Non-Extension Notice Date (1) from Agent that the Required Lenders have
elected not to permit such extension or (2) from Agent, any Lender or the
Borrower that one or more of the applicable conditions specified in Section
4.02 is not then satisfied, and in each such case directing the L/C Issuer
not to permit such extension.



 26
 









(v)           If the Borrower so requests in any
applicable Letter of Credit Application, the L/C Issuer may, in its sole and
absolute discretion, agree to issue a Letter of Credit that permits the
automatic reinstatement of all or a portion of the stated amount thereof after
any drawing thereunder (each, an “Auto-Reinstatement Letter of Credit”).  Unless otherwise directed by the L/C Issuer,
the Borrower shall not be required to make a specific request to the L/C Issuer
to permit such reinstatement.  Once an
Auto-Reinstatement Letter of Credit has been issued, except as provided in the
following sentence, the Lenders shall be deemed to have authorized (but may not
require) the L/C Issuer to reinstate all or a portion of the stated amount
thereof in accordance with the provisions of such Letter of Credit.  Notwithstanding the foregoing, if such
Auto-Reinstatement Letter of Credit permits the L/C Issuer to decline to
reinstate all or any portion of the stated amount thereof after a drawing
thereunder by giving notice of such non-reinstatement within a specified number
of days after such drawing (the “Non-Reinstatement Deadline”), the L/C
Issuer shall not permit such reinstatement if it has received a notice (which
may be by telephone or in writing) on or before the day that is five Business
Days before the Non-Reinstatement Deadline (A) from Agent that the Required
Lenders have elected not to permit such reinstatement or (B) from Agent, any
Lender or the Borrower that one or more of the applicable conditions specified
in Section 4.02 is not then satisfied (treating such reinstatement as an
L/C Credit Extension for purposes of this clause) and, in each case, directing
the L/C Issuer not to permit such reinstatement.


(c)           Drawings
and Reimbursements; Funding of Participations.


(i)            Upon receipt from the beneficiary of
any Letter of Credit of any notice of a drawing under such Letter of Credit,
the L/C Issuer shall notify the Borrower and Agent thereof.  Not later than 11:00 a.m. on the date of any
payment by the L/C Issuer under a Letter of Credit (each such date, an “Honor
Date”), the Borrower shall reimburse the L/C Issuer through Agent in an
amount equal to the amount of such drawing. 
If the Borrower fail to so reimburse the L/C Issuer by such time, Agent
shall promptly notify each Lender of the Honor Date, the amount of the
unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such
Lender’s Applicable Percentage thereof. 
In such event, the Borrower shall be deemed to have requested a
Committed Borrowing to be disbursed on the Honor Date in an amount equal to the
Unreimbursed Amount, without regard to the minimum and multiples specified in Section
2.02 for the principal amount of Committed Loans, but subject to the amount
of the unutilized portion of the Aggregate Commitments and the conditions set
forth in Section 4.02 (other than the delivery of a Committed Loan
Notice).  Any notice given by the L/C
Issuer or Agent pursuant to this Section 2.03(c)(i) may be given by
telephone if immediately confirmed in writing; provided that the lack of
such an immediate confirmation shall not affect the conclusiveness or binding
effect of such notice.


(ii)           Each Lender shall upon any notice
pursuant to Section 2.03(c)(i) make funds available to Agent for the
account of the L/C Issuer at the Administrative Agent’s Office in an amount
equal to its Applicable Percentage of the Unreimbursed Amount not later than
1:00 p.m. on the Business Day specified in such notice by Agent, whereupon,
subject to the provisions of Section 2.03(c)(iii), each Lender that so
makes funds available shall be deemed to have made a Committed Loan to the
Borrower in such amount.  Agent shall
remit the funds so received to the L/C Issuer.



 27
 









(iii)          With respect to any Unreimbursed
Amount that is not fully refinanced by a Committed Borrowing of Loans because
the conditions set forth in Section 4.02 cannot be satisfied or for any
other reason, the Borrower shall be deemed to have incurred from the L/C Issuer
an L/C Borrowing in the amount of the Unreimbursed Amount that is not so
refinanced, which L/C Borrowing shall be due and payable on demand (together
with interest) and shall bear interest at the Default Rate.  In such event, each Lender’s payment to Agent
for the account of the L/C Issuer pursuant to Section 2.03(c)(ii) shall
be deemed payment in respect of its participation in such L/C Borrowing and
shall constitute an L/C Advance from such Lender in satisfaction of its
participation obligation under this Section 2.03.


(iv)          Until each Lender funds its Committed
Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the
L/C Issuer for any amount drawn under any Letter of Credit, interest in respect
of such Lender’s Applicable Percentage of such amount shall be solely for the
account of the L/C Issuer.


(v)           Each Lender’s obligation to make
Committed Loans or L/C Advances to reimburse the L/C Issuer for amounts drawn
under Letters of Credit, as contemplated by this Section 2.03(c), shall
be absolute and unconditional and shall not be affected by any circumstance,
including (A) any setoff, counterclaim, recoupment, defense or other right
which such Lender may have against the L/C Issuer, the Borrower or any other
Person for any reason whatsoever; (B) the occurrence or continuance of a
Default, or (C) any other occurrence, event or condition, whether or not
similar to any of the foregoing; provided, however, that each
Lender’s obligation to make Committed Loans pursuant to this Section 2.03(c)
is subject to the conditions set forth in Section 4.02 (other than
delivery by Borrower of a Committed Loan Notice).  No such making of an L/C Advance shall
relieve or otherwise impair the obligation of the Borrower to reimburse the L/C
Issuer for the amount of any payment made by the L/C Issuer under any Letter of
Credit, together with interest as provided herein.


(vi)          If any Lender fails to make available
to Agent for the account of the L/C Issuer any amount required to be paid by
such Lender pursuant to the foregoing provisions of this Section 2.03(c)
by the time specified in Section 2.03(c)(ii), the L/C Issuer shall be
entitled to recover from such Lender (acting through Agent), on demand, such
amount with interest thereon for the period from the date such payment is
required to the date on which such payment is immediately available to the L/C
Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a
rate determined by the L/C issuer in accordance with banking industry rules on
interbank compensation, plus any administrative, processing or similar
fees customarily charged by the L/C Issuer in connection with the
foregoing.  If such Lender pays such
amount (with interest and fees as aforesaid), the amount so paid shall constitute
such Lender’s Committed Loan included in the relevant Committed Borrowing or
L/C Advance in respect of the relevant L/C Borrowing, as the case may be.  A certificate of the L/C Issuer submitted to
any Lender (through Agent) with respect to any amounts owing under this clause
(vi) shall be conclusive absent manifest error.



 28
 









(d)           Repayment
of Participations.


(i)            At any time after the L/C Issuer has
made a payment under any Letter of Credit and has received from any Lender such
Lender’s L/C Advance in respect of such payment in accordance with Section
2.03(c), if Agent receives for the account of the L/C Issuer any payment in
respect of the related Unreimbursed Amount or interest thereon (whether
directly from the Borrower or otherwise, including proceeds of Cash Collateral
applied thereto by Agent), Agent will distribute to such Lender its Applicable
Percentage thereof in the same funds as those received by Agent.


(ii)           If any payment received by Agent for
the account of the L/C Issuer pursuant to Section 2.03(c)(i) is required
to be returned under any of the circumstances described in Section 10.05
(including pursuant to any settlement entered into by the L/C Issuer in its
discretion), each Lender shall pay to Agent for the account of the L/C Issuer
its Applicable Percentage thereof on demand of Agent, plus interest thereon
from the date of such demand to the date such amount is returned by such
Lender, at a rate per annum equal to the Federal Funds Rate from time to time
in effect.  The obligations of Lenders
under this clause shall survive the payment in full of the Obligations and the
termination of this Agreement.


(e)           Obligations Absolute.  The obligation of the Borrower to reimburse
the L/C Issuer for each drawing under each Letter of Credit and to repay each
L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be
paid strictly in accordance with the terms of this Agreement under all
circumstances, including the following:


(i)            any lack of validity or
enforceability of such Letter of Credit, this Agreement, or any other Loan
Document;


(ii)           the existence of any claim,
counterclaim, setoff, defense or other right that the Borrower may have at any
time against any beneficiary or any transferee of such Letter of Credit (or any
Person for whom any such beneficiary or any such transferee may be acting), the
L/C Issuer or any other Person, whether in connection with this Agreement, the
transactions contemplated hereby or by such Letter of Credit or any agreement
or instrument relating thereto, or any unrelated transaction;


(iii)          any draft, demand, certificate or
other document presented under such Letter of Credit proving to be forged,
fraudulent, invalid or insufficient in any respect or any statement therein
being untrue or inaccurate in any respect; or any loss or delay in the transmission
or otherwise of any document required in order to make a drawing under such
Letter of Credit;


(iv)          any payment by the L/C Issuer under
such Letter of Credit against presentation of a draft or certificate that does
not strictly comply with the terms of such Letter of Credit; or any payment
made by the L/C Issuer under such Letter of Credit to any Person purporting to
be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of
creditors, liquidator, receiver or other representative of or successor to any
beneficiary or any transferee of such Letter of Credit, including any arising
in connection with any proceeding under any Debtor Relief Law; or



 29
 









(v)           any other circumstance or happening
whatsoever, whether or not similar to any of the foregoing, including any other
circumstance that might otherwise constitute a defense available to, or a
discharge of, Borrower or any Subsidiary.


The Borrower shall promptly examine a copy of each
Letter of Credit and each amendment thereto that is delivered to it and, in the
event of any claim of noncompliance with the Borrower’s instructions or other
irregularity, the Borrower will immediately notify the L/C Issuer.  The Borrower shall be conclusively deemed to
have waived any such claim against the L/C Issuer and its correspondents unless
such notice is given as aforesaid.


(f)            Role of L/C Issuer.  Each Lender and the Borrower agree that, in
paying any drawing under a Letter of Credit, the L/C Issuer shall not have any
responsibility to obtain any document (other than any sight draft, certificates
and documents expressly required by the Letter of Credit) or to ascertain or
inquire as to the validity or accuracy of any such document or the authority of
the Person executing or delivering any such document.  None of the L/C Issuer, Agent, any of their
respective Related Parties nor any correspondent, participant or assignee of
the L/C Issuer shall be liable to any Lender for (i) any action taken or
omitted in connection herewith at the request or with the approval of Lenders
or the Required Lenders, as applicable; (ii) any action taken or omitted in the
absence of gross negligence or willful misconduct; or (iii) the due execution,
effectiveness, validity or enforceability of any document or instrument related
to any Letter of Credit or Issuer Document. 
The Borrower hereby assumes all risks of the acts or omissions of any
beneficiary or transferee with respect to its use of any Letter of Credit; provided,
however, that this assumption is not intended to, and shall not,
preclude the Borrower’s pursuing such rights and remedies as it may have
against the beneficiary or transferee at law or under any other agreement.  None of the L/C Issuer, Agent, any of their
respective Related Parties nor any correspondent, participant or assignee of
the L/C Issuer, shall be liable or responsible for any of the matters described
in clauses (i) through (v) of Section 2.03(e); provided, however,
that anything in such clauses to the contrary notwithstanding, the Borrower may
have a claim against the L/C Issuer, and the L/C Issuer may be liable to the
Borrower, to the extent, but only to the extent, of any direct, as opposed to
consequential or exemplary, damages suffered by the Borrower which the Borrower
proves were caused by the L/C Issuer’s willful misconduct or gross negligence
or the L/C Issuer’s willful failure to pay under any Letter of Credit after the
presentation to it by the beneficiary of a sight draft and certificate(s)
strictly complying with the terms and conditions of a Letter of Credit.   In furtherance and
not in limitation of the foregoing, the L/C Issuer may accept documents that
appear on their face to be in order, without responsibility for further
investigation, regardless of any notice or information to the contrary, and the
L/C Issuer shall not be responsible for the validity or sufficiency of any
instrument transferring or assigning or purporting to transfer or assign a
Letter of Credit or the rights or benefits thereunder or proceeds thereof, in
whole or in part, which may prove to be invalid or ineffective for any reason.



 30
 









(g)           Cash Collateral.  Upon the request of Agent, (i) if the L/C
Issuer has honored any full or partial drawing request under any Letter of
Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as of the
L/C Expiration Date, any L/C Obligation for any reason remains outstanding, the
Borrower shall, in each case, immediately Cash Collateralize the then
Outstanding Amount of all L/C Obligations. 
Sections 2.05 and 8.02(c) set forth certain additional
requirements to deliver Cash Collateral hereunder.  For purposes hereof, “Cash Collateralize”
means to pledge and deposit with or deliver to Agent, for the benefit of the
L/C Issuer and the Lenders, as collateral for the L/C Obligations, cash or
deposit account balances pursuant to documentation in form and substance
satisfactory to Agent and the L/C Issuer (which documents are hereby consented
to by Lenders).  Derivatives of such term
have corresponding meanings.  The
Borrower hereby grants to Agent, for the benefit of the L/C Issuer and Lenders,
a security interest in all such cash, deposit accounts and all balances therein
and all proceeds of the foregoing.  Cash
collateral shall be maintained in blocked, interest-bearing deposit accounts at
Bank of America and shall bear interest based upon investment of the cash
collateral as agreed between Agent and Borrower.


(h)           Applicability of ISP.  Unless otherwise expressly agreed by the L/C
Issuer and Borrower when a Letter of Credit is issued, the rules of the ISP
shall apply to each Letter of Credit.


(i)            L/C Fees.  The Borrower shall pay to Agent for the
account of each Lender in accordance with its Applicable Percentage a L/C fee
(the “L/C Fee”)  for each
Letter of Credit equal to the Applicable Rate times the daily  amount available to be drawn under such
Letter of Credit.  For purposes of
computing the daily amount available to be drawn under any Letter of Credit,
the amount of such Letter of Credit shall be determined in accordance with Section
1.06.  L/C Fees shall be (i) due and
payable on the date of issuance of each Letter of Credit, on the first Business
Day after the end of each March, June, September and December thereafter,
commencing with the first such date to occur after the issuance of such Letter
of Credit, on the L/C Expiration Date, and otherwise on demand and (ii)
computed on a quarterly basis in arrears. 
If there is any change in the Applicable Rate during any quarter, the
daily amount available to be drawn under each Letter of Credit shall be
computed and multiplied by the Applicable Rate separately for each period
during such quarter that such Applicable Rate was in effect.  Notwithstanding anything to the contrary
contained herein, upon the request of the Required Lenders, while any Event of
Default exists, all L/C Fees shall accrue at the Default Rate.


(j)            Fronting Fee and Documentary and
Processing Charges Payable to L/C Issuer. 
Borrower shall pay directly to the L/C Issuer for its own account a
fronting fee with respect to each Letter of Credit, at the rate per annum
specified in the Agent Fee Letter, computed on the  daily amount available to be drawn under such
Letter of Credit and on a quarterly basis in arrears.  Such fronting fee shall be due and payable on
the tenth Business Day after the end of each March, June, September and
December, in respect of the most recently-ended quarterly period (or portion
thereof, in the case of the first payment), commencing with the first such date
to occur after the issuance of such Letter of Credit, on the L/C Expiration
Date and thereafter on demand.  For
purposes of computing the daily amount available to be drawn under any Letter
of Credit, the amount of such Letter of Credit shall be determined in
accordance with Section 1.06.  In
addition, the Borrower shall pay directly to the L/C Issuer for its own account
the customary issuance, presentation, amendment and other processing fees, and
other standard costs and charges, of the L/C Issuer relating to letters of
credit as from time to time in effect. 
Such individual customary fees and standard costs and charges are due
and payable on demand and are nonrefundable.



 31















(k)           Conflict with Issuer Documents.  In the event of any conflict between the
terms hereof and the terms of any Issuer Documents, the terms hereof shall
control.


2.04        Swing Line Loans.


(a)           The Swing Line.  Subject to the terms and conditions set forth
herein and in the Autoborrow Agreement, if any, Swing Line Lender agrees, in
reliance upon the agreements of the other Lenders set forth in this Section
2.04, to consider in its sole and absolute discretion making loans (each
such loan, a “Swing Line Loan”) to Borrower from time to time on any
Business Day during the Availability Period in an aggregate amount not to
exceed at any time outstanding the amount of the Swing Line Sublimit,
notwithstanding the fact that such Swing Line Loans, when aggregated with the
Applicable Percentage of the Outstanding Amount of Committed Loans and L/C
Obligations of the Lender acting as Swing Line Lender, may exceed the amount of
such Lender’s Commitment; provided, however, that after giving
effect to any Swing Line Loan, (i) the Total Outstandings shall not exceed the
Aggregate Commitments, and (ii) the aggregate Outstanding Amount of the
Committed Loans of any Lender, plus such Lender’s Applicable Percentage
of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable
Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed
such Lender’s Commitment.  The Swing Line
is a discretionary, uncommitted facility and Swing Line Lender may terminate or
suspend the Swing Line at any time in its sole discretion upon notice to
Borrower which notice may be given by Swing Line Lender before or after
Borrower requests a Swing Line Loan hereunder. 
Immediately upon the making of a Swing Line Loan, each Lender shall be
deemed to, and hereby irrevocably and unconditionally agrees to, purchase from
Swing Line Lender a risk participation in such Swing Line Loan in an amount
equal to the product of such Lender’s Applicable Percentage times the
amount of such Swing Line Loan.


(b)           Borrowing Procedures.  Unless the Swing Line has been terminated or
suspended by the Swing Line Lender as provided in subsection (a) above, at any
time an Autoborrow Agreement is not in effect, each Swing Line Borrowing shall
be made upon Borrower’s irrevocable notice to Swing Line Lender and Agent,
which may be given by telephone. Each such notice must be received by Swing
Line Lender and Agent not later than 1:00 p.m. on the requested borrowing date,
and shall specify (i) the amount to be borrowed, which shall be a minimum of
$100,000, and (ii) the requested borrowing date, which shall be a Business
Day.    Promptly after receipt by Swing
Line Lender of any telephonic Swing Line Loan Notice, Swing Line Lender will
confirm with Agent (by telephone or in writing) that Agent has also received
such Swing Line Loan Notice and, if not, Swing Line Lender will notify Agent
(by telephone or in writing) of the contents thereof.  Unless (x) the Swing Line has been terminated
or suspended by the Swing Line Lender as provided in subsection (a) above, or
(y) the Swing Line Lender has received notice (by telephone or in writing) from
Agent (including at the request of any Lender) prior to 2:00 p.m. on the date
of the proposed Swing Line Borrowing (A) directing Swing Line Lender not to
make such Swing Line Loan as a result of the limitations set forth in the
proviso to the first sentence of Section 2.04(a), or (B) that one or
more of the applicable conditions specified in Article IV is not then
satisfied, then, subject to the terms and conditions hereof, Swing Line Lender
will, not later than 3:00 p.m. on the borrowing date specified in such Swing
Line Loan Notice, make the amount of its Swing Line Loan available to Borrower
at its office by crediting the account of Borrower on the books of Swing Line
Lender in immediately available funds. 
Lenders agree that Swing Line Lender may agree to modify the borrowing
procedures used in connection with the Swing Line in its discretion and without
affecting any of the obligations of Lenders hereunder other than notifying
Agent of a Swing Line Loan Notice.



 32
 









In order to facilitate the borrowing of Swing Line
Loans, the Borrower and the Swing Line Lender may mutually agree to, and are
hereby authorized to, enter into an Autoborrow Agreement in form and substance
satisfactory to the Agent and the Swing Line Lender (the “Autoborrow
Agreement”) providing for the automatic advance by the Swing Line Lender of
Swing Line Loans under the conditions set forth in such agreement, which shall
be in addition to the conditions set forth herein.  At any time such an Autoborrow Agreement is
in effect, the requirements for Swing Line Borrowings set forth in the
immediately preceding paragraph shall not apply, and all Swing Line Borrowings
shall be made in accordance with the Autoborrow Agreement, until the right to
such Swing Line Borrowings is suspended or terminated hereunder or in
accordance with the terms of the Autoborrow Agreement.  For purposes of determining the Outstanding
Amount under the Commitment at any time during which an Autoborrow Agreement is
in effect, the Outstanding Amount of all Swing Line Loans shall be deemed to be
the amount of the Swing Line Sublimit. 
For purposes of any Swing Line Borrowing pursuant to the Autoborrow
Agreement, all references to Bank of America shall be deemed to be a reference
to Bank of America, in its capacity as Swing Line Lender hereunder.


(c)           Refinancing
of Swing Line Loans.


(i)            Swing Line Lender at any time in its
sole and absolute discretion may request, on behalf of Borrower (which hereby irrevocably
authorizes Swing Line Lender to so request on its behalf), that each Lender
make a Committed Loan in an amount equal to such Lender’s Applicable Percentage
of the amount of Swing Line Loans then outstanding.  Such request shall be made in writing (which
written request shall be deemed to be a Committed Loan Notice for purposes
hereof) and in accordance with the requirements of Section 2.02, without
regard to the minimum and multiples specified therein for the principal amount
of Committed Loans, but subject to the unutilized portion of the Aggregate
Commitments and the conditions set forth in Section 4.02.  Swing Line Lender shall furnish Borrower with
a copy of the applicable Committed Loan Notice promptly after delivering such
notice to Agent.  Each Lender shall make
an amount equal to its Applicable Percentage of the amount specified in such
Committed Loan Notice available to Agent in immediately available funds for the
account of Swing Line Lender at the Administrative Agent’s Office not later
than 1:00 p.m. on the day specified in such Committed Loan Notice, whereupon,
subject to Section 2.04(c)(ii), each Lender that so makes funds
available shall be deemed to have made a Committed Loan to Borrower in such
amount.  Agent shall remit the funds so
received to Swing Line Lender.


(ii)           If for any reason any Swing Line Loan
cannot be refinanced by such a Committed Borrowing in accordance with Section
2.04(c)(i), the request for Committed Loans submitted by Swing Line Lender
as set forth herein shall be deemed to be a request by Swing Line Lender that
each of the Lenders fund its risk participation in the relevant Swing Line Loan
and each Lender’s payment to Agent for the account of Swing Line Lender
pursuant to Section 2.04(c)(i) shall be deemed payment in respect of
such participation.



 33
 









(iii)          If any Lender fails to make available
to Agent for the account of Swing Line Lender any amount required to be paid by
such Lender pursuant to the foregoing provisions of this Section 2.04(c)
by the time specified in Section 2.04(c)(i), Swing Line Lender shall be
entitled to recover from such Lender (acting through Agent), on demand, such
amount with interest thereon for the period from the date such payment is
required to the date on which such payment is immediately available to Swing
Line Lender at a rate per annum equal to the greater of the Federal Funds Rate
and a rate determined by Swing Line Lender in accordance with banking industry
rules on interbank compensation, plus any administrative, processing or
similar fees customarily charged by Swing Line Lender in connection with the
foregoing.  If such Lender pays such
amount (with interest and fees as aforesaid), the amount so paid shall
constitute such Lender’s Committed  Loan
included in the relevant Committed Borrowing or funded participation in the
relevant Swing Line Loan, as the case may be. 
A certificate of Swing Line Lender submitted to any Lender (through
Agent) with respect to any amounts owing under this clause (iii) shall be
conclusive absent manifest error.


(iv)          Each Lender’s obligation to make
Committed Loans or to purchase and fund risk participations in Swing Line Loans
pursuant to this Section 2.04(c) shall be absolute and unconditional and
shall not be affected by any circumstance, including (A) any setoff,
counterclaim, recoupment, defense or other right which such Lender may have
against Swing Line Lender, Borrower or any other Person for any reason
whatsoever, (B) the occurrence or continuance of a Default, or (C) any other
occurrence, event or condition, whether or not similar to any of the foregoing;
provided, however, that each Lender’s obligation to make
Committed Loans pursuant to this Section 2.04(c) is subject to the
conditions set forth in Section 4.02. 
No such funding of risk participations shall relieve or otherwise impair
the obligation of Borrower to repay Swing Line Loans, together with interest as
provided herein.


(d)           Repayment
of Participations.


(i)            At any time after any Lender has
purchased and funded a risk participation in a Swing Line Loan, if Swing Line
Lender receives any payment on account of such Swing Line Loan, Swing Line
Lender will distribute to such Lender its Applicable Percentage thereof in the
same funds as those received by Swing Line Lender.


(ii)           If any payment received by Swing Line
Lender in respect of principal or interest on any Swing Line Loan is required
to be returned by Swing Line Lender under any of the circumstances described in
Section 10.05 (including pursuant to any settlement entered into by
Swing Line Lender in its discretion), each Lender shall pay to Swing Line
Lender its Applicable Percentage thereof on demand of Agent, plus interest
thereon from the date of such demand to the date such amount is returned, at a
rate per annum equal to the Federal Funds Rate. 
Agent will make such demand upon the request of Swing Line Lender.  The obligations of Lenders under this clause
shall survive the payment in full of the Obligations and the termination of
this Agreement.



 34
 









(e)           Interest for Account of Swing Line
Lender.  Swing Line Lender shall be
responsible for invoicing Borrower for interest on the Swing Line Loans.  Until each Lender funds its Committed Loan or
risk participation pursuant to this Section 2.04 to refinance such
Lender’s Applicable Percentage of any Swing Line Loan, interest in respect of
such Applicable Percentage shall be solely for the account of Swing Line
Lender.


(f)            Payments Directly to Swing Line
Lender.  Borrower shall make all
payments of principal and interest in respect of the Swing Line Loans directly
to Swing Line Lender.


2.05        Prepayments.  (a) 
The Borrower may, upon notice to Agent, at any time or from time to time
voluntarily prepay Loans in whole or in part without premium or penalty; provided
that (i) such notice must be received by Agent not later than 11:00 a.m. on the
date of prepayment of Loans, and (ii) such prepayment shall be in a principal
amount of $100,000 or a whole multiple of $10,000 in excess thereof or, in each
case, if less, the entire principal amount thereof then outstanding.  Each such notice shall specify the date and
amount of such prepayment.  Agent will
promptly notify each Lender of its receipt of each such notice, and of the amount
of such Lender’s Applicable Percentage of such prepayment.  If such notice is given by the Borrower, the
Borrower shall make such prepayment and the payment amount specified in such
notice shall be due and payable on the date specified therein.  Any prepayment of a Loans shall be accompanied
by all accrued interest on the amount prepaid, together with any additional
amounts required pursuant to Section 3.05.  Each such prepayment shall be applied to the
Committed Loans of Lenders in accordance with their respective Applicable
Percentages.


(b)           At any time during which an Autoborrow
Agreement is not in effect, the Borrower may, upon notice to Swing Line Lender
(with a copy to Agent), at any time or from time to time, voluntarily prepay
Swing Line Loans in whole or in part without premium or penalty; provided
that (i) such notice must be received by Swing Line Lender and Agent not later
than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment
shall be in a minimum principal amount of $10,000.  Each such notice shall specify the date and
amount of such prepayment.  If such
notice is given by the Borrower, the Borrower shall make such prepayment and
the payment amount specified in such notice shall be due and payable on the
date specified therein.


(c)           If for any reason the Total
Outstandings at any time exceed the Aggregate Commitments then in effect, the
Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C
Obligations in an aggregate amount equal to such excess; provided, however,
that the Borrower shall not be required to Cash Collateralize the L/C
Obligations pursuant to this Section 2.05(c) unless after the prepayment
in full of the Loans the Total Outstandings exceed the Aggregate Commitments
then in effect.


2.06        Termination or Reduction of Commitments.  The Borrower may, upon notice to Agent, terminate
the Aggregate Commitments, or from time to time permanently reduce the
Aggregate Commitments; provided that (i) any such notice shall be
received by Agent not later than 11:00 a.m. five Business Days prior to the
date of termination or reduction, (ii) any such partial reduction shall be in
an aggregate amount of $1,000,000 or any whole multiple of $500,000 in excess
thereof, (iii) the Borrower shall not terminate or reduce the Aggregate
Commitments if, after giving effect thereto and to any concurrent prepayments
hereunder, the Total Outstandings would exceed the Aggregate Commitments, and
(iv) if, after giving effect to any reduction of the Aggregate Commitments, the
L/C Sublimit or the Swing Line Sublimit 



 35
 









exceeds the amount of the Aggregate Commitments, such
Sublimit shall be automatically reduced by the amount of such excess.  Agent will promptly notify the Lenders of any
such notice of termination or reduction of the Aggregate Commitments.  Any reduction of the Aggregate Commitments
shall be applied to the Commitment of each Lender according to its Applicable
Percentage.  All fees accrued until the
effective date of any termination of the Aggregate Commitments shall be paid on
the effective date of such termination.


2.07        Repayment of Loans.  (a) 
The Borrower shall repay to Lenders on the Maturity Date the aggregate
principal amount of Committed Loans outstanding on such date.


(b)           At any time the Autoborrow Agreement
is in effect, Swing Line Loans shall be repaid in accordance with the terms of
such Autoborrow Agreement.  At any time
the Autoborrow Agreement is not in effect, the Borrower shall repay to Swing
Line Lender each Swing Line Loan on the earlier to occur of (i) the date seven
(7) Business Days after such Loan is made and (ii) the Maturity Date.


2.08        Interest.


(a)           Each Loan shall bear interest at the
LIBOR Monthly Floating Rate plus the Applicable Rate; provided, however,
that if any Lender determines that any Law has made it unlawful, or that any
Governmental Authority has asserted that it is unlawful, for any Lender or its
applicable Lending Office to make, maintain or fund Loans with interest rates
based upon the LIBOR
Monthly Floating Rate, as applicable, or any Governmental Authority has
imposed material restrictions on the authority of such Lender to purchase or
sell, or to take deposits of, Dollars in the London interbank market, then, on
notice thereof by such Lender to the Borrower through the Administrative Agent,
the rate on all Loans shall be converted to the Prime Rate.


(b)           While any Event of Default exists,
the Borrowers shall pay interest on the principal amount of all outstanding
Obligations hereunder at a fluctuating interest rate per annum at all times
equal to the Default Rate to the fullest extent permitted by applicable Laws.


(c)           Accrued and unpaid interest on past
due amounts (including interest on past due interest) shall be due and payable
upon demand.


(d)           Interest on each Loan shall be due
and payable in arrears on the first Business Day of each month and at such other
times as may be specified herein. 
Interest hereunder shall be due and payable in accordance with the terms
hereof before and after judgment, and before and after the commencement of any
proceeding under any Debtor Relief Law.


2.09        Fees.  In addition to certain fees described in
subsections (i) and (j) of Section 2.03:


(a)           Unused Fee.  Borrower shall pay to Agent for the account
of each Lender in accordance with its Applicable Percentage, a fee (the “Unused
Fee”) equal to the Applicable Rate times the actual daily amount by
which the Aggregate Commitments exceed the sum of (i) the Outstanding Amount of
Committed Loans and (ii) the Outstanding Amount of L/C Obligations.  The Unused Fee shall accrue at all times
during the Availability Period, including at any time during which one or more
of the conditions in Article IV is not met, and shall be due and payable




 36
 









quarterly in arrears on the last Business Day of each
March, June, September and December, commencing with the first such date to
occur after the Closing Date, and on the last day of the Availability
Period.  The Unused Fee shall be
calculated quarterly in arrears, and if there is any change in the Applicable
Rate during any quarter, the actual daily amount shall be computed and
multiplied by the Applicable Rate separately for each period during such
quarter that such Applicable Rate was in effect.  For purposes of computing the Unused Fee,
Swing Line Loans shall not be counted towards or considered usage of the Aggregate
Commitments.


(b)           Agent’s Fees.  Borrower shall pay to Agent for Agent’s own
account, fees in the amounts and at the times specified in the letter
agreement, dated January 24, 2007 (the “Agent Fee Letter”), between
Borrower and Agent.  Such fees shall be
fully earned when paid and shall be nonrefundable for any reason whatsoever.


(c)           Lenders’ Upfront Fee.  On the Closing Date, Borrower shall pay to
Agent, for the account of each Lender in accordance with its respective
Applicable Percentage, an upfront fee in an amount of $62,500 (the Administrative
Agent hereby acknowledging receipt of $31,250 of such upfront fee prior to the
date hereof).  Such upfront fees are for
the credit facilities committed by Lenders under this Agreement and are fully
earned on the date paid.  The upfront fee
paid to each Lender is solely for its own account and is nonrefundable for any
reason whatsoever.


2.10        Computation of Interest and Fees.  All computations of
interest and fees shall be made on the basis of a 360-day year and actual days
elapsed (which results in more fees or interest, as applicable, being paid than
if computed on the basis of a 365-day year) except when interest is based on
the Prime Rate pursuant to Section 2.08 in which case computation of
interest on the basis of a year of 365 or 366 days, as the case may be, and
actual days elapsed.  Interest shall
accrue on each Loan for the day on which the Loan is made, and shall not accrue
on a Loan, or any portion thereof, for the day on which the Loan or such portion
is paid, provided that any Loan that is repaid on the same day on which
it is made shall, subject to Section 2.12(a), bear interest for one
day.  Each determination by Agent of an
interest rate or fee hereunder shall be conclusive and binding for all
purposes, absent manifest error.


2.11        Evidence of Debt.  (a) 
The Credit Extensions made by each Lender shall be evidenced by one or
more accounts or records maintained by such Lender and by Agent in the ordinary
course of business.  The accounts or
records maintained by Agent and each Lender shall be conclusive absent manifest
error of the amount of the Credit Extensions made by Lenders to Borrower and
the interest and payments thereon.  Any
failure to so record or any error in doing so shall not, however, limit or
otherwise affect the obligation of the Borrower hereunder to pay any amount
owing with respect to the Obligations. 
In the event of any conflict between the accounts and records maintained
by any Lender and the accounts and records of Agent in respect of such matters,
the accounts and records of Agent shall control in the absence of manifest
error.  Upon the request of any Lender
made through Agent, the Borrower shall execute and deliver to such Lender
(through Agent) a Note, which shall evidence such Lender’s Loans in addition to
such accounts or records.  Each Lender
may attach schedules to its Note and endorse thereon the date, type (if
applicable), amount and maturity of its Loans and payments with respect
thereto.



 37
 









(b)           In addition to the accounts and
records referred to in subsection (a), each Lender and Agent shall maintain in
accordance with its usual practice accounts or records evidencing the purchases
and sales by such Lender of participations in Letters of Credit and Swing Line
Loans.  In the event of any conflict
between the accounts and records maintained by Agent and the accounts and
records of any Lender in respect of such matters, the accounts and records of
Agent shall control in the absence of manifest error.


2.12        Payments
Generally; Agent’s Clawback.


(a)           (i)            General.  All payments to be made by the Borrower shall
be made without condition or deduction for any counterclaim, defense,
recoupment or setoff.  Except as
otherwise expressly provided herein, all payments by Borrower hereunder shall
be made to Agent, for the account of the respective Lenders to which such
payment is owed, at the Administrative Agent’s Office in Dollars and in
immediately available funds not later than 12:00 noon on the date specified
herein.  Agent will promptly distribute
to each Lender its Applicable Percentage (or other applicable share as provided
herein) of such payment in like funds as received by wire transfer to such
Lender’s Lending Office.  All payments
received by Agent after 12:00 noon shall be deemed received on the next
succeeding Business Day and any applicable interest or fee shall continue to
accrue.  If any payment to be made by
Borrower shall come due on a day other than a Business Day, payment shall be
made on the next following Business Day, and such extension of time shall be reflected
in computing interest or fees, as the case may be.


(ii)           On each date when the payment of any
principal, interest or fees are due hereunder or under any Note, the Borrower
agrees to maintain on deposit in an ordinary checking account maintained by the
Borrower with Agent (as such account shall be designated by the Borrower in a
written notice to Agent from time to time, the “Borrower Account”) an
amount sufficient to pay such principal, interest or  fees in full on such date.  The Borrower hereby authorizes Agent (A) to
deduct automatically all principal, interest or fees when due hereunder or
under any Note from the Borrower Account, and (B) if and to the extent any
payment of principal, interest or fees under this Agreement or any Note is not
made when due to deduct any such amount from any or all of the accounts of the
Borrower maintained at Agent.  Agent
agrees to provide written notice to the Borrower of any automatic deduction
made pursuant to this Section 2.12(a)(ii) showing in reasonable detail
the amounts of such deduction.  Lenders
agree to reimburse Borrower based on their Applicable Percentage for any
amounts deducted from such accounts in excess of amounts due hereunder and
under any other Loan Documents.


(b)           (i)            Funding
by Lenders; Presumption by Agent. 
Unless Agent shall have received notice from a Lender prior to 12:00
noon on the proposed date of any Committed Borrowing that such Lender will not
make available to Agent such Lender’s share of such Committed Borrowing, Agent
may assume that such Lender has made such share available in accordance with
and at the time required by Section 2.02) and may, in reliance upon such
assumption, make available to the Borrower a corresponding amount.  In such event, if a Lender has not in fact
made its share of the applicable Committed Borrowing available to Agent, then
the applicable Lender and the Borrower severally agree to pay to Agent
forthwith on demand such corresponding amount in immediately 



 38
 









available funds with interest thereon, for each day
from and including the date such amount is made available to the Borrower to
but excluding the date of payment to Agent, at (A) in the case of a payment to
be made by such Lender, the greater of the Federal Funds Rate and a rate
determined by Agent in accordance with banking industry rules on interbank
compensation, plus any administrative, processing or similar fees customarily
charged by Agent in connection with the foregoing and (B) in the case of a
payment to be made by the Borrower, the  interest rate applicable
to Loans.  If the Borrower and such
Lender shall pay such interest to Agent for the same or an overlapping period,
Agent shall promptly remit to the Borrower the amount of such interest paid by
the Borrower for such period.  If such
Lender pays its share of the applicable Committed Borrowing to Agent, then the
amount so paid shall constitute such Lender’s Committed Loan included in such
Committed Borrowing.  Any payment by the
Borrower shall be without prejudice to any claim the Borrower may have against
a Lender that shall have failed to make such payment to Agent.


(ii)           Payments by Borrower; Presumptions
by Agent.  Unless Agent shall have
received notice from the Borrower prior to the date on which any payment is due
to Agent for the account of the Lenders or the L/C Issuer hereunder that the
Borrower will not make such payment, Agent may assume that the Borrower has
made such payment on such date in accordance herewith and may, in reliance upon
such assumption, distribute to Lenders or the L/C Issuer, as the case may be,
the amount due.  In such event, if the
Borrower has not in fact made such payment, then each of Lenders or the L/C
Issuer, as the case may be, severally agrees to repay to Agent forthwith on
demand the amount so distributed to such Lender or the L/C Issuer, in
immediately available funds with interest thereon, for each day from and
including the date such amount is distributed to it to but excluding the date
of payment to Agent, at the greater of the Federal Funds Rate and a rate determined
by Agent in accordance with banking industry rules on interbank
compensation.  A notice of Agent to any
Lender or the Borrower with respect to any amount owing under this subsection
(b) shall be conclusive, absent manifest error.


(c)           Failure to Satisfy Conditions
Precedent.  If any Lender makes
available to Agent funds for any Loan to be made by such Lender as provided in
the foregoing provisions of this Article II, and such funds are not made
available to the Borrower by Agent because the conditions to the applicable
Credit Extension set forth in Article IV are not satisfied or waived in
accordance with the terms hereof, Agent shall promptly return such funds (in
like funds as received from such Lender) to such Lender, without interest.


(d)           Obligations of Lenders Several.  The obligations of Lenders hereunder to make
Committed Loans, to fund participations in Letters of Credit and Swing Line
Loans and to make payments under Section 10.04(c)  are several and not joint.  The failure of any Lender to make any
Committed Loan, to fund any such participation or  to make any payment under Section 10.04(c)
on any date required hereunder shall not relieve any other Lender of its
corresponding obligation to do so on such date, and no Lender shall be
responsible for the failure of any other Lender to so make its Committed Loan,
purchase its participation or to make its payment under Section 10.04(c):



 39
 









(e)           Funding Source.  Nothing herein shall be deemed to obligate
any Lender to obtain the funds for any Loan in any particular place or manner
or to constitute a representation by any Lender that it has obtained or will
obtain the funds for any Loan in any particular place or manner.


2.13        Sharing of Payments.  If any Lender shall, by exercising any right
of setoff or counterclaim or otherwise, obtain payment in respect of any
principal of or interest on any of the Committed Loans made by it, or the
participations in L/C Obligations or in Swing Line Loans held by it resulting
in such Lender’s receiving payment of a proportion of the aggregate amount of
such Committed Loans or participations and accrued interest thereon greater
than its pro  rata share thereof as provided herein, then the
Lender receiving such greater proportion shall (a) notify Agent of such fact,
and (b) purchase (for cash at face value) participations in the Committed Loans
and subparticipations in L/C Obligations and Swing Line Loans of the other
Lenders, or make such other adjustments as shall be equitable, so that the
benefit of all such payments shall be shared by the Lenders ratably in
accordance with the aggregate amount of principal of and accrued interest on
their respective Committed Loans and other amounts owing them, provided
that:


(i)            if any such participations or
subparticipations are purchased and all or any portion of the payment giving
rise thereto is recovered, such participations or subparticipations shall be
rescinded and the purchase price restored to the extent of such recovery,
without interest; and


(ii)           the provisions of this Section shall
not be construed to apply to (x) any payment made by the Borrower pursuant to
and in accordance with the express terms of this Agreement or (y) any payment
obtained by a Lender as consideration for the assignment of or sale of a
participation in any of its Committed Loans or subparticipations in L/C
Obligations or Swing Line Loans to any assignee or participant, other than to
Borrower or any Subsidiary thereof (as to which the provisions of this Section
shall apply).


Each Loan Party consents to the foregoing and agrees,
to the extent it may effectively do so under applicable law, that any Lender
acquiring a participation pursuant to the foregoing arrangements may exercise
against such Loan Party rights of setoff and counterclaim with respect to such
participation as fully as if such Lender were a direct creditor of such Loan
Party in the amount of such participation.


2.14        Increase
in Commitments.


(a)           Request for Increase.  Provided there exists no Event of Default,
upon notice to the Administrative Agent (which shall promptly notify the
Lenders), the Borrower may from time to time, request an increase in the
Aggregate Commitments by an aggregate amount (for all such requests) not
exceeding $25,000,000; provided that any such request for an increase shall
be in a minimum amount of $5,000,000.  At
the time of sending such notice, the Borrower (in consultation with the
Administrative Agent) shall specify the time period within which each Lender is
requested to respond (which shall in no event be less than ten (10) Business
Days from the date of delivery of such notice to the Lenders).



 40
 









(b)           Lender Elections to Increase.  Each Lender shall notify the Administrative
Agent within such time period whether or not it agrees to increase its
Commitment and, if so, whether by an amount equal to, greater than, or less
than its Applicable Percentage of such requested increase.  Any Lender not responding within such time
period shall be deemed to have declined to increase its Commitment.


(c)           Notification by Administrative
Agent; Additional Lenders.  The
Administrative Agent shall notify the Borrower and each Lender of the Lenders’
responses to each request made hereunder. 
To achieve the full amount of a requested increase and subject to the
approval of the Administrative Agent, the L/C Issuer and the Swing Line Lender
(which approvals shall not be unreasonably withheld), the Borrower may also
invite additional Eligible Assignees to become Lenders pursuant to a joinder
agreement in form and substance reasonably satisfactory to the Administrative
Agent and its counsel.


(d)           Effective Date and Allocations.  If the Aggregate Commitments are increased in
accordance with this Section, the Administrative Agent and the Borrower shall
determine the effective date (the “Increase Effective Date”) and the
final allocation of such increase.  The
Administrative Agent shall promptly notify the Borrower and the Lenders of the
final allocation of such increase and the Increase Effective Date.


(e)           Conditions to Effectiveness of
Increase.  As a condition precedent
to such increase, the Borrower shall deliver to the Administrative Agent a
certificate of each Loan Party dated as of the Increase Effective Date (in
sufficient copies for each Lender) signed by a Responsible Officer of such Loan
Party (i) certifying and attaching the resolutions adopted by such Loan Party
approving or consenting to such increase, and (ii) in the case of the Borrower,
certifying that, before and after giving effect to such increase, (A) the
representations and warranties contained in Article V and the other Loan
Documents are true and correct on and as of the Increase Effective Date, except
to the extent that such representations and warranties specifically refer to an
earlier date, in which case they are true and correct as of such earlier date,
and except that for purposes of this Section 2.14, the representations
and warranties contained in subsections (a) and (b) of Section 5.05
shall be deemed to refer to the most recent statements furnished pursuant to
clauses (a) and (b), respectively, of Section 6.01, and (B) no Default
exists.  The Borrower shall prepay any
Committed Loans outstanding on the Increase Effective Date to the extent
necessary to keep the outstanding Committed Loans ratable with any revised
Applicable Percentages arising from any nonratable increase in the Commitments
under this Section.


(f)            Conflicting Provisions.  This Section shall supersede any provisions
in Section 2.13 or 10.01 to the contrary.



 41
 









ARTICLE III.      TAXES,
YIELD PROTECTION AND ILLEGALITY


3.01        Taxes.


(a)           Payments Free of Taxes.  Any and all payments by the Borrower to or on
account of any obligation of the Borrower hereunder or under any other Loan
Document shall be made free and clear of and without reduction or withholding
for any Indemnified Taxes or Other Taxes, provided that if the Borrower shall
be required by any applicable law to deduct any Indemnified Taxes (including
any Other Taxes) from such payments, then, (i) the sum payable shall be increased
as necessary so that after making all required deductions (including deductions
applicable to additional sums payable under this Section), Agent, Lender or L/C
Issuer, as the case may be, receives an amount equal to the sum it would have
received had no such deductions been made, (ii) the Borrower shall make such
deductions, and (iii) the Borrower shall timely pay the full amount deducted to
the relevant Governmental Authority in accordance with applicable law.


(b)           Payment of Other Taxes by Borrower.  Without limiting the provisions of subsection
(a) above, the Borrower shall timely pay any Other Taxes to the relevant
Governmental Authority in accordance with applicable law.


(c)           Indemnification by Borrower.   The Borrower shall indemnify Agent, each Lender
and the L/C Issuer, within 10 days after demand therefor, for the full amount
of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other
Taxes imposed or asserted on or attributable to amounts payable under this
Section) paid by Agent, such Lender or the L/C Issuer, as the case may be, and
any penalties, interest and reasonable expenses arising therefrom or with
respect thereto, whether or not such Indemnified Taxes or Other Taxes were
correctly or legally imposed or asserted by the relevant Governmental
Authority.  A certificate as to the
amount of such payment or liability delivered to the Borrower by a Lender or
the L/C Issuer (with a copy to Agent), or by Agent on its own behalf or on
behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest
error.


(d)           Evidence of Payments.  As soon as practicable after any payment of
Indemnified Taxes or Other Taxes by Borrower to a Governmental Authority,
Borrower shall deliver to Agent the original or a certified copy of a receipt
issued by such Governmental Authority evidencing such payment, a copy of the
return reporting such payment or other evidence of such payment reasonably
satisfactory to Agent.


(e)           Status of Lenders.  Any Lender, if requested by the Borrower or
Agent, shall deliver such documentation prescribed by applicable law or
reasonably requested by the Borrower or Agent as will enable the Borrower or
Agent to determine whether or not such Lender is subject to backup withholding
or information reporting requirements.


(f)            Treatment of Certain Refunds.  If Agent, any Lender or the L/C Issuer
determines, in its sole discretion, that it has received a refund of any Taxes
or Other Taxes as to which it has been indemnified by the Borrower or with
respect to which the Borrower has paid additional amounts pursuant to this
Section, it shall pay to the Borrower an amount equal to such refund (but only
to the extent of indemnity payments made, or additional amounts paid, by the
Borrower under this Section with respect to the Taxes or Other Taxes giving
rise to such refund), net of all out-of-pocket expenses of Agent, such Lender
or the L/C Issuer, as the case may be, and without interest (other than any
interest paid by the relevant Governmental Authority with respect to such refund),
provided that the Borrower, upon the request of Agent, such Lender or
the L/C Issuer, agrees to repay the amount paid over to the Borrower (plus any
penalties, interest or other charges imposed by the relevant Governmental
Authority) to Agent, such Lender or the L/C Issuer in the event Agent, such
Lender or the L/C Issuer is required to repay such refund to such Governmental
Authority.  This subsection shall not be
construed to require Agent, any Lender or the L/C Issuer to make available its
tax returns (or any other information relating to its taxes that it deems
confidential) to the Borrower or any other Person.



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3.02        [Reserved]


3.03        [Reserved]


3.04        Increased
Costs.


(a)           Increased
Costs Generally.  If any Change in
Law shall:


(i)            impose, modify or deem applicable
any reserve, special deposit, compulsory loan, insurance charge or similar
requirement against assets of, deposits with or for the account of, or credit
extended or participated in by, any Lender (except any reserve requirement
reflected in the LIBOR Monthly Floating Rate) or the L/C Issuer;


(ii)           subject any Lender or the L/C Issuer
to any tax of any kind whatsoever with respect to this Agreement, any Letter of
Credit, any Loan, or any participation in a Letter of Credit made by it, or
change the basis of taxation of payments to such Lender or the L/C Issuer in
respect thereof (except for Indemnified Taxes or Other Taxes covered by Section
3.01 and the imposition of, or any change in the rate of, any Excluded Tax
payable by such Lender or the L/C Issuer); or


(iii)          impose on any Lender or the L/C Issuer
or the London interbank market any other condition, cost or expense affecting
this Agreement any Loan made by such Lender or any Letter of Credit or
participation therein;


and the result of any of the foregoing shall be to
increase the cost to such Lender of making or maintaining any Loan (or of
maintaining its obligation to make any such Loan), or to increase the cost to
such Lender or the L/C Issuer of participating in, issuing or maintaining any Letter
of Credit (or of maintaining its obligation to participate in or to issue any
Letter of Credit), or to reduce the amount of any sum received or receivable by
such Lender or the L/C Issuer hereunder (whether of principal, interest or any
other amount) then, upon request of such Lender or the L/C Issuer, Borrower
will pay to such Lender or the L/C Issuer, as the case may be, such additional
amount or amounts as will compensate such Lender or the L/C Issuer, as the case
may be, for such additional costs incurred or reduction suffered.


(b)           Capital Requirements.  If any Lender or the L/C Issuer determines
that any Change in Law affecting such Lender or the L/C Issuer or any Lending
Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if
any, regarding capital requirements has or would have the effect of reducing
the rate of return on such Lender’s or the L/C Issuer’s capital or on the
capital of such Lender’s or the L/C Issuer’s holding company, if any, as a
consequence of this Agreement, the Commitments of such Lender or the Loans made
by, or participations in Letters of Credit held by, such Lender, or the Letters
of Credit issued by the L/C Issuer, to a level below that which such Lender or
the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have
achieved but for such Change in Law (taking into consideration such Lender’s or
the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s
holding company with respect to capital adequacy), then from time to time the
Borrower will pay to such Lender or the L/C Issuer, as the case may be, such
additional amount or amounts as will compensate such Lender or the L/C Issuer
or such Lender’s or the L/C Issuer’s holding company for any such reduction
suffered.



 43
 









(c)           Certificates for Reimbursement.  A certificate of a Lender or the L/C Issuer
setting forth the amount or amounts necessary to compensate such Lender or the
L/C Issuer or its holding company, as the case may be, as specified in
subsection (a) or (b) of this Section and delivered to the Borrower shall be
conclusive absent manifest error.  The
Borrower shall pay such Lender or the L/C Issuer, as the case may be, the
amount shown as due on any such certificate within 10 days after receipt
thereof.


(d)           Delay in Requests.  Each Lender and the L/C Issuer shall promptly
notify the Borrowers of any event occurring after the Closing Date entitling
the Lender or the L/C Issuer to compensation under any of the preceding
subsections, but no failure or delay on the part of any Lender or the L/C
Issuer to demand compensation pursuant to the foregoing provisions of this
Section shall constitute a waiver of such Lender’s or the L/C Issuer’s right to
demand such compensation, provided that the Borrower shall not be required
to compensate a Lender or the L/C Issuer pursuant to the foregoing provisions
of this Section for any increased costs incurred or reductions suffered more
than six months prior to the date that such Lender or the L/C Issuer, as the
case may be, notifies the Borrower of the Change in Law giving rise to such
increased costs or reductions and of such Lender’s or the L/C Issuer’s
intention to claim compensation therefor (except that, if the Change in Law
giving rise to such increased costs or reductions is retroactive, then the
six-month period referred to above shall be extended to include the period of
retroactive effect thereof).


3.05        [Reserved]


3.06        Mitigation Obligations.


(a)           Designation of a Different Lending
Office.  If any Lender requests
compensation under Section 3.04, or Borrower is required to pay any
additional amount to any Lender or any Governmental Authority for the account
of any Lender pursuant to Section 3.01, or if the proviso to Section
2.08 shall apply with respect to a Lender, then such Lender shall use
reasonable efforts to designate a different Lending Office for funding or
booking its Loans hereunder or to assign its rights and obligations hereunder
to another of its offices, branches or affiliates, if, in the judgment of such
Lender, such designation or assignment (i) would eliminate or reduce amounts
payable pursuant to Section 3.01 or 3.04, as the case may be, in
the future, or eliminate the applicability of the proviso to Section 2.08
to such Lender, as applicable, and (ii) in each case, would not subject such
Lender to any unreimbursed cost or expense and would not otherwise be
disadvantageous to such Lender.  The
Borrower hereby agree to pay all reasonable costs and expenses incurred by any
Lender in connection with any such designation or assignment.



 44
 









(b)           Replacement of Lenders.  If any Lender requests compensation under Section
3.04, or if the Borrower is required to pay any additional amount to any
Lender or any Governmental Authority for the account of any Lender pursuant to Section
3.01, then the Borrower may, at its sole expense and effort, upon notice to
such Lender and the Administrative Agent, require such Lender to assign and
delegate, without recourse (in accordance with and subject to the restrictions
contained in, and consents required by, Section 10.06), all of its
interests, rights and obligations under this Agreement and the related Loan
Documents to an assignee that shall assume such obligations (which assignee may
be another Lender, if a Lender accepts such assignment), provided that:


(i)            the Borrower shall have paid to the
Agent the assignment fee specified in Section 10.06(b);


(ii)           such Lender shall have received
payment of an amount equal to the outstanding principal of its Loans and L/C
Advances, accrued interest thereon, accrued fees and all other amounts payable
to it hereunder and under the other Loan Documents from the assignee (to the
extent of such outstanding principal and accrued interest and fees) or the
Borrower (in the case of all other amounts);


(iii)          such assignment will result in a
reduction in compensation under Section 3.04 or payments under Section
3.01, as applicable, thereafter; and


(iv)          such assignment does not conflict with
applicable Laws.


A Lender shall not be required to make any such assignment or
delegation if, prior thereto, as a result of a waiver by such Lender or
otherwise, the circumstances entitling the Borrower to require such assignment
and delegation cease to apply.


3.07        Survival.  All of the Borrower’s obligations under this Article
III shall survive termination of the Aggregate Commitments and repayment of
all other Obligations hereunder.


ARTICLE IV.      CONDITIONS
PRECEDENT TO CREDIT EXTENSIONS


4.01        Conditions of Initial Credit Extension.  The obligation of the L/C Issuer and each
Lender to make its initial Credit Extension hereunder is subject to
satisfaction of the following conditions precedent:


(a)           Agent’s receipt of the following,
each of which shall be originals or telecopies (or other electronic form, in
any case followed promptly by originals) unless otherwise specified, each
properly executed by a Responsible Officer of the signing Loan Party, each
dated the Closing Date (or, in the case of certificates of governmental
officials, a recent date before the Closing Date) and each in form and
substance satisfactory to Agent and each of the Lenders:


(i)            executed counterparts of this
Agreement, all Collateral Documents and the Guaranty, sufficient in number for
distribution to Agent, each Lender and Borrower;


(ii)           a Note executed by the Borrower in
favor of each Lender requesting a Note;



 45
 









(iii)          such certificates of resolutions or
other action, incumbency certificates and/or other certificates of Responsible
Officers of each Loan Party as Agent may require evidencing the identity, authority
and capacity of each Responsible Officer thereof authorized to act as a
Responsible Officer in connection with this Agreement and the other Loan
Documents to which such Loan Party is a party;


(iv)          such documents and certifications as
Agent may reasonably require to evidence that each Loan Party is duly organized
or formed, and that each Loan Party is validly existing, in good standing and
qualified to engage in business in each jurisdiction where its ownership, lease
or operation of properties or the conduct of its business requires such
qualification, except to the extent that failure to do so could not reasonably
be expected to have a Material Adverse Effect;


(v)           a favorable opinion of counsel to the
Loan Parties acceptable to Agent, addressed to Agent on behalf of the Lenders,
as to the matters set forth concerning the Loan Parties and the Loan Documents
in form and substance satisfactory to Agent;


(vi)          a certificate of a Responsible Officer
of each Loan Party either (A) attaching copies of all consents, licenses and
approvals required in connection with the execution, delivery and performance
by such Loan Party and the validity against such Loan Party of the Loan
Documents to which it is a party, and such consents, licenses and approvals
shall be in full force and effect, or (B) stating that no such consents,
licenses or approvals are so required;


(vii)         a certificate signed by a Responsible
Officer of Borrower certifying that, except as expressly disclosed in any
Schedule to this Agreement, (A) the conditions specified in Sections 4.02(a)
and (b) have been satisfied, (B) there is no action, suit, investigation
or proceeding pending or, to the knowledge of the Borrower, threatened in any
court or before any arbitrator or Governmental Authority that could reasonably
be expected to have, either individually or in the aggregate, a Material
Adverse Effect, and (C) there has been no other event or circumstance since the
date of the Audited Financial Statements that has had or could be reasonably
expected to have, either individually or in the aggregate, a Material Adverse
Effect;


(viii)        evidence that all insurance required to
be maintained pursuant to the Loan Documents has been obtained and is in
effect;


(ix)           evidence that the Administrative
Agent (on behalf of itself and the Lenders) shall have a valid and perfected
first priority (except with respect to Permitted Liens) Lien on the Collateral
(other than Excluded Property);


(x)            a duly completed Compliance
Certificate as of December 31, 2006 (the calculations therein to give pro forma
effect to the ATSI Acquisition as if such transaction had been consummated
prior to January 1, 2006), signed by a Responsible Officer of Borrower;



 46
 









(xi)            (A) the Audited Financial
Statements, (B) pro forma consolidated and consolidating balance sheets of the
Borrower and its Subsidiaries (including ATSI) for the fiscal year ended
December 31, 2006, and the related consolidated and consolidating statements of
income or operations, shareholders’ equity and cash flows for the twelve months
then ended giving effect to the ATSI Acquisition all prepared in accordance
with GAAP, and (C) quarterly financial forecasts of the Borrower and its
Subsidiaries, on a consolidated and consolidating basis, prepared by management
of the Borrower including balance sheets and related statements of income or
operations, shareholders’ equity and cash flows for (1) the fiscal quarter of
the Borrower ended on March 31, 2007, and (2) the next eight (8) fiscal
quarters of the Borrower thereafter, in each case certified by the chief
financial officer of the Borrower;


(xii)          accounts receivable aging reports,
accounts payable aging reports and contract backlog reports of the Borrower,
its Subsidiaries and any other Persons known by the Borrower to be a target of
an Acquisition by the Borrower (or a Subsidiary) on the Closing Date;


(xiii)         evidence that the Existing Credit
Agreement has been or concurrently with the Closing Date is being terminated
and all Liens securing obligations under the Existing Credit Agreement have
been or concurrently with the Closing Date are being released; and


(xiv)        all field audits and such other reports,
assurances, certificates, documents, consents or opinions as Agent, the L/C
Issuer, Swing Line Lender or the Required Lenders reasonably may require.


(b)           The Agent’s Fee, the Upfront Fee and
any other fees required to be paid on or before the Closing Date shall have
been paid.


(c)           Unless waived by Agent, Borrower
shall have paid all reasonable fees, charges and disbursements of counsel to
Agent (directly to such counsel if requested by Agent) to the extent invoiced
prior to or on the Closing Date, plus such additional amounts of such fees,
charges and disbursements as shall constitute its reasonable estimate of such
fees, charges and disbursements incurred or to be incurred by it through the
closing proceedings (provided that such estimate shall not thereafter preclude
a final settling of accounts between Borrower and Agent).


(d)           The Closing Date shall have occurred
on or before June 4, 2007.


Without limiting the generality of the provisions of Section
9.04, for purposes of determining compliance with the conditions specified
in this Section 4.01, each Lender that has signed this Agreement shall
be deemed to have consented to, approved or accepted or to be satisfied with,
each document or other matter required thereunder to be consented to or
approved by or acceptable or satisfactory to a Lender unless Agent shall have
received notice from such Lender prior to the proposed Closing Date specifying
its objection thereto.


4.02        Conditions to all Credit Extensions.  The obligation of each Lender to honor any
Request for Credit Extension is subject to the following conditions precedent:


(a)           The representations and warranties of
the Borrower and each other Loan Party contained in Article V or any
other Loan Document, or which are contained in any document furnished at any
time under or in connection herewith or therewith, shall be true and correct on
and as of the date of such Credit Extension, except to the extent that such
representations and warranties specifically refer to an earlier date, in which
case they shall be true and correct as of such earlier date, and except that
for purposes of this Section 4.02, the representations and warranties
contained in subsections (a) and (b) of Section 5.05 shall be deemed to
refer to the most recent statements furnished pursuant to clauses (a) and (b),
respectively, of Section 6.01.



 47
 









(b)           No Default shall exist, or would
result from such proposed Credit Extension or from the application of the
proceeds thereof.


(c)           Agent and, if applicable, the L/C
Issuer or Swing Line Lender shall have received a Request for Credit Extension
in accordance with the requirements hereof.


(d)           Agent shall have received, in form
and substance satisfactory to it, such other assurances, certificates,
documents or consents related to the foregoing as Agent or the Required Lenders
reasonably may require.


Each Request for Credit Extension  submitted by Borrower shall be deemed to be a
representation and warranty that the conditions specified in Sections
4.02(a) and (b) have been satisfied on and as of the date of the
applicable Credit Extension.


ARTICLE V.      REPRESENTATIONS
AND WARRANTIES


Borrower represents and warrants to Agent and the
Lenders that:


5.01        Existence, Qualification and Power.  Each Loan Party and each Subsidiary thereof
(a) is duly organized or formed, validly existing and, as applicable, in good
standing under the Laws of the jurisdiction of its incorporation or organization,
(b) has all requisite power and authority and all requisite governmental
licenses, authorizations, consents and approvals to (i) own or lease its assets
and carry on its business and (ii) execute, deliver and perform its obligations
under the Loan Documents to which it is a party, and (c) is duly qualified and
is licensed and in good standing under the Laws of each jurisdiction where its
ownership, lease or operation of properties or the conduct of its business
requires such qualification or license; except in each case referred to in
clause (b)(i) or (c), to the extent that failure to do so could not reasonably
be expected to have a Material Adverse Effect.


5.02        Authorization; No Contravention.  The execution, delivery and performance by
each Loan Party of each Loan Document to which such Person is party, have been
duly authorized by all necessary corporate or other organizational action, and
do not and will not (a) contravene the terms of any of such Person’s
Organization Documents; (b) conflict with or result in any breach or
contravention of, or the creation of any Lien under, or require any payment to
be made under (i) any Contractual Obligation to which such Person is a party or
affecting such Person or the properties of such Person or any of its
Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental
Authority or any arbitral award to which such Person or its property is
subject; or (c) violate any Law.



 48
 









5.03        Governmental Authorization; Other
Consents.  Except as
set forth on Schedule 5.03, no approval, consent, exemption,
authorization, or other action by, or notice to, or filing with, any
Governmental Authority or any other Person is necessary or required in
connection with the execution, delivery or performance by, or enforcement
against, any Loan Party of this Agreement or any other Loan Document.


5.04        Binding Effect.  This Agreement has been, and each other Loan
Document, when delivered hereunder, will have been, duly executed and delivered
by each Loan Party that is party thereto. 
This Agreement constitutes, and each other Loan Document when so
delivered will constitute, a legal, valid and binding obligation of such Loan
Party, enforceable against each Loan Party that is party thereto in accordance
with its terms.


5.05        Financial Statements; No Material
Adverse Effect; No Internal Control Event.  (a) 
The Audited Financial Statements (i) were prepared in accordance with
GAAP consistently applied throughout the period covered thereby, except as
otherwise expressly noted therein; (ii) fairly present the financial condition
of ATSI and its Subsidiaries as of the date thereof and their results of
operations for the period covered thereby in accordance with GAAP consistently
applied throughout the period covered thereby, except as otherwise expressly
noted therein; and (iii) show all material indebtedness and other liabilities,
direct or contingent, of ATSI and its Subsidiaries as of the date thereof,
including liabilities for taxes, material commitments and Indebtedness.


(b)           The consolidated and consolidating
pro forma balance sheets of Borrower and its Subsidiaries as of December 31,
2006, and the related consolidated and consolidating pro forma statements of
income and cash flows of Borrower and its Subsidiaries for the twelve months
then ended giving pro forma effect to the ATSI Acquisition, certified by the
chief financial officer of Borrower, copies of which have been furnished to
each Lender, fairly present the consolidated and consolidating pro forma
financial condition of Borrower and its Subsidiaries as at such date and the
consolidated and consolidating pro forma results of operations of Borrower and
its Subsidiaries for the period ended on such date, all in accordance with
GAAP.


(c)           Since the date of the Audited Financial
Statements, there has been no event or circumstance, either individually or in
the aggregate, that has had or could reasonably be expected to have a Material
Adverse Effect.


(d)           To the best knowledge of Borrower,
since the date of the most recent quarterly report filed with the SEC prior to
the Closing Date, no Internal Control Event exists or has occurred with respect
to the Borrower and its Subsidiaries, including, without limitation, ATSI, that
has resulted in or could reasonably be expected to result in a misstatement in
any material respect, in any financial information delivered or to be delivered
to Agent or Lenders, of (i) covenant compliance calculations provided hereunder
or (ii) the assets, liabilities, financial condition or results of operations
of Borrower and its Subsidiaries on a consolidated basis.


(e)           The consolidated and consolidating
forecasted balance sheet and statements of income and cash flows of Borrower
and its Subsidiaries delivered pursuant to Section 6.01(c) were prepared
in good faith on the basis of the assumptions stated therein, which assumptions
were fair in light of the conditions existing at the time of delivery of such
forecasts, and represented, at the time of delivery, the Borrower’s best
estimate of its future financial condition and performance.



 49















5.06        Litigation.  There are no actions, suits, proceedings,
claims or disputes pending or, to the knowledge of Borrower after due and
diligent investigation or threatened, at law, in equity, in arbitration or
before any Governmental Authority, by or against Borrower or any of its
Subsidiaries or against any of their properties or revenues that (a) purport to
affect or pertain to this Agreement or any other Loan Document, or any of the
transactions contemplated hereby, or (b) except for collections work where a
Loan Party is the plaintiff or otherwsie as specifically disclosed in Schedule
5.06, either individually or in the aggregate, if determined adversely,
could reasonably be expected to have a Material Adverse Effect, and there has
been no adverse change in the status, or financial effect on any Loan Party or
any Subsidiary thereof, of the matters described on Schedule 5.06.


5.07        No Default.  Neither any Loan Party nor any Subsidiary
thereof is in default under or with respect to any Contractual Obligation that
could, either individually or in the aggregate, reasonably be expected to have
a Material Adverse Effect.  No Default
has occurred and is continuing or would result from the consummation of the
transactions contemplated by this Agreement or any other Loan Document.


5.08        Ownership of Property; Liens.  Each of Borrower and each Subsidiary has good
record and marketable title in fee simple to, or valid leasehold interests in,
all real property necessary or used in the ordinary conduct of its business, except
for matters of record and such defects in title as could not, individually or
in the aggregate, reasonably be expected to have a Material Adverse
Effect.  The property of Borrower and its
Subsidiaries is subject to no Liens, other than Permitted Liens.


5.09        Environmental Compliance.  Borrower and its Subsidiaries conduct in the
ordinary course of business a review of the effect of existing Environmental
Laws and claims alleging potential liability or responsibility for violation of
any Environmental Law on their respective businesses, operations and
properties, and as a result thereof Borrower has reasonably concluded that,
except as specifically disclosed in Schedule 5.09, such Environmental
Laws and claims could not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect.


5.10        Insurance.  The properties of Borrower and its
Subsidiaries are insured with financially sound and reputable insurance
companies not Affiliates of Borrower, in such amounts (after giving effect to
any self-insurance compatible with the following standards), with such
deductibles and covering such risks as are customarily carried by companies
engaged in similar businesses and owning similar properties in localities where
Borrower or the applicable Subsidiary operates.


5.11        Taxes.  Borrower and its Subsidiaries have filed all
Federal, state and other material tax returns and reports required to be filed,
and have paid all Federal, state and other material taxes, assessments, fees
and other governmental charges levied or imposed upon them or their properties,
income or assets otherwise due and payable, except those which are being
contested in good faith by appropriate proceedings diligently conducted and for
which adequate reserves have been provided in accordance with GAAP.  There is no proposed tax assessment against
Borrower or any Subsidiary that would, if made, have a Material Adverse Effect.



 50
 









5.12        ERISA Compliance.  (a) 
Each Plan is in compliance in all material respects with the applicable
provisions of ERISA, the Code and other Federal or state Laws.  Each Plan that is intended to qualify under
Section 401(a) of the Code has received a favorable determination letter from
the IRS or an application for such a letter is currently being processed by the
IRS with respect thereto and, to the best knowledge of Borrower, nothing has
occurred which would prevent, or cause the loss of, such qualification.  Borrower and each ERISA Affiliate have made
all required contributions to each Plan subject to Section 412 of the Code, and
no application for a funding waiver or an extension of any amortization period
pursuant to Section 412 of the Code has been made with respect to any Plan.


(b)           There are no pending or, to the best
knowledge of Borrower, threatened claims, actions or lawsuits, or action by any
Governmental Authority, with respect to any Plan that could be reasonably be
expected to have a Material Adverse Effect. 
There has been no prohibited transaction or violation of the fiduciary
responsibility rules with respect to any Plan that has resulted or could
reasonably be expected to result in a Material Adverse Effect.


(c)           (i) 
No ERISA Event has occurred or is reasonably expected to occur; (ii) no
Pension Plan has any Unfunded Pension Liability; (iii) neither Borrower nor any
ERISA Affiliate has incurred, or reasonably expects to incur, any liability
under Title IV of ERISA with respect to any Pension Plan (other than premiums
due and not delinquent under Section 4007 of ERISA); (iv) neither Borrower nor
any ERISA Affiliate has incurred, or reasonably expects to incur, any liability
(and no event has occurred which, with the giving of notice under Section 4219
of ERISA, would result in such liability) under Section 4201 or 4243 of ERISA
with respect to a Multiemployer Plan; and (v) neither Borrower nor any ERISA
Affiliate has engaged in a transaction that could be subject to Section 4069 or
4212(c) of ERISA.


5.13        Subsidiaries.  As of the Closing Date, Borrower has no
Subsidiaries other than those specifically disclosed in Part (a) of Schedule
5.13, and all of the outstanding Equity Interests in such Subsidiaries have
been validly issued, are fully paid and nonassessable and are owned by a Loan
Party in the amounts specified on Part (a) of Schedule 5.13 free and
clear of all Liens. Borrower has no equity investments in any other corporation
or entity other than those specifically disclosed in Part(b) of Schedule
5.13.  All of the outstanding Equity
Interests in Borrower have been validly issued and are fully paid and
nonassessable.


5.14        Margin Regulations; Investment Company
Act.  Borrower is not
engaged and will not engage, principally or as one of its important activities,
in the business of purchasing or carrying margin stock (within the meaning of
Regulation U issued by the FRB), or extending credit for the purpose of
purchasing or carrying margin stock. 
Following the application of the proceeds of each Borrowing or drawing
under each Letter of Credit, not more than 25% of the value of the assets
(either of Borrower only or of Borrower and its Subsidiaries on a consolidated
basis) subject to the provisions of Section 7.01 or Section 7.05
or subject to any restriction contained in any agreement or instrument between
Borrower and any Lender or any Affiliate of any Lender relating to Indebtedness
and within the scope of Section 8.01(e) will be margin stock.



 51
 









5.15        Disclosure.  Borrower has disclosed to Agent and Lenders
all agreements, instruments and corporate or other restrictions to which it or
any of its Subsidiaries is subject, and all other matters known to it, that,
individually or in the aggregate, could reasonably be expected to result in a
Material Adverse Effect.  No report,
financial statement, certificate or other information furnished (whether in writing
or orally) by or on behalf of any Loan Party to Agent or any Lender in
connection with the transactions contemplated hereby and the negotiation of
this Agreement or delivered hereunder or under any other Loan Document (in each
case, as modified or supplemented by other information so furnished) contains
any material misstatement of fact or omits to state any material fact necessary
to make the statements therein, in the light of the circumstances under which
they were made, not misleading; provided that, with respect to projected
financial information, Borrower represents only that such information was
prepared in good faith based upon assumptions believed to be reasonable at the
time.


5.16        Compliance with Laws.  Each Loan Party and each Subsidiary thereof
is in compliance in all material respects with the requirements of all Laws and
all orders, writs, injunctions and decrees applicable to it or to its
properties, except in such instances in which (a) such requirement of Law or
order, writ, injunction or decree is being contested in good faith by
appropriate proceedings diligently conducted or (b) the failure to comply
therewith, either individually or in the aggregate, could not reasonably be
expected to have a Material Adverse Effect.


5.17        Taxpayer Identification Number.  Borrower’s true and correct U.S. taxpayer
identification number is set forth on Schedule 10.02.


5.18        Intellectual Property; Licenses, Etc.  Borrower and its Subsidiaries own, or possess
the right to use, all of the trademarks, service marks, trade names,
copyrights, patents, patent rights, franchises, licenses and other intellectual
property rights that are reasonably necessary for the operation of their
respective businesses, without conflict with the rights of any other Person.  To the best knowledge of Borrower, no slogan
or other advertising device, product, process, method, substance, part or other
material now employed, or now contemplated to be employed, by Borrower or any
Subsidiary infringes upon any rights held by any other Person.  No claim or litigation regarding any of the
foregoing is pending or, to the best knowledge of Borrower, threatened, which,
either individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect.


5.19        Rights in Collateral; Priority of Liens.  Borrower and each other Loan Party own the
property granted by it as Collateral under the Collateral Documents, free and
clear of any and all Liens in favor of third parties.  Upon the proper filing of UCC financing
statements, and the taking of the other actions required by the Required
Lenders, the Liens granted pursuant to the Collateral Documents will constitute
valid and enforceable first, prior and perfected Liens on the Collateral in
favor of Agent, for the ratable benefit of Agent and Lenders.


ARTICLE VI.      AFFIRMATIVE
COVENANTS


So long as any Lender shall have any Commitment
hereunder, any Loan or other Obligation hereunder shall remain unpaid or
unsatisfied, or any Letter of Credit shall remain outstanding, Borrower shall, and
shall (except in the case of the covenants set forth in Sections 6.01, 6.02,  and 6.03) cause each Subsidiary to:



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6.01        Financial Statements.  Deliver to Agent a sufficient number of
copies for delivery by Agent to each Lender, in form and detail satisfactory to
Agent and the Required Lenders:


(a)           as soon as available, but in any
event within 90 days after the end of each fiscal year of Borrower, a
consolidated and consolidating balance sheet of Borrower and its Subsidiaries
as at the end of such fiscal year, and the related consolidated and
consolidating statements of income or operations, shareholders’ equity and cash
flows for such fiscal year, setting forth in each case in comparative form the
figures for the previous fiscal year, all in reasonable detail and prepared in
accordance with GAAP, such consolidated statements to be audited and
accompanied by (i) a report and opinion of a Registered Public Accounting Firm
of nationally recognized standing reasonably acceptable to the Required Lenders
as to whether such financial statements
are free of material misstatement, which report and opinion shall be
prepared in accordance with audit
standards of the Public Company Accounting Oversight Board and shall not
be subject to any “going concern” or like qualification or exception or any
qualification or exception as to the scope of such audit or with respect to the
absence of any material misstatement and (ii) an opinion of such Registered
Public Accounting Firm independently assessing Borrower’s internal controls
over financial reporting in accordance with Item 308 of SEC Regulation S-K,
PCAOB Auditing Standard No. 2, and Section 404 of Sarbanes-Oxley expressing a
conclusion that contains no statement that there is a material weakness in such
internal controls, except for such material weaknesses as to which the Required
Lenders do not object, and such consolidating statements to be certified by the
chief executive officer, chief financial officer, treasurer or controller of
Borrower to the effect that such statements are fairly stated in all material
respects when considered in relation to the consolidated financial statements
of Borrower and its Subsidiaries;


(b)           as soon as available, but in any
event within 45 days after the end of each of the first three fiscal quarters
of each fiscal year of Borrower, a consolidated and consolidating balance sheet
of Borrower and its Subsidiaries as at the end of such fiscal quarter, and the
related consolidated and consolidating statements of income or operations,
shareholders’ equity and cash flows for such fiscal quarter and for the portion
of Borrower’s fiscal year then ended, setting forth in each case in comparative
form the figures for the corresponding fiscal quarter of the previous fiscal
year and the corresponding portion of the previous fiscal year, all in
reasonable detail, such consolidating statements to be certified by the chief
executive officer, chief financial officer, treasurer or controller of Borrower
as fairly presenting the financial condition, results of operations,
shareholders’ equity and cash flows of Borrower and its Subsidiaries in
accordance with GAAP, subject only to normal year-end audit adjustments and the
absence of footnotes, and such consolidating statements to be certified by the
chief executive officer, chief financial officer, treasurer or controller of
Borrower to the effect that such statements are fairly stated in all material
respects when considered in relation to the consolidated financial statements
of the Borrower and its Subsidiaries;


(c)           as soon as available, but in any
event within sixty (60) days of the end of each fiscal year of Borrower,
forecasts prepared by management of Borrower, in form satisfactory to Agent and
the Required Lenders, of consolidated and consolidating balance sheets and
statements of income or operations and cash flows of Borrower and its
Subsidiaries on a quarterly basis for the immediately following fiscal year
(including the fiscal year in which the Maturity Date occurs); and



 53
 









(d)           as soon as available, but in any
event within 45 days after the end of each of the first three fiscal quarters
and the fiscal year of the Borrower, an accounts receivable aging report,
accounts payable aging report and a contract backlog report for each of the
Borrower and each Subsidiary.


As to any information contained in materials furnished
pursuant to Section 6.02(d), the Borrower shall not be separately
required to furnish such information under clause (a) or (b) above, but the
foregoing shall not be in derogation of the obligation of the Borrower to
furnish the information and materials described in clauses (a) and (b) above at
the times specified therein.


6.02        Certificates; Other Information.  Deliver to Agent a sufficient number of
copies for delivery by Agent to each Lender, in form and detail satisfactory to
Agent and the Required Lenders:


(a)           concurrently with the delivery of the
financial statements referred to in Section 6.01(a), a certificate of
the Registered Public Accounting Firm certifying such financial statements and
stating that in making the examination necessary therefor no knowledge was
obtained of any Default or, if any such Default shall exist, stating the nature
and status of such event;


(b)           concurrently with the delivery of the
financial statements referred to in Sections 6.01(a) and (b), a
duly completed Compliance Certificate signed by the chief executive officer,
chief financial officer, treasurer or controller of Borrower;


(c)           promptly after any request by Agent
or any Lender, copies of any detailed audit reports, management letters or
recommendations submitted to the board of directors (or the audit committee of
the board of directors) of Borrower by independent accountants in connection
with the accounts or books of Borrower or any Subsidiary, or any audit of any
of them;


(d)           promptly after the same are
available, copies of each annual report, proxy or financial statement or other
report or communication sent to the stockholders of Borrower, and copies of all
annual, regular, periodic and special reports and registration statements which
Borrower may file or be required to file with the Securities and Exchange
Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934,
and not otherwise required to be delivered to Agent pursuant hereto;


(e)           promptly after the furnishing
thereof, copies of any statement or report furnished to any holder of debt
securities of any Loan Party or any Subsidiary thereof pursuant to the terms of
any indenture, loan or credit or similar agreement and not otherwise required
to be furnished to the Lenders pursuant to Section 6.01 or any other clause of
this Section 6.02;


(f)            promptly, and in any event within
five (5) Business Days after receipt thereof by any Loan Party or any
Subsidiary thereof, copies of each notice or other correspondence received from
the Securities and Exchange Commission 
(or comparable agency in any applicable non-U.S. jurisdiction)
concerning any investigation or possible investigation or other inquiry by such
agency regarding financial or other operational results of any Loan Party or
any Subsidiary thereof; and



 54
 









(g)           promptly, such additional information
regarding the business, financial or corporate affairs of Borrower or any
Subsidiary, or compliance with the terms of the Loan Documents, as Agent or any
Lender may from time to time reasonably request.


Documents required to be delivered pursuant to Section
6.01(a) or (b) or Section 6.02(d) (to the extent any such
documents are included in materials otherwise filed with the SEC) may be
delivered electronically and if so delivered, shall be deemed to have been
delivered on the date (i) on which the Borrower posts such documents, or
provides a link thereto on the Borrower’s website on the Internet at the
website address listed on Schedule 10.02; or (ii) on which such
documents are posted on the Borrower’s behalf on an Internet or intranet
website, if any, to which each Lender and the Agent have access (whether a
commercial, third-party website or whether sponsored by the Agent); provided
that: (i) the Borrower shall deliver paper copies of such documents to the
Agent or any Lender that requests the Borrower to deliver such paper copies
until a written request to cease delivering paper copies is given by the Agent
or such Lender and (ii) the Borrower shall notify the Agent and each Lender (by
telecopier or electronic mail) of the posting of any such documents and provide
to the Agent by electronic mail electronic versions (i.e., soft copies)
of such documents.  Notwithstanding
anything contained herein, in every instance the Borrower shall be required to
provide paper copies of the Compliance Certificates required by Section
6.02(b) to the Agent.  Except for
such Compliance Certificates, the Agent shall have no obligation to request the
delivery or to maintain copies of the documents referred to above, and in any
event shall have no responsibility to monitor compliance by the Borrower with
any such request for delivery, and each Lender shall be solely responsible for
requesting delivery to it or maintaining its copies of such documents.


Borrower hereby acknowledges that (a) Agent will make
available to Lenders and the L/C Issuer materials and/or information provided
by or on behalf of Borrower hereunder (collectively, “Borrower Materials”)
by posting Borrower Materials on IntraLinks or another similar electronic
system (the “Platform”) and (b) certain of the Lenders may be “public-side”
Lenders (i.e., Lenders that do not wish to
receive material non-public information with respect to Borrower or its securities)
(each, a “Public Lender”). 
Borrower hereby agrees that (w) all Borrower Materials that are to be
made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC”
which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently
on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Borrower
shall be deemed to have authorized Agent, the L/C Issuer and the Lenders to
treat the Borrower Materials as not containing any material non-public
information with respect to Borrower or its securities for purposes of United
States Federal and state securities laws (provided, however, that
to the extent the Borrower Materials constitute Information, they shall be
treated as set forth in Section 10.07); (y) all Borrower Materials
marked “PUBLIC” are permitted to be made available through a portion of the
Platform designated “Public Investor;” and (z) Agent shall be entitled to treat
the Borrower Materials that are not marked “PUBLIC” as being suitable only for
posting on a portion of the Platform not designated “Public Investor.



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6.03        Notices.  Promptly after obtaining knowledge thereof,
notify Agent and each Lender:


(a)           of the occurrence of any Default;


(b)           of any matter that has resulted or
could reasonably be expected to result in a Material Adverse Effect, including
(i) breach or non-performance of, or any default under, a Contractual
Obligation of Borrower or any Subsidiary; (ii) any dispute, litigation,
investigation, proceeding or suspension between Borrower or any Subsidiary and
any Governmental Authority; or (iii) the commencement of, or any material
development in, any litigation or proceeding affecting Borrower or any
Subsidiary, including pursuant to any applicable Environmental Laws;


(c)           of the occurrence of any ERISA Event;


(d)           of any material change in accounting
policies or financial reporting practices by Borrower or any Subsidiary; and


(e)           of the determination by the
Registered Public Accounting Firm providing the opinion required under Section
6.01(a)(ii) (in connection with its preparation of such opinion) or
Borrower’s determination at any time of the occurrence or existence of any
Internal Control Event.


Each notice pursuant to this Section shall be
accompanied by a statement of a Responsible Officer of Borrower setting forth
details of the occurrence referred to therein and stating what action Borrower
has taken and proposes to take with respect thereto.  Each notice pursuant to Section 6.03(a)
shall describe with particularity any and all provisions of this Agreement and
any other Loan Document that have been breached.


6.04        Payment of Obligations.  Pay and discharge as the same shall become
due and payable, all its obligations and liabilities, unless the same are being
contested in good faith by appropriate proceedings diligently conducted and
adequate reserves in accordance with GAAP are being maintained by Borrower or
such Subsidiary.


6.05        Preservation of Existence, Etc.  (a) Preserve, renew and maintain in full
force and effect its legal existence and good standing under the Laws of the
jurisdiction of its organization except in a transaction permitted by Section
7.04 or 7.05; (b) take all reasonable action to maintain all rights,
privileges, permits, licenses and franchises necessary or desirable in the
normal conduct of its business, except to the extent that failure to do so
could not reasonably be expected to have a Material Adverse Effect; and (c)
preserve or renew all of its registered patents, trademarks, trade names and
service marks, the non-preservation of which could reasonably be expected to
have a Material Adverse Effect.


6.06        Maintenance of Properties.  (a) Maintain, preserve and protect all of its
material properties and equipment necessary in the operation of its business in
good working order and condition, ordinary wear and tear excepted; (b) make all
necessary repairs thereto and renewals and replacements thereof except where
the failure to do so could not reasonably be expected to have a Material
Adverse Effect; and (c) use the standard of care typical in the industry in the
operation and maintenance of its facilities.



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6.07        Maintenance of Insurance.  Maintain with financially sound and reputable
insurance companies not Affiliates of Borrower, insurance with respect to its
properties and business against loss or damage of the kinds customarily insured
against by Persons engaged in the same or similar business, of such types and
in such amounts (after giving effect to any self-insurance compatible with the
following standards) as are customarily carried under similar circumstances by
such other Persons and providing for not less than 30 days’ prior notice to
Agent of termination, lapse or cancellation of such insurance.


6.08        Compliance with Laws.  Comply in all material respects with the
requirements of all Laws and all orders, writs, injunctions and decrees
applicable to it or to its business or property, except in such instances in
which (a) such requirement of Law or order, write, injunction or decree is
being contested in good faith by appropriate proceedings diligently conducted;
or (b) the failure to comply therewith could not reasonably be expected to have
a Material Adverse Effect.


6.09        Books and Records.  (a) 
Maintain proper books of record and account, in which full, true and correct
entries in conformity with GAAP consistently applied shall be made of all
financial transactions and matters involving the assets and business of
Borrower or such Subsidiary, as the case may be; and (b) maintain such books of
record and account in material conformity with all applicable requirements of
any Governmental Authority having regulatory jurisdiction over Borrower or such
Subsidiary, as the case may be.  Borrower
shall maintain at all times books and records pertaining to the Collateral in such
detail, form and scope as Agent or any Lender shall reasonably require.


6.10        Inspection Rights.  No more than one time per calendar year,
unless an Event of Default shall exist, permit representatives and independent
contractors of Agent and each Lender to visit and inspect any of its
properties, to examine its corporate, financial and operating records, and make
copies thereof or abstracts therefrom, and to discuss its affairs, finances and
accounts with its directors, officers, and independent public accountants, all
at the expense of Borrower and at such reasonable times during normal business
hours and as often as may be reasonably desired, upon reasonable advance notice
to Borrower; provided, however, that when an Event of Default
exists Agent or any Lender (or any of their respective representatives or
independent contractors) may do any of the foregoing at the expense of Borrower
at any time during normal business hours and without advance notice.


6.11        Use of Proceeds.  Use the proceeds of the Credit Extensions for
(i) for the prepayment of all outstanding amounts under the Existing Credit
Agreement, and (ii) for working capital, capital expenditures, Permitted
Acquisitions and other general corporate purposes, in each case not in
contravention of any Law or of any Loan Document.


6.12        Financial Covenants.


(a)           Asset Coverage Ratio.  Maintain at all times a Consolidated Asset
Coverage Ratio of not less than 1.20 to 1.00. 
This ratio will be calculated at the end of each reporting period for
which this Agreement requires the Borrower to deliver financial statements,
using the results of the twelve-month period ending with that reporting period.



 57
 









(b)           Consolidated Leverage Ratio.  Maintain at all times a Consolidated Leverage
Ratio not exceeding 3.50 to 1.00.  This
ratio will be calculated at the end of each reporting period for which this
Agreement requires the Borrower to deliver financial statements, using the
results of the twelve-month period ending with that reporting period.


(c)           Consolidated Fixed Charge Coverage
Ratio.  Maintain at all times a
Consolidated Fixed Charge Coverage Ratio of at least 1.20 to 1.00.  This ratio will be calculated at the end of
each reporting period for which this Agreement requires the Borrower to deliver
financial statements, using the results of the twelve-month period ending with
that reporting period.  The current
portion of long-term liabilities will be measured as of the last day of the
calculation period.


6.13        Additional Subsidiaries.  Notify the Administrative Agent at the time
that any Person becomes a Subsidiary, and promptly thereafter (and in any event
within 30 days), cause such Person to (a) if such Subsidiary is a Domestic
Subsidiary, (1) to become a Guarantor under the Guaranty by executing a
Guaranty Joinder Agreement with respect thereto, (2) become a grantor under the
Security Agreement by executing and delivering a Security Agreement Joinder
Agreement with respect thereto, and (3) if such Subsidiary owns any Equity
Interests in any Person, become a grantor under the Pledge Agreement by
executing and delivering a Pledge Joinder Agreement with respect thereto; (b)
if such Subsidiary is a Foreign Subsidiary, to the extent required by the
Required Lenders, become a Guarantor under the Guaranty by executing and delivering
to the Administrative Agent a joinder agreement with respect thereto (or such
other document as the Administrative Agent shall deem appropriate for such
purpose); (c) execute and deliver such other documents as the Administrative
Agent shall deem appropriate in connection with subsections (a) and (b); and
(c) deliver to Agent documents of the types referred to in clauses (iii) and
(iv) of Section 4.01(a) and favorable opinions of counsel to such Person
(which shall cover, among other things, the legality, validity, binding effect
and enforceability of the documentation referred to in clause (a)), all in
form, content and scope reasonably satisfactory to Agent.


6.14        Collateral Records.  To execute and deliver promptly, and to cause
each other Loan Party to execute and deliver promptly, to Agent, from time to
time, solely for Agent’s convenience in maintaining a record of the Collateral,
such written statements and schedules as Agent may reasonably require
designating, identifying or describing the Collateral.  The failure by Borrower or any other Loan
Party, however, to promptly give Agent such statements or schedules shall not
affect, diminish, modify or otherwise limit the Liens on the Collateral granted
pursuant to the Collateral Documents.


6.15        Security Interests.  To, and to cause each other Loan Party to,
(a) defend the Collateral against all claims and demands of all Persons at any
time claiming the same or any interest therein, (b) comply with the
requirements of all state and federal laws in order to grant to Agent and
Lenders valid and perfected first priority security interests in the
Collateral, with perfection, in the case of any investment property, deposit
account or letter of credit, being effected by giving Agent control of such
investment property or deposit account or letter of credit, rather than by the
filing of a Uniform Commercial Code (“UCC”) financing statement with respect to
such investment property, and (c) do whatever Agent may reasonably request,
from time to time, to effect the purposes of this Agreement and the other Loan
Documents, 



 58
 









including filing notices of liens, UCC financing
statements, fixture filings and amendments, renewals and continuations thereof;
cooperating with Agent’s representatives; keeping stock records; obtaining
waivers from landlords and mortgagees and from warehousemen and their landlords
and mortgages; and, paying claims which might, if unpaid, become a Lien on the
Collateral.  Agent is hereby authorized
by Borrower to file any UCC financing statements covering the Collateral
whether or not Borrower’s signatures appear thereon.


ARTICLE VII.      NEGATIVE
COVENANTS


So long as any Lender shall have any Commitment
hereunder, any Loan or other Obligation hereunder shall remain unpaid or
unsatisfied, or any Letter of Credit shall remain outstanding, Borrower shall
not, nor shall it permit any Subsidiary to, directly or indirectly:


7.01        Liens.  Create, incur, assume or suffer to exist any
Lien upon any of its property, assets or revenues, whether now owned or hereafter
acquired, other than the following (each of the following being a “Permitted
Lien”):


(a)           Liens pursuant to any Loan Document;


(b)           Liens existing on the date hereof and
listed on Schedule 7.01 and any renewals or extensions thereof, provided
that (i) the property covered thereby is not changed, (ii) the amount secured
or benefited thereby is not increased except as contemplated by Section
7.03(b), (iii) the direct or any contingent obligor with respect thereto is
not changed, and (iv)  and any renewal or
extension of the obligations secured or benefited thereby is permitted by Section
7.03(b);


(c)           Liens for taxes, assessments, or
governmental charges or levies not yet due or which are being contested in good
faith and by appropriate proceedings diligently conducted, if adequate reserves
with respect thereto are maintained on the books of the applicable Person in
accordance with GAAP;


(d)           carriers’, warehousemen’s, mechanics’,
materialmen’s, repairmen’s or other like Liens arising in the ordinary course
of business which are not overdue for a period of more than 30 days or which
are being contested in good faith and by appropriate proceedings diligently
conducted, if adequate reserves with respect thereto are maintained on the
books of the applicable Person;


(e)           pledges or deposits in the ordinary
course of business in connection with workers’ compensation, unemployment
insurance and other social security legislation, other than any Lien imposed by
ERISA;


(f)            deposits to secure the performance
of bids, trade contracts and leases (other than Indebtedness), statutory
obligations, surety bonds, performance bonds and other obligations of a like
nature incurred in the ordinary course of business;


(g)           easements, rights-of-way,
restrictions and other similar encumbrances affecting real property which, in
the aggregate, are not substantial in amount, and which do not in any case
materially detract from the value of the property subject thereto or materially
interfere with the ordinary conduct of the business of the applicable Person;



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(h)           Liens securing judgments for the
payment of money not constituting an Event of Default under Section 8.01(h);


(i)            Liens securing Indebtedness
permitted under Section 7.03(e); provided that (i) such Liens do
not at any time encumber any property other than the property financed by such
Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost
or fair market value, whichever is lower, of the property being acquired on the
date of acquisition;


(j)            Contractual Liens of landlords which
secure amounts not yet due and payable;


(k)           Liens deemed to exist in connection
with Investments in repurchase agreements permitted hereunder;


(l)            leases or subleases granted to
others not interfering in any material respect with a Loan Party’s business;


(m)          Liens on the interest of any Person
(other than the Borrower or any Subsidiary) in any property leased by such
Person to a Borrower or any Subsidiary;


(n)           any interest of title of a lessor
under, and Liens arising from UCC financing statements (or equivalent filings,
registrations or agreements in foreign jurisdictions) relating to leases
permitted by this Agreement;


(o)           normal and customary rights of setoff
upon deposits of cash in favor of banks or other depository institutions;


(p)           Liens of a collection bank arising
under Section 4-210 of the Uniform Commercial Code on items in the course of
collection;


(q)           rights of licensors and licensees
under licenses of trademarks, service marks, trade names, copyrights, patents,
patent rights, franchises, licenses and other intellectual property rights
entered into in the ordinary course of business or in connection with any
Permitted Acquisition;


(r)            Liens of sellers of goods to a Loan
Party arising under Article 2 of the Uniform Commercial Code or similar
provisions of applicable law in the ordinary course of business, covering only
the goods sold and securing only the unpaid purchase price for such goods and
related expenses; and


(s)           Liens (other than Liens described in
the foregoing clauses) securing obligations not exceeding $3,000,000 in an
aggregate principal amount outstanding at any time; provided that such Liens
shall be limited to specific property and shall not be blanket Liens.



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7.02        Investments.  Make any Investments, except:


(a)           Investments held by Borrower or such
Subsidiary in the form of cash or cash equivalents or short-term marketable
debt securities so long as such Investments are held in an account in which the
Agent has a first-priority, perfected Lien;


(b)           advances to officers, directors and
employees of Borrower and Subsidiaries in an aggregate amount not to exceed
$500,000 at any time outstanding, for travel, entertainment, relocation and
analogous ordinary business purposes;


(c)           Investments of Borrower in any
Guarantor and Investments of any wholly-owned Subsidiary in Borrower or in any
Guarantor;


(d)           Investments consisting of extensions
of credit in the nature of accounts receivable or notes receivable arising from
the grant of trade credit in the ordinary course of business, and Investments
received in satisfaction or partial satisfaction thereof from financially
troubled account debtors to the extent reasonably necessary in order to prevent
or limit loss;


(e)           Guarantees permitted by Section
7.03.;


(f)            Investments by the Borrower in
shares of its capital stock in connection with a stock repurchase program
implemented after the date hereof; provided that prior to the
implementation of any such stock repurchase program, such stock repurchase
program must be approved in all material respects by the Administrative Agent,
such approval not to be unreasonably withheld; provided  further
that any Investments by the Borrower in shares of its capital stock in
connection with such approved stock repurchase programs in excess of $1,500,000
in the aggregate shall require the written consent of the Required Lenders
thereto.


(g)           Permitted Acquisitions and temporary
Investments in Domestic Subsidiaries, and subject to Section 7.12,
Foreign Subsidiaries created solely for the purpose of effecting Permitted
Acquisitions;


(h)           Other Investments existing on the
date hereof and listed on Schedule 7.02 and any renewals, refinancings
or extensions thereof, provided that (i) the terms of any such renewal,
refinancing or extension, taken as a whole, are no less favorable than the
terms of any agreement or instrument governing the Investment being renewed,
refinanced or extended, and (ii) such renewal, refinancing or extension will
not alter any financial forecasts of the Borrower and its Subsidiaries
delivered pursuant to Section 6.01(c) in any materially adverse respect.


7.03        Indebtedness.  Create, incur, assume or suffer to exist any
Indebtedness, except:


(a)           Indebtedness under the Loan
Documents;


(b)           Indebtedness outstanding on the date
hereof and listed on Schedule 7.03 and any refinancings, refundings,
renewals or extensions thereof; provided that (i) the amount of such
Indebtedness is not increased at the time of such refinancing, refunding,
renewal or extension except by an amount equal to a reasonable premium or other
reasonable amount paid, and fees and expenses reasonably incurred, in
connection with such refinancing and by an amount equal to any existing
commitments unutilized thereunder and (ii) the terms relating to principal
amount, amortization, maturity, collateral (if any) and subordination (if any),
and other material 



 61
 









terms taken as a whole, of any such refinancing,
refunding, renewing or extending Indebtedness, and of any agreement entered
into and of any instrument issued in connection therewith, are no less
favorable in any material respect to the Loan Parties or Lenders than the terms
of any agreement or instrument governing the Indebtedness being refinanced,
refunded, renewed or extended and the interest rate applicable to any such
refinancing, refunding, renewing or extending Indebtedness does not exceed the
then applicable market interest rate;


(c)           Guarantees of Borrower or any
Subsidiary in respect of Indebtedness otherwise permitted hereunder of Borrower
or any wholly-owned Subsidiary;


(d)           obligations (contingent or otherwise)
of Borrower or any Subsidiary existing or arising under any Swap Contract, provided
that (i) such obligations are (or were) entered into by such Person in the
ordinary course of business for the purpose of directly mitigating risks
associated with liabilities, commitments, investments, assets, or property held
or reasonably anticipated by such Person, or changes in the value of securities
issued by such Person, and not for purposes of speculation or taking a “market
view;” and (ii) such Swap Contract does not contain any provision exonerating
the non-defaulting party from its obligation to make payments on outstanding
transactions to the defaulting party; and


(e)           Indebtedness in respect of capital
leases, Synthetic Lease Obligations and purchase money obligations for fixed or
capital assets within the limitations set forth in Section 7.01(i); provided,
however, that the aggregate amount of all such Indebtedness at any one
time outstanding shall not exceed $3,000,000;


(f)            Indebtedness owing to the Borrower
or a Guarantor;


(g)           Indebtedness under surety bonds,
performance bonds, fidelity bonds and other obligations of a like nature
incurred in the ordinary course of business;


(h)           Indebtedness that may be deemed to exist under the agreements
relating to any Acquisition or Disposition as a result of the obligation of the
Borrower or Subsidiary to pay indemnification, contingent purchase price
payments or other purchase price adjustments or similar obligations; and


(i)            Indebtedness constituting
Investments permitted under Section 7.02.


7.04        Fundamental Changes.  Merge, dissolve, liquidate, consolidate with
or into another Person, or Dispose of (whether in one transaction or in a
series of transactions) all or substantially all of its assets (whether now
owned or hereafter acquired) to or in favor of any Person, except that, so long
as no Default exists or would result therefrom:


(a)           any Subsidiary may merge or
consolidate with (i) Borrower, provided that Borrower shall be the
continuing or surviving Person, (ii) any one or more other Subsidiaries, provided
that when any wholly-owned Subsidiary is merging or consolidating with another
Subsidiary, the wholly-owned Subsidiary shall be the continuing or surviving
Person, and, provided further that if a Guarantor is merging or
consolidating with another Subsidiary, the Guarantor shall be the continuing or
surviving Person; and (iii) with any Person that is not a Loan Party in
connection with any Permitted Acquisition provided that the ultimate surviving
entity becomes a Loan Party within thirty (30) days of such merger or
consolidation;



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(b)           any Subsidiary may Dispose of all or
substantially all of its assets (upon voluntary liquidation or otherwise) to
Borrower or to another Subsidiary; provided that if the transferor in
such a transaction is a wholly-owned Subsidiary, then the transferee must
either be the Borrower, a Guarantor or a wholly-owned Subsidiary, and, provided
further that if the transferor of such assets is a Guarantor, the
transferee must either be Borrower or a Guarantor; and


(c)           any Disposition permitted under Section
7.05 shall be permitted under this Section.


7.05        Dispositions.  Make any Disposition or enter into any
agreement to make any Disposition, except:


(a)           Dispositions of obsolete or worn out
property, whether now owned or hereafter acquired, in the ordinary course of
business;


(b)           Dispositions of inventory, software
or intellectual property in the ordinary course of business;


(c)           Dispositions of equipment or real
property to the extent that (i) such property is exchanged for credit against
the purchase price of similar replacement property or (ii) the proceeds of such
Disposition are reasonably promptly applied to the purchase price of such
replacement property;


(d)           Dispositions of property by any
Subsidiary to Borrower or to a Guarantor or to a wholly-owned Subsidiary; provided
that if the transferor of such property is a Guarantor, the transferee thereof
must either be Borrower or a Guarantor;


(e)           Dispositions permitted by Sections
7.02 and 7.04; and


(f)            Dispositions resulting from casualty
loss or condemnation in accordance with the terms of the Security Agreement;


provided,
however, that any Disposition pursuant to clauses (a) through (f) shall
be for fair market value.


7.06        Restricted Payments.  Declare or make, directly or indirectly, any
Restricted Payment, or incur any obligation (contingent or otherwise) to do so,
or issue or sell any Equity Interests, except that, so long as no Default shall
have occurred and be continuing at the time of any action described below or
would result therefrom:


(a)           each Subsidiary may make Restricted
Payments to Borrower, Guarantors and any other Person that owns an Equity
Interest in such Subsidiary, ratably according to their respective holdings of
the type of Equity Interest in respect of which such Restricted Payment is
being made;



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(b)           Borrower and each Subsidiary may
declare and make dividend payments or other distributions payable solely in the
common stock or other common Equity Interests of such Person;


(c)           Borrower and each Subsidiary may
purchase, redeem or otherwise acquire Equity Interests issued by it with the
proceeds received from the substantially concurrent issue of new shares of its
common stock or other common Equity Interests;


(d)           The Borrower may declare and make
Ordinary Dividends so long as after giving effect thereto there is no Default;
and


(e)           Restricted Payments permitted by Section
7.02(f).


7.07        Acquisitions.  Enter into any agreement, contract, binding
commitment or other arrangement providing for any Acquisition, or take any
action to solicit the tender of securities or proxies in respect thereof in
order to effect any Acquisition, unless (a) the Person to be (or whose assets
are to be) acquired does not oppose such Acquisition and the line or lines of
business of the Person to be acquired are (i) the provision of services primarily in the governmental
contracting field, or (ii) substantially the same as one or more line or
lines of business conducted by Borrower and its Subsidiaries, or substantially
related or incidental thereto, (b) no Default or Event of Default shall have
occurred and be continuing and the representations and warranties contained in Section
5.06 shall be true and correct, in each case, immediately prior to and
immediately after giving effect to such Acquisition, and (c) the Cost of
Acquisition is less than $10,000,000; provided that, prior to effecting
any such transaction, the Borrower shall have furnished to Agent (i) pro forma
historical financial statements as of the end of the most recently completed
fiscal year of the Borrower and most recent interim fiscal quarter, if
applicable, giving effect to such Acquisition and (ii) a Compliance Certificate
prepared on a historical pro forma basis as of the most recent date for which
financial statements have been furnished pursuant to Section 6.01(a) or (b) giving effect to such
Acquisition, which certificate shall demonstrate that no Default or Event of
Default would exist immediately after giving effect thereto, (d) the Person
acquired shall be a wholly-owned Subsidiary, or be merged into the Borrower, a
Guarantor or any wholly-owned Subsidiary, immediately upon consummation of the
Acquisition (or if assets are being acquired, the acquirer shall be the
Borrower, a Guarantor or any wholly-owned Subsidiary), (e) after giving effect
to such Acquisition, the aggregate Costs of Acquisition incurred during the
fiscal year in which such Acquisition is made shall not exceed $20,000,000, and
(f) immediately after giving effect to any such Acquisition the difference
between the Aggregate Commitments and the Total Outstandings shall not be less
than $5,000,000.  Each Acquisition
complying with the terms of this Section 7.07, or otherwise consented to
by the Required Lenders in writing is referred to herein as a “Permitted
Acquisition.”  The parties
acknowledge that the Borrower may from time to time seek the consent of the
Required Lenders to an Acquisition that does not conform to the requirements of
this Section 7.07, provided that the Required Lenders shall have
no obligation to give such consent.


7.08        Change in Nature of Business.  Engage in any material line of business
substantially different from those lines of business conducted by Borrower and
its Subsidiaries on the date hereof or any business substantially related or
incidental thereto.



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7.09        Transactions with Affiliates.  Enter into any transaction of any kind with
any Affiliate of Borrower, whether or not in the ordinary course of business,
other than on fair and reasonable terms substantially as favorable to Borrower
or such Subsidiary as would be obtainable by Borrower or such Subsidiary at the
time in a comparable arm’s length transaction with a Person other than an
Affiliate, provided that the foregoing restriction shall not apply to
transactions between or among Borrower and any Guarantor or between and among
Guarantors.


7.10        Burdensome Agreements.  Enter into any Contractual Obligation (other
than this Agreement or any other Loan Document) that (a) limits the ability (i)
of any Subsidiary to make Restricted Payments to Borrower or any Guarantor or
to otherwise transfer property to Borrower or any Guarantor, (ii) of any
Subsidiary to Guarantee the Indebtedness of Borrower or (iii) of Borrower or
any Subsidiary to create, incur, assume or suffer to exist Liens on property of
such Person; provided, however, that this clause (iii) shall not
prohibit any negative pledge incurred or provided in favor of any holder of
Indebtedness permitted under Section 7.03(e) or any Permitted Lien
solely to the extent any such negative pledge relates to the property financed
by or the subject of such Indebtedness or Permitted Lien, any customary
restriction or condition contained in any agreement relating to any Disposition
permitted under this Agreement, or the anti-assignment provisions applicable to
any contract with a Governmental Authority; or (b) requires the grant of a Lien
to secure an obligation of such Person if a Lien is granted to secure another
obligation of such Person.


7.11        Use of Proceeds.  Use the proceeds of any Credit Extension,
whether directly or indirectly, and whether immediately, incidentally or
ultimately, to purchase or carry margin stock (within the meaning of Regulation
U of the FRB) or to extend credit to others for the purpose of purchasing or
carrying margin stock or to refund indebtedness originally incurred for such
purpose.


7.12        Foreign Subsidiaries.  Create, acquire or permit to exist any direct
or indirect Subsidiary of the Company that is not a Domestic Subsidiary unless
such Subsidiary becomes a Guarantor in accordance with Section 6.13.


ARTICLE VIII.      EVENTS
OF DEFAULT AND REMEDIES


8.01        Events of Default.  Any of the following shall constitute an
Event of Default:


(a)           Non-Payment.  Borrower or any other Loan Party fails to pay
any amount of principal of any Loan or any L/C Obligation, any interest on any
Loan or on any L/C Obligation, any fee due hereunder or any other amount
payable hereunder or under any other Loan Document upon the earlier to occur of
(i) within five (5) days of when and as required to be paid herein, or (ii) the
Maturity Date; or


(b)           Specific Covenants.  Borrower fails to perform or observe any
term, covenant or agreement contained in any of Section 6.01, 6.02,
6.03, 6.05, 6.07, 6.10, 6.11, 6.12,  6.13
or 6.16 or Article VII, or any Guarantor fails to perform or
observe any term, covenant or agreement contained in the Guaranty; or



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(c)           Other Defaults.  (i) Any Loan Party fails to perform or
observe any other covenant or agreement (not specified in subsection (a) or (b)
above) contained in any Loan Document on its part to be performed or observed
and such failure continues for 30 days after the earlier of knowledge of any
Loan Party thereof or notice thereof from the Administrative Agent (it being
agreed that for purposes of this sub-section, the term “knowledge” of any Loan
Party shall mean the actual knowledge of the president, treasurer, any vice
president, or secretary (or such other officer exercising a comparable function
to any of the foregoing) of the event or events giving rise to such failure),
or (ii) any default or Event of Default occurs under any other Loan Document;
or


(d)           Representations and Warranties.  Any representation, warranty, certification
or statement of fact made or deemed made by or on behalf of Borrower or any
other Loan Party herein, in any other Loan Document, or in any document
delivered in connection herewith or therewith shall be incorrect or misleading
when made or deemed made; or


(e)           Cross-Default.  (i) Borrower or any Subsidiary (A) fails to
make any payment when due (whether by scheduled maturity, required prepayment,
acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee
(other than Indebtedness hereunder and Indebtedness under Swap Contracts)
having an aggregate principal amount (including undrawn committed or available
amounts and including amounts owing to all creditors under any combined or
syndicated credit arrangement) of more than the Threshold Amount, or (B) fails
to observe or perform any other agreement or condition relating to any such
Indebtedness or Guarantee or contained in any instrument or agreement
evidencing, securing or relating thereto, or any other event occurs, the effect
of which default or other event after giving effect to applicable grace periods
is to cause, or to permit the holder or holders of such Indebtedness or the
beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf
of such holder or holders or beneficiary or beneficiaries) to cause, with the
giving of notice if required, such Indebtedness to be demanded or to become due
or to be repurchased, prepaid, defeased or redeemed (automatically or
otherwise), or an offer to repurchase, prepay, defease or redeem such
Indebtedness to be made, prior to its stated maturity, or such Guarantee to
become payable or cash collateral in respect thereof to be demanded; or (ii)
there occurs under any Swap Contract an Early Termination Date (as defined in
such Swap Contract) resulting from (A) any event of default under such Swap
Contract as to which Borrower or any Subsidiary is the Defaulting Party (as
defined in such Swap Contract) or (B) any Termination Event (as so defined)
under such Swap Contract as to which Borrower or any Subsidiary is an Affected
Party (as so defined) and, in either event, the Swap Termination Value owed by
Borrower or such Subsidiary as a result thereof is greater than the Threshold
Amount; or


(f)            Insolvency Proceedings, Etc.  Any Loan Party or any of its Subsidiaries
institutes or consents to the institution of any proceeding under any Debtor
Relief Law, or makes an assignment for the benefit of creditors; or applies for
or consents to the appointment of any receiver, trustee, custodian,
conservator, liquidator, rehabilitator or similar officer for it or for all or
any material part of its property; or any receiver, trustee, custodian,
conservator, liquidator, rehabilitator or similar officer is appointed without
the application or consent of such Person and the appointment continues
undischarged or unstayed for 60 calendar days; or any proceeding under any
Debtor Relief Law relating to any such Person or to all or any material part of
its property is instituted without the consent of such Person and continues
undismissed or unstayed for 60 calendar days, or an order for relief is entered
in any such proceeding; or



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(g)           Inability to Pay Debts; Attachment.  (i) Borrower or any Subsidiary becomes unable
or admits in writing its inability or fails generally to pay its debts as they
become due, or (ii) any writ or warrant of attachment or execution or similar
process is issued or levied against all or any material part of the property of
any such Person and is not released, vacated or fully bonded within 30 days
after its issue or levy; or


(h)           Judgments.  There is entered against Borrower or any
Subsidiary (i) one or more final judgments or orders for the payment of money
in an aggregate amount (as to all such judgments or orders) exceeding the
Threshold Amount (to the extent not covered by independent third-party
insurance as to which the insurer does not dispute coverage), or (ii) any one
or more non-monetary final judgments that have, or could reasonably be expected
to have, individually or in the aggregate, a Material Adverse Effect and, in
either case, (A) enforcement proceedings are commenced by any creditor upon
such judgment or order, or (B) there is a period of 30 consecutive days during
which a stay of enforcement of such judgment, by reason of a pending appeal or
otherwise, is not in effect; or


(i)            ERISA.  (i) An ERISA Event occurs with respect to a
Pension Plan or Multiemployer Plan which has resulted or could reasonably be
expected to result in liability of Borrower under Title IV of ERISA to the
Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess
of the Threshold Amount, or (ii) Borrower or any ERISA Affiliate fails to pay
when due, after the expiration of any applicable grace period, any installment
payment with respect to its withdrawal liability under Section 4201 of ERISA
under a Multiemployer Plan in an aggregate amount in excess of the Threshold
Amount; or


(j)            Invalidity of Loan Documents.  Any Loan Document  or any provision thereof, at any time after
its execution and delivery and for any reason other than as expressly permitted
hereunder or thereunder or satisfaction in full of all the Obligations, ceases
to be in full force and effect; or any Loan Party or any other Person contests
in any manner the validity or enforceability of any Loan Document or any
provision thereof; or any Loan Party denies that it has any or further
liability or obligation under any Loan Document, or purports to revoke,
terminate or rescind any Loan Document or any provision thereof; or


(k)           Change of Control.  There occurs any Change of Control with
respect to Borrower or any Guarantor; or


(l)            Debarment.  With respect to the Borrower or any Loan
Party, there occurs any debarment of such Person from contracting or
subcontracting with the government of the United States (including any agency,
authority or instrumentality thereof).


8.02        Remedies Upon Event of Default.  If any Event of Default occurs and is
continuing, Agent shall, at the request of, or may, with the consent of, the
Required Lenders, take any or all of the following actions:



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(a)           declare the commitment of each Lender
to make Loans and any obligation of the L/C Issuer to make L/C Credit
Extensions to be terminated, whereupon such commitments and obligation shall be
terminated;


(b)           declare the unpaid principal amount
of all outstanding Loans, all interest accrued and unpaid thereon, and all
other amounts owing or payable hereunder or under any other Loan Document to be
immediately due and payable, without presentment, demand, protest or other
notice of any kind, all of which are hereby expressly waived by Borrower;


(c)           require that Borrower Cash Collateralize
the L/C Obligations (in an amount equal to the then Outstanding Amount
thereof); and


(d)           exercise on behalf of itself, the
Lenders and the L/C Issuer all rights and remedies available to it, the Lenders
and the L/C Issuer under the Loan Documents;


provided, however, that upon
the occurrence of an actual or deemed entry of an order for relief with respect
to Borrower under the Bankruptcy Code of the United States, the obligation of
each Lender to make Loans and any obligation of the L/C Issuer to make L/C
Credit Extensions shall automatically terminate, the unpaid principal amount of
all outstanding Loans and all interest and other amounts as aforesaid shall
automatically become due and payable, and the obligation of Borrower to Cash
Collateralize the L/C Obligations as aforesaid shall automatically become
effective, in each case without further act of Agent or any Lender.


8.03        Application of Funds.  After the exercise of remedies provided for
in Section 8.02 (or after the Loans have automatically become immediately
due and payable and the L/C Obligations have automatically been required to be
Cash Collateralized as set forth in the proviso to Section 8.02), any
amounts received on account of the Obligations shall be applied by Agent in the
following order:


First, to payment of that portion of
the Obligations constituting fees, indemnities, expenses and other amounts
(including all reasonable fees, charges and disbursements of any law firm or
other external counsel to Agent and amounts payable under Article III)
payable to Agent in its capacity as such;


Second, to payment of that portion
of the Obligations constituting fees, indemnities and other amounts (other than
principal, interest and L/C Fees) payable to Lenders and the L/C Issuer
(including fees, charges and disbursements of counsel to the respective Lenders
and the L/C Issuer and amounts payable under Article III), ratably among
them in proportion to the respective amounts described in this clause Second
payable to them;


Third, to payment of that portion of
the Obligations constituting accrued and unpaid L/C Fees and interest on the
Loans, L/C Borrowings and other Obligations, ratably among Lenders and the L/C
Issuer in proportion to the respective amounts described in this clause Third
payable to them;



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Fourth, to payment of that portion
of the Obligations constituting unpaid principal of the Loans and L/C
Borrowings, ratably among Lenders and the L/C Issuer in proportion to the
respective amounts described in this clause Fourth held by them;


Fifth, to Agent for the account of
the L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised
of the aggregate undrawn amount of Letters of Credit; and


Sixth, to payment of (i) Swap
Termination Values owing to any Hedge Bank arising under any Secured Hedge
Agreement that shall have been terminated and as to which the Agent shall have
received notice of such termination and the Swap Termination Value thereof from
the applicable Hedge Bank and (ii) amounts owing to any Cash Management Bank
under any Secured Cash Management Agreement and as to which the Agent shall
have received notice of such amount from the applicable Cash Management Bank,
ratably among them in proportion to the respective amounts described in this
clause Sixth payable to them;


Last, the balance, if any, after all
of the Obligations have been indefeasibly paid in full, to Borrower or as
otherwise required by Law.


Subject to Section 2.03(c), amounts used to
Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant
to clause Fifth above shall be applied to satisfy drawings under such
Letters of Credit as they occur.  If any
amount remains on deposit as Cash Collateral after all Letters of Credit have
either been fully drawn or expired, such remaining amount shall be applied to
the other Obligations, if any, in the order set forth above.


ARTICLE IX.                                               ADMINISTRATIVE AGENT


9.01        Appointment and Authorization of
Administrative Agent.  
Each of the Lenders and the L/C issuer hereby irrevocably appoints Bank
of America to act on its behalf as Administrative Agent hereunder and under the
other Loan Documents  and authorizes
Agent to take such actions on its behalf and to exercise such powers as are
delegated to Agent by the terms hereof and thereof, together with such actions and
powers as are reasonably incidental thereto. 
The provisions of this Article are solely for the benefit of Agent, the
Lenders and the L/C Issuer, and neither Borrower nor any other Loan Party shall
have rights as a third party beneficiary of any of such provisions.


(b)  Agent shall also act as the “collateral
agent” under the Loan Documents, and each of the Lenders and the L/C Issuer
hereby irrevocably appoints and authorizes Agent to act as the agent of such
Lender and the L/C Issuer for purposes of acquiring, holding and enforcing any
and all Liens on Collateral granted by any of the Loan Parties to secure any of
the Obligations, together with such powers and discretion as are reasonably
incidental thereto.  In this connection,
Agent, as “collateral agent” and any co-agents, sub-agents and
attorneys-in-fact appointed by Agent pursuant to Section 9.05 or
otherwise for purposes of holding or enforcing any Lien on the Collateral (or
any portion thereof) granted under the Collateral Documents, or for exercising
any rights and remedies thereunder at the direction of Agent), shall be
entitled to the benefits of all provisions of this Article IX and Article
X, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral
agent” under the Loan Documents as if set forth in full herein with respect
thereto.



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9.02        Rights as a Lender.  The Person serving as Agent hereunder shall
have the same rights and powers in its capacity as a Lender as any other Lender
and may exercise the same as though it were not Agent and the term “Lender” or “Lenders”
shall, unless otherwise expressly indicated or unless the context otherwise
requires, include the Person serving as Agent hereunder in its individual
capacity.  Such Person and its Affiliates
may accept deposits from, lend money to, act as the financial advisor or in any
other advisory capacity for and generally engage in any kind of business with
Borrower or any Subsidiary or other Affiliate thereof as if such Person were
not Agent hereunder and without any duty to account therefor to  Lenders.


9.03        Exculpatory Provisions.  Agent shall not have any duties or
obligations except those expressly set forth herein and in the other Loan
Documents.  Without limiting the
generality of the foregoing, Agent:


(a)           shall not be subject to any fiduciary
or other implied duties, regardless of whether a Default has occurred and is
continuing;


(b)           shall not have any duty to take any
discretionary action or exercise any discretionary powers, except discretionary
rights and powers expressly contemplated hereby or by the other Loan Documents
that Agent is required to exercise as directed in writing by the Required
Lenders (or such other number or percentage of the Lenders as shall be
expressly provided for herein or in the other Loan Documents), provided
that Agent shall not be required to take any action that, in its opinion or the
opinion of its counsel, may expose Agent to liability or that is contrary to
any Loan Document or applicable Law; and


(c)           shall not, except as expressly set
forth herein and in the other Loan Documents, have any duty to disclose, and
shall not be liable for the failure to disclose, any information relating to
Borrower or any of its Affiliates that is communicated to or obtained by the
Person serving as Agent or any of its Affiliates in any capacity.


(d)           shall not be liable for any action
taken or not taken by it (i) with the consent or at the request of the Required
Lenders (or such other number or percentage of the Lenders as shall be
necessary, or as Agent shall believe in good faith shall be necessary, under
the circumstances as provided in Sections 8.02 and 10.01) or (ii)
in the absence of its own gross negligence or willful misconduct.  Agent shall be deemed not to have knowledge
of any Default unless and until written notice describing such Default is given
to Agent by Borrower, a Lender or the L/C Issuer.  Agent shall not be responsible for or have
any duty to ascertain or inquire into (i) any statement, warranty or
representation made in or in connection with this Agreement or any other Loan
Document, (ii) the contents of any certificate, report or other document
delivered hereunder or thereunder or in connection herewith or therewith, (iii)
the performance or observance of any of the covenants, agreements or other
terms or conditions set forth herein or therein or the occurrence of any
Default, (iv) the validity, enforceability, effectiveness or genuineness of
this Agreement, any other Loan Document or any other agreement, instrument or
document or (v) the satisfaction of any condition set forth in Article IV
or elsewhere herein, other than to confirm receipt of items expressly required
to be delivered to Agent.



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9.04        Reliance by Administrative Agent.  Agent shall be entitled to rely upon, and
shall not incur any liability for relying upon, any notice, request,
certificate, consent, statement, instrument, document or other writing
(including any electronic message, Internet or intranet website posting or
other distribution) believed by it to be genuine and to have been signed, sent
or otherwise authenticated by the proper Person.  Agent also may rely upon any statement made
to it orally or by telephone and believed by it to have been made by the proper
Person, and shall not incur any liability for relying thereon.  In determining compliance with any condition
hereunder to the making of a Loan, or the issuance of a Letter of Credit, that
by its terms must be fulfilled to the satisfaction of a Lender or the L/C
Issuer, Agent may presume that such condition is satisfactory to such Lender or
the L/C Issuer unless Agent shall have received notice to the contrary from
such Lender or the L/C Issuer prior to the making of such Loan or the issuance
of such Letter of Credit.  Agent may
consult with legal counsel (who may be counsel for Borrower), independent
accountants and other experts selected by it, and shall not be liable for any
action taken or not taken by it in accordance with the advice of any such
counsel, accountants or experts.


9.05        Delegation of Duties.   Agent
may perform any and all of its duties and exercise its rights and powers
hereunder or under any other Loan Document by or through any one or more sub
agents appointed by Agent.  Agent and any
such sub agent may perform any and all of its duties and exercise its rights
and powers by or through their respective Related Parties.  The exculpatory provisions of this Article
shall apply to any such sub agent and to the Related Parties of Agent and any
such sub agent, and shall apply to their respective activities in connection
with the syndication of the credit facilities provided for herein as well as
activities as Agent.


9.06        Resignation of Agent.  Agent may at any time give notice of its
resignation to Lenders, the L/C Issuer and Borrower.  Upon receipt of any such notice of
resignation, the Required Lenders shall have the right, in consultation with
Borrower, to appoint a successor, which shall be a bank with an office in the
United States, or an Affiliate of any such bank with an office in the United States.  If no such successor shall have been so
appointed by the Required Lenders and shall have accepted such appointment
within 30 days after the retiring Agent gives notice of its resignation, then
the retiring  Agent may on behalf of
Lenders and the L/C Issuer, appoint a successor Agent meeting the
qualifications set forth above; provided that if Agent shall notify
Borrower and the Lenders that no qualifying Person has accepted such
appointment, then such resignation shall nonetheless become effective in
accordance with such notice and (1) the retiring Agent shall be discharged from
its duties and obligations hereunder and under the other Loan Documents (except
that in the case of any collateral security held by Agent on behalf of the
Lenders or the L/C Issuer under any of the Loan Documents, the retiring  Agent shall continue to hold such collateral
security until such time as a successor Agent is appointed) and (2) all
payments, communications and determinations provided to be made by, to or
through Agent shall instead be made by or to each Lender and the L/C Issuer
directly, until such time as the Required Lenders appoint a successor Agent as
provided for above in this Section.  Upon
the acceptance of a successor’s appointment as Agent hereunder, such successor
shall succeed to and become vested with all of the rights, powers, privileges
and duties of the retiring (or retired) Agent, and the retiring Agent shall be
discharged from all of its duties and obligations hereunder or under the other
Loan Documents (if not already discharged therefrom as provided above in this
Section).  The fees payable by Borrower
to a successor Agent shall be the same as those payable to its predecessor
unless otherwise agreed between Borrower and such successor.  After the retiring Agent’s resignation
hereunder and under the other Loan Documents, the provisions of this Article
and Section 10.04 shall continue in effect for the benefit of such
retiring Agent, its sub agents and their respective Related Parties in respect
of any actions taken or omitted to be taken by any of them while the retiring
Administrative Agent was acting as Administrative Agent.



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Any resignation by Bank of America as Agent pursuant
to this Section shall also constitute its resignation as L/C Issuer and Swing
Line Lender.  Upon the acceptance of a
successor’s appointment as Agent hereunder, (a) such successor shall succeed to
and become vested with all of the rights, powers, privileges and duties of the
retiring L/C Issuer and Swing Line Lender, (b) the retiring L/C Issuer and
Swing Line Lender shall be discharged from all of their respective duties and
obligations hereunder or under the other Loan Documents, and (c) the successor
L/C Issuer shall issue letters of credit in substitution for the Letters of Credit,
if any, outstanding at the time of such succession or make other arrangements
satisfactory to the retiring L/C Issuer to effectively assume the obligations
of the retiring L/C Issuer with respect to such Letters of Credit.


9.07        Non-Reliance on Agent and Other Lenders.  Each Lender and the L/C Issuer acknowledges
that it has, independently and without reliance upon Agent or any other Lender
or any of their Related Parties and based on such documents and information as
it has deemed appropriate, made its own credit analysis and decision to enter
into this Agreement.  Each Lender and the
L/C Issuer also acknowledges that it will, independently and without reliance
upon Agent or any other Lender or any of their Related Parties and based on
such documents and information as it shall from time to time deem appropriate,
continue to make its own decisions in taking or not taking action under or
based upon this Agreement, any other Loan Document or any related agreement or
any document furnished hereunder or thereunder.


9.08        No Other Duties, Etc.  Anything herein to the contrary
notwithstanding, no Lender holding a title listed on the cover page hereof
shall have any powers, duties or responsibilities under this Agreement or any
of the other Loan Documents, except in its capacity, as applicable, as Agent, a
Lender or the L/C Issuer hereunder.


9.09        Administrative Agent May File Proofs of
Claim.  In case of the
pendency of any proceeding under any Debtor Relief Law or any other judicial
proceeding relative to any Loan Party, Agent (irrespective of whether the
principal of any Loan or L/C Obligation shall then be due and payable as herein
expressed or by declaration or otherwise and irrespective of whether Agent
shall have made any demand on Borrower) shall be entitled and empowered, by
intervention in such proceeding or otherwise


(a)           to file and prove a claim for the
whole amount of the principal and interest owing and unpaid in respect of the
Loans, L/C Obligations and all other Obligations that are owing and unpaid and
to file such other documents as may be necessary or advisable in order to have
the claims of Lenders, the L/C Issuer and Agent (including any claim for the
reasonable compensation, expenses, disbursements and advances of Lenders, the
L/C Issuer  and Agent and their
respective agents and counsel and all other amounts due Lenders, the L/C Issuer
and Agent under Sections 2.03(i) and (j), 2.09 and 10.04)
allowed in such judicial proceeding; and



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(b)           to collect and receive any monies or
other property payable or deliverable on any such claims and to distribute the
same;


and any custodian, receiver, assignee, trustee,
liquidator, sequestrator or other similar official in any such judicial
proceeding is hereby authorized by each Lender and the L/C Issuer to make such
payments to Agent and, in the event that Agent shall consent to the making of
such payments directly to Lenders and 
the L/C Issuer, to pay to Agent any amount due for the reasonable
compensation, expenses, disbursements and advances of Agent and its agents and
counsel, and any other amounts due Agent under Sections 2.09 and 10.04.  Nothing contained herein shall be deemed to
authorize Agent to authorize or consent to or accept or adopt on behalf of any
Lender or the L/C Issuer any plan of reorganization, arrangement, adjustment or
composition affecting the Obligations or the rights of any Lender or the L/C
Issuer or to authorize Agent to vote in respect of the claim of any Lender or
the L/C Issuer in any such proceeding.


9.10        Guaranty Matters.  Each Lender and the L/C Issuer hereby
irrevocably authorizes Agent, at its option and in its discretion, to release
any Guarantor from its obligations under the Guaranty if such Person ceases to
be a Subsidiary as a result of a transaction permitted hereunder.  Upon request by Agent at any time, each Lender
and the L/C Issuer will confirm in writing Agent’s authority to release any
Guarantor from its obligations under the Guaranty pursuant to this Section
9.10.


9.11        Collateral Matters.  (a) 
Each Lender and the L/C Issuer hereby irrevocably authorizes and directs
Agent to enter into the Collateral Documents for the benefit of such Lender and
the L/C Issuer.  Each Lender and the L/C
Issuer hereby agrees, and each holder of any Note by the acceptance thereof
will be deemed to agree, that, except as otherwise set forth in Section
10.01, any action taken by the Required Lenders, in accordance with the
provisions of this Agreement or the Collateral Documents, and the exercise by
the Required Lenders of the powers set forth herein or therein, together with
such other powers as are reasonably incidental thereto, shall be authorized and
binding upon all of Lenders and the L/C Issuer. 
Agent is hereby authorized (but not obligated) on behalf of all of
Lenders and the L/C Issuer, without the necessity of any notice to or further
consent from any Lender or the L/C Issuer from time to time prior to, an Event
of Default, to take any action with respect to any Collateral or Collateral
Documents which may be necessary to perfect and maintain perfected the Liens
upon the Collateral granted pursuant to the Collateral Documents.


(b)           Each Lender and the L/C issuer hereby
irrevocably authorize Agent, at its option and in its discretion,


(i)            to release any Lien on any property
granted to or held by Agent under any Loan Document (A) upon termination of the
Aggregate Commitments and payment in full of all Obligations (other than
contingent indemnification obligations) and the expiration or termination of
all Letters of Credit, (B) that is sold or to be sold as part of or in
connection with any sale permitted hereunder or under any other Loan Document,
(C) subject to Section 10.01, if approved, authorized or ratified in
writing by the Required Lenders, or (D) in connection with any foreclosure sale
or other disposition of Collateral after the occurrence of an Event of Default;
and



 73
 









(ii)           to subordinate any Lien on any
property granted to or held by Agent under any Loan Document to the holder of
any Lien on such property that is permitted by this Agreement or any other Loan
Document.


Upon request by Agent at
any time, each Lender and the L/C Issuer will confirm in writing Agent’s
authority to release or subordinate its interest in particular types or items
of Collateral pursuant to this Section 9.11.


(c)           Subject to (b) above, Agent shall,
and is hereby irrevocably authorized by each Lender and the L/C Issuer, to
execute such documents as may be necessary to evidence the release or
subordination of the Liens granted to Agent for the benefit of Agent and
Lenders and the L/C Issuer herein or pursuant hereto upon the applicable
Collateral; provided that (i) Agent shall not be required to execute any such
document on terms which, in Agent’s opinion, would expose Agent to or create
any liability or entail any consequence other than the release or subordination
of such Liens without recourse or warranty and (ii) such release or
subordination shall not in any manner discharge, affect or impair the
Obligations or any Liens upon (or obligations of Borrower or any other Loan
Party in respect of) all interests retained by Borrower or any other Loan
Party, including the proceeds of the sale, all of which shall continue to
constitute part of the Collateral.  In
the event of any sale or transfer of Collateral, or any foreclosure with
respect to any of the Collateral, Agent shall be authorized to deduct all
expenses reasonably incurred by Agent from the proceeds of any such sale,
transfer or foreclosure.


(d)           Agent shall have no obligation
whatsoever to any Lender, the L/C Issuer or any other Person to assure that the
Collateral exists or is owned by Borrower or any other Loan Party or is cared
for, protected or insured or that the Liens granted to Agent herein or in any
of the Collateral Documents or pursuant hereto or thereto have been properly or
sufficiently or lawfully created, perfected, protected or enforced or are
entitled to any particular priority, or to exercise or to continue exercising
at all or in any manner or under any duty of care, disclosure or fidelity any
of the rights, authorities and powers granted or available to Agent in this Section
9.11 or in any of the Collateral Documents, it being understood and agreed
that in respect of the Collateral, or any act, omission or event related
thereto, Agent may act in any manner it may deem appropriate, in its sole
discretion, given Agent’s own interest in the Collateral as one of  Lenders and that Agent shall have no duty or
liability whatsoever to Lenders or the L/C Issuer.


(e)           Each Lender and the L/C Issuer hereby
appoints each other Lender as agent for the purpose of perfecting  Lenders’ and the L/C Issuer’s security
interest in assets which, in accordance with Article 9 of the UCC can be
perfected only by possession, and each other Lender hereby accepts such
appointment.  Should any Lender or the
L/C Issuer (other than Agent) obtain possession of any such Collateral, such
Lender or the L/C Issuer shall notify Agent thereof, and, promptly upon Agent’s
request therefor shall deliver such Collateral to  Agent or in accordance with Agent’s
instructions.


ARTICLE X.      MISCELLANEOUS


10.01      Amendments, Etc.  No amendment or waiver of any provision of
this Agreement or any other Loan Document, and no consent to any departure by
Borrower or any other Loan Party therefrom, shall be effective unless in
writing signed by the Required Lenders and Borrower or the applicable Loan
Party, as the case may be, and acknowledged by Agent, and each such waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which given; provided, however, that no such
amendment, waiver or consent shall:



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(a)           waive any condition set forth in Section
4.01(a) without the written consent of each Lender; provided, however,
in the sole discretion of Agent, only a waiver by Agent shall be required with
respect to immaterial matters or items specified in Section 4.01(a) (iii)
or (iv)  with respect to which
Borrower has given assurances satisfactory to Agent that such items shall be
delivered promptly following the Closing Date;


(b)           extend or increase the Commitment of
any Lender (or reinstate any Commitment terminated pursuant to Section 8.02)
without the written consent of such Lender;


(c)           postpone any date fixed by this
Agreement or any other Loan Document for any payment (excluding mandatory
prepayments) of principal, interest, fees or other amounts due to Lenders (or
any of them) hereunder or under any other Loan Document without the written
consent of each Lender directly affected thereby;


(d)           reduce the principal of, or the rate
of interest specified herein on, any Loan or L/C Borrowing, or (subject to
clause (iv) of the second proviso to this Section 10.01) any fees or
other amounts payable hereunder or under any other Loan Document, without the
written consent of each Lender directly affected thereby; provided, however,
that only the consent of the Required Lenders shall be necessary (i) to amend
the definition of “Default Rate” or to waive any obligation of Borrower to pay
interest or L/C Fees at the Default Rate or (ii) to amend any financial
covenant hereunder (or any defined term used therein) even if the effect of
such amendment would be to reduce the rate of interest on any Loan or L/C
Borrowing or to reduce any fee payable hereunder;


(e)           change Section 2.13 or Section
8.03 in a manner that would alter the pro rata sharing of payments required
thereby without the written consent of each Lender;


(f)            change any provision of this Section
or the definition of “Required Lenders” or any other provision hereof specifying
the number or percentage of Lenders required to amend, waive or otherwise
modify any rights hereunder or make any determination or grant any consent
hereunder, without the written consent of each Lender;


(g)           except as permitted by Section
9.10, release any Guarantor from the Guaranty or release the Liens on all
or substantially all of the Collateral in any transaction or series of related
transactions except in accordance with the terms of any Loan Document, without
the written consent of each Lender;


and, provided  further, that (i) no
amendment, waiver or consent shall, unless in writing and signed by the L/C
Issuer in addition to the Lenders required above, affect the rights or duties
of the L/C Issuer under this Agreement or any Issuer Document relating to any
Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or
consent shall, unless in writing and signed by Swing Line Lender in addition to
the Lenders required above, affect the rights 



 75
 









or duties of Swing Line Lender under this Agreement;
(iii) no amendment, waiver or consent shall, unless in writing and signed by
Agent in addition to the Lenders required above, affect the rights or duties of
Agent under this Agreement or any other Loan Document; and (iv) the Agent Fee
Letter may be amended, or rights or privileges thereunder waived, in a writing
executed only by the parties thereto. 
Notwithstanding anything to the contrary herein, no Defaulting Lender
shall have any right to approve or disapprove any amendment, waiver or consent
hereunder, except that the Commitment of such Lender may not be increased or
extended without the consent of such Lender.


10.02      Notices;
Effectiveness; Electronic Communications.


(a)           Notices Generally.  Except in the case of notices and other
communications expressly permitted to be given by telephone (and except as
provided in subsection (b) below), all notices and other communications
provided for herein shall be in writing and shall be delivered by hand or
overnight courier service, mailed by certified or registered mail or sent by
telecopier as follows, and all notices and other communications expressly
permitted hereunder to be given by telephone shall be made to the applicable
telephone number, as follows:


(i)            if to Borrower, Agent, the L/C
Issuer or Swing Line Lender, to the address, telecopier number, electronic mail
address or telephone number specified for such Person on Schedule 10.02;
and


(ii)           if to any other Lender, to the
address, telecopier number, electronic mail address or telephone number specified
in its Administrative Questionnaire.


Notices sent by hand or overnight courier service, or
mailed by certified or registered mail, shall be deemed to have been given when
received; notices sent by telecopier shall be deemed to have been given when
sent (except that, if not given during normal business hours for the recipient,
shall be deemed to have been given at the opening of business on the next
business day for the recipient).  Notices
delivered through electronic communications to the extent provided in
subsection (b) below, shall be effective as provided in such subsection (b).


(b)           Electronic Communications.  Notices and other communications to Lenders
and the L/C Issuer hereunder may be delivered or furnished by electronic
communication (including e-mail and Internet or intranet websites) pursuant to
procedures approved by Agent, provided that the foregoing shall not apply to
notices to any Lender or the L/C Issuer pursuant to Article II if such Lender
or the L/C Issuer, as applicable has notified the Agent that it is incapable of
receiving notices under such Article by electronic communication.  Agent or Borrower may, in its discretion,
agree to accept notices and other communications to it hereunder by electronic
communications pursuant to procedures approved by it, provided that approval of
such procedures may be limited to particular notices or communications.  Unless Agent otherwise prescribes, (i)
notices and other communications sent to an e-mail address shall be deemed
received upon the sender’s receipt of an acknowledgement from the intended
recipient (such as by the “return receipt requested” function, as available,
return e-mail or other written acknowledgement), provided that if such
notice or other communication is not sent during the normal business hours of
the recipient, such notice or communication shall be deemed to have been sent
at the opening of business on the next business day for the recipient, and (ii)
notices or communications posted to an Internet or intranet website shall be
deemed received upon the deemed receipt by the intended recipient at its e-mail
address as described in the foregoing clause (i) of notification that such
notice or communication is available and identifying the website address therefor.



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(c)           The Platform.  THE PLATFORM IS PROVIDED “AS IS” AND “AS
AVAILABLE.”  THE AGENT PARTIES (AS
DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF BORROWER
MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR
ERRORS IN OR OMISSIONS FROM BORROWER MATERIALS. 
NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY
WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT
OF THIRD PARTY RIGHTS OF FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY
ANY AGENT PARTY IN CONNECTION WITH BORROWER MATERIALS OR THE PLATFORM.  In no event shall Agent or any of its Related
Parties (collectively, the “Agent Parties”) have any liability to
Borrower, any Lender, the L/C Issuer or any other Person for losses, claims,
damages, liabilities or expenses of any kind (whether in tort, contract or
otherwise) arising out of Borrower’s or Agent’s transmission of Borrower
Materials through the Internet, except to the extent that such losses, claims,
damages, liabilities or expenses are determined by a court of competent
jurisdiction by a final and nonappealable judgment to have resulted from the
gross negligence or willful misconduct of such Agent Party; provided, however,
that in no event shall any Agent Party have any liability to Borrower, any
Lender, the L/C Issuer or any other Person for indirect, special, incidental,
consequential or punitive damages (as opposed to direct or actual damages).


(d)           Change of Address, Etc.  Each of Borrower, Agent, the L/C Issuer and
Swing Line Lender may change its address, telecopier or telephone number for
notices and other communications hereunder by notice to the other parties
hereto.  Each other Lender may change its
address, telecopier or telephone number for notices and other communications
hereunder by notice to Borrower, Agent, the L/C Issuer and Swing Line
Lender.  In addition, each Lender agrees
to notify Agent from time to time to ensure that Agent has on record (i) an
effective address, contact name, telephone number, telecopier number and
electronic mail address to which notices and other communications may be sent
and (ii) accurate wire instructions for such Lender.


(e)           Reliance by Agent. L/C Issuer and
Lenders.  Agent, the L/C Issuer and
Lenders shall be entitled to rely and act upon any notices (including
telephonic Committed Loan Notices and Swing Line Loan Notices) purportedly
given by or on behalf of Borrower even if (i) such notices were not made in a
manner specified herein, were incomplete or were not preceded or followed by
any other form of notice specified herein, or (ii) the terms thereof, as
understood by the recipient, varied from any confirmation thereof.  Borrower shall indemnify Agent, the L/C
Issuer, each Lender and the Related Parties of each of them from all losses,
costs, expenses and liabilities resulting from the reliance by such Person on
each notice purportedly given by or on behalf of Borrower.  All telephonic notices to and other
telephonic communications with Agent may be recorded by Agent, and each of the
parties hereto hereby consents to such recording.



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10.03      No Waiver; Cumulative Remedies.  No failure by any Lender, the L/C Issuer or
Agent to exercise, and no delay by any such Person in exercising, any right,
remedy, power or privilege hereunder shall operate as a waiver thereof; nor
shall any single or partial exercise of any right, remedy, power or privilege
hereunder preclude any other or further exercise thereof or the exercise of any
other right, remedy, power or privilege. 
The rights, remedies, powers and privileges herein provided are
cumulative and not exclusive of any rights, remedies, powers and privileges
provided by law.


10.04      Expenses;
Indemnity; Damage Waiver.


(a)           Costs and Expenses.  Borrower shall pay (i) all reasonable out-of-pocket
expenses incurred by Agent and its Affiliates (including the reasonable fees,
charges and disbursements of counsel for Agent), in connection with the
syndication of the credit facilities provided for herein, the preparation,
negotiation, execution, delivery and administration of this Agreement and the
other Loan Documents or any amendments, modifications or waivers of the
provisions hereof or thereof (whether or not the transactions contemplated
hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket
expenses incurred by the L/C Issuer in connection with the issuance, amendment,
renewal or extension of any Letter of Credit or any demand for payment
thereunder and (iii) all out-of-pocket expenses incurred by Agent, any Lender or
the L/C Issuer (including the fees, charges and disbursements of any counsel
for Agent, any Lender or the L/C Issuer), in connection with the enforcement or
protection of its rights (A) in connection with this Agreement and the other
Loan Documents, including its rights under this Section, or (B) in connection
with the Loans made or Letters of Credit issued hereunder, including all such
out-of-pocket expenses incurred during any workout, restructuring or
negotiations in respect of such Loans or Letters of Credit.


(b)           Indemnification by Borrower.  Borrower shall indemnify Agent (and any
sub-agent thereof), each Lender and the L/C Issuer, and each Related Party of
any of the foregoing Persons (each such Person being called an “Indemnitee”)
against, and hold each Indemnitee harmless from, any and all losses, claims,
damages, liabilities and related expenses (including the reasonable fees,
charges and disbursements of any law firm or external counsel for any
Indemnitee), incurred by any Indemnitee or
asserted against any Indemnitee by any third party or by Borrower or any other
Loan Party arising out of, in connection with, or as a result of (i) the
execution or delivery of this Agreement, any other Loan Document or any
agreement or instrument contemplated hereby or thereby, the performance by the
parties hereto of their respective obligations hereunder or thereunder, or the
consummation of the transactions contemplated hereby or thereby, or, in the
case of Agent (and any sub-agent thereof) and its Related Parties only, the
administration of this Agreement and the other Loan Documents, (ii) any Loan or
Letter of Credit or the use or proposed use of the proceeds therefrom
(including any refusal by the L/C Issuer to honor a demand for payment under a
Letter of Credit if the documents presented in connection with such demand do
not strictly comply with the terms of such Letter of Credit), (iii) any actual
or alleged presence or release of Hazardous Materials on or from any property
owned or operated by Borrower or any of its Subsidiaries, or any Environmental
Liability related in any way to Borrower or any of its Subsidiaries, or (iv)
any actual or prospective claim, litigation, investigation or proceeding
relating to any of the foregoing, whether based on contract, tort or any other
theory, whether brought by a third party or by Borrower or any other Loan
Party, and regardless of whether any Indemnitee is a party thereto, in all
cases, whether or not caused by or arising, in whole or in part, out of the
comparative, contributory or sole negligence of the Indemnitee; provided
that such indemnity shall not, as to any Indemnitee, be available to the extent
that such losses, claims, damages, 



 78
 









liabilities or related expenses (x) are determined by
a court of competent jurisdiction by final and nonappealable judgment to have
resulted from the gross negligence or willful misconduct of such Indemnitee or
(y) result from a claim brought by Borrower or any other Loan Party against an
Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder
or under any other Loan Document, if Borrower or such Loan Party has obtained a
final and nonappealable judgment in its favor on such claim as determined by a
court of competent jurisdiction.


(c)           Reimbursement by Lenders.  To the extent that Borrower for any reason
fails to indefeasibly pay any amount required under subsection (a) or (b) of
this Section to be paid by it to Agent (or any sub-agent thereof), the L/C
Issuer or any Related Party of any of the foregoing, each Lender severally
agrees to pay to Agent (or any such sub-agent), the L/C Issuer or such Related
Party, as the case may be, such Lender’s Applicable Percentage (determined as
of the time that the applicable unreimbursed expense or indemnity payment is
sought) of such unpaid amount, provided that the unreimbursed expense or
indemnified loss, claim, damage, liability or related expense, as the case may
be, was incurred by or asserted against Agent (or any such sub-agent) or the
L/C Issuer in its capacity as such, or against any Related Party of any of the
foregoing acting for Agent (or any such sub-agent) or L/C Issuer in connection
with such capacity.  The obligations of
the Lenders under this subsection (c) are subject to the provisions of Section
2.12(d).


(d)           Waiver of Consequential Damages,
Etc.  To the fullest extent permitted
by applicable law, Borrower shall not assert, and hereby waives, any claim
against any Indemnitee, on any theory of liability, for special, indirect,
consequential or punitive damages (as opposed to direct or actual damages)
arising out of, in connection with, or as a result of, this Agreement, any
other Loan Document or any agreement or instrument contemplated hereby, the
transactions contemplated hereby or thereby, any Loan or Letter of Credit or
the use of the proceeds thereof.  No
Indemnitee referred to in subsection (b) above shall be liable for any damages
arising from the use by unintended recipients of any information or other
materials distributed by it through telecommunications, electronic or other
information transmission systems in connection with this Agreement or the other
Loan Documents or the transactions contemplated hereby or thereby, except to
the extent such damages are determined by a court of competent jurisdiction by final
and nonappealable judgment to have resulted from the gross negligence, willful
misconduct or bad faith of such Indemnitee (it being understood that this
sentence does not affect the confidentiality obligations of the Agent and the
Lenders under Section 10.07 hereof).


(e)           Payments.  All amounts due under this Section shall be
payable not later than ten Business Days after demand therefor.


(f)            Survival.  The agreements in this Section shall survive
the resignation of Agent, the L/C Issuer and the Swing Line Lender, the
replacement of any Lender, the termination of the Aggregate Commitments and the
repayment, satisfaction or discharge of all the other Obligations.



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10.05      Payments Set Aside.  To the extent that any payment by or on
behalf of Borrower is made to Agent, the L/C Issuer or any Lender, or Agent,
the L/C Issuer  or any Lender exercises
its right of setoff, and such payment or the proceeds of such setoff or any
part thereof is subsequently invalidated, declared to be fraudulent or
preferential, set aside or required (including pursuant to any settlement
entered into by Agent, the L/C Issuer  or
such Lender in its discretion) to be repaid to a trustee, receiver or any other
party, in connection with any proceeding under any Debtor Relief Law or otherwise,
then (a) to the extent of such recovery, the obligation or part thereof
originally intended to be satisfied shall be revived and continued in full
force and effect as if such payment had not been made or such setoff had not
occurred, and (b) each Lender and the L/C Issuer severally agrees to pay to
Agent upon demand its applicable share (without duplication) of any amount so
recovered from or repaid by Agent, plus interest thereon from the date of such
demand to the date such payment is made at a rate per annum equal to the
Federal Funds Rate from time to time in effect. 
The obligations of the Lenders and the L/C Issuer under clause (b) of
the preceding sentence shall survive the payment in full of the Obligations and
the termination of this Agreement.


10.06      Successors and Assigns.


(a)           Successors and Assigns Generally.  The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns permitted hereby, except that neither Borrower
nor any other Loan Party may assign or otherwise transfer any of its rights or
obligations hereunder without the prior written consent of Agent, the L/C
Issuer and each Lender and no Lender may assign or otherwise transfer any of
its rights or obligations hereunder except (i) to an assignee in accordance
with the provisions of subsection (b) of this Section, (ii) by way of
participation in accordance with the provisions of subsection (d) of this
Section, or (iii) by way of pledge or assignment of a security interest subject
to the restrictions of subsection (f)  of
this Section (and any other attempted assignment or transfer by any party
hereto shall be null and void).  Nothing
in this Agreement, expressed or implied, shall be construed to confer upon any
Person (other than the parties hereto, their respective successors and assigns
permitted hereby, Participants to the extent provided in subsection (d) of this
Section and, to the extent expressly contemplated hereby, the Related Parties
of each of Agent, the L/C Issuer and the Lenders) any legal or equitable right,
remedy or claim under or by reason of this Agreement.


(b)           Assignments by Lenders.  Any Lender may at any time assign to one or
more assignees all or a portion of its rights and obligations under this
Agreement (including all or a portion of its Commitment and the Loans
(including for purposes of this subsection (b), participations in L/C
Obligations and in Swing Line Loans) at the time owing to it); provided
that any such assignment shall be subject to the following conditions:


(i)            Minimum Amounts


(A)          in the case of an assignment of the
entire remaining amount of the assigning Lender’s Commitment and the Loans at
the time owing to it or in the case of an assignment to a Lender or an
Affiliate of a Lender no minimum amount need be assigned; and



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(B)           in any case not described in
subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment
(which for this purpose includes Loans outstanding thereunder) or, if the
Commitment is not then in effect, the principal outstanding balance of the
Loans of the assigning Lender subject to each such assignment, determined as of
the date the Assignment and Assumption with respect to such assignment is
delivered to Agent or, if “Trade Date” is specified in the Assignment and
Assumption, as of the Trade Date, shall not be less than $5,000,000  unless each of Agent and, so long as no Event of Default
has occurred and is continuing, Borrower otherwise consents (each such consent
not to be unreasonably withheld or delayed); provided, however,
that concurrent assignments to members of an Assignee Group and concurrent
assignments from members of an Assignee Group to a single assignee (or to an
assignee and members of its Assignee Group) will be treated as a single
assignment for purposes of determining whether such minimum amount has been
met.


(ii)          Proportionate Amounts.  Each partial assignment shall be made as an
assignment of a proportionate part of all the assigning Lender’s rights and
obligations under this Agreement with respect to the Loans or the Commitment
assigned, except that this clause (ii) shall not apply to the Swing Line Lender’s
rights and obligations in respect of Swing Line Loans.


(iii)         Required Consents.  No consent shall be required for any
assignment except to the extent required by subjection (b)(i)(B) of this
Section and, in addition:


(A)          the consent of Borrower (such consent
not to be unreasonably withheld or delayed) shall be required unless (1) an
Event of Default has occurred and is continuing at the time of such assignment
or (2) such assignment is to a Lender or an Affiliate of a Lender;


(B)           the consent of Agent (such consent
not to be unreasonably withheld or delayed) shall be required if such
assignment is to a Person that is not a Lender or an Affiliate of such Lender
with respect to such Lender;


(C)           the consent of the L/C Issuer (such
consent not to be unreasonably withheld or delayed) shall be required for any
assignment that increases the obligation of the assignee to participate in
exposure under one or more Letters of Credit (whether or not then outstanding);
and


(D)           the consent of the Swing Line Lender
(such consent not to be unreasonably withheld or delayed) shall be required for
any assignment;


(iv)        Assignment and Assumption.  The parties to each assignment shall execute
and deliver to Agent an Assignment and Assumption, together with a processing
and recordation fee in the amount of $3,500; provided, however,
that the Agent may, in its sole discretion, elect to waive such processing and
recordation fee in the case of any assignment. 
The assignee, if it is not a Lender, shall deliver to Agent an
Administrative Questionnaire.


(v)         No Assignment to Borrower.  No such assignment shall be made to Borrower
or any of Borrower’s Affiliates or Subsidiaries.



 81
 









(vi)        No Assignment to Natural Persons.  No such assignment shall be made to a natural
person.


Subject to acceptance and recording thereof by Agent pursuant to
subsection (c) of this Section, from and after the effective date specified in
each Assignment and Assumption, the assignee thereunder shall be a party to
this Agreement and, to the extent of the interest assigned by such Assignment
and Assumption, have the rights and obligations of a Lender under this
Agreement, and the assigning Lender thereunder shall, to the extent of the
interest assigned by such Assignment and Assumption, be released from its
obligations under this Agreement (and, in the case of an Assignment and
Assumption covering all of the assigning Lender’s rights and obligations under
this Agreement, such Lender shall cease to be a party hereto) but shall
continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05,  and 10.04 with respect to facts and
circumstances occurring prior to the effective date of such assignment.  Upon request, Borrower (at its expense) shall
execute and deliver a Note to the assignee Lender.  Any assignment or transfer by a Lender of
rights or obligations under this Agreement that does not comply with this
subsection shall be treated for purposes of this Agreement as a sale by such
Lender of a participation in such rights and obligations in accordance with
subsection (d) of this Section.


(c)           Register.  Agent, acting solely for this purpose as an
agent of Borrower, shall maintain at Administrative Agent’s Office a copy of
each Assignment and Assumption delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitments of,
and principal amounts of the Loans and L/C Obligations owing to, each Lender
pursuant to the terms hereof from time to time (the “Register”).  The entries in the Register shall be
conclusive, and Borrower, Agent and the Lenders may treat each Person whose
name is recorded in the Register pursuant to the terms hereof as a Lender
hereunder for all purposes of this Agreement, notwithstanding notice to the
contrary.  The Register shall be
available for inspection by each of Borrower and any Lender, at any reasonable
time and from time to time upon reasonable prior notice.


(d)           Participations.  Any Lender may at any time, without the
consent of, or notice to, Borrower or Agent, sell participations to any Person
(other than a natural person or Borrower or any of Borrower’s Affiliates or
Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s
rights and/or obligations under this Agreement (including all or a portion of
its Commitment and/or the Loans (including such Lender’s participations in L/C
Obligations and/or Swing Line Loans) owing to it); provided that (i)
such Lender’s obligations under this Agreement shall remain unchanged, (ii)
such Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations and (iii) Borrower, Agent, the L/C Issuer and
the Lenders shall continue to deal solely and directly with such Lender in
connection with such Lender’s rights and obligations under this Agreement.  Any agreement or instrument pursuant to which
a Lender sells such a participation shall provide that such Lender shall retain
the sole right to enforce this Agreement and to approve any amendment,
modification or waiver of any  provision
of this Agreement; provided that such agreement or instrument may
provide that such Lender will not, without the consent of the Participant,
agree to any amendment, waiver or other modification described in the first
proviso to Section 10.01 that affects such Participant.  Subject to subsection (e) of this Section,
Borrower agrees that each Participant shall be entitled to the benefits of Sections
3.01, 3.04 and 3.05 to the same extent as if it were a Lender
and had acquired its interest by assignment pursuant to subsection (b) of this
Section.  To the extent permitted by law,
each Participant also shall be entitled to the benefits of Section 10.08
as though it were a Lender, provided such Participant agrees to be
subject to Section 2.13 as though it were a Lender.



 82
 









(e)           Limitations upon Participant
Rights.  A Participant shall not be
entitled to receive any greater payment under Section 3.01 or 3.04
than the applicable Lender would have been entitled to receive with respect to
the participation sold to such Participant, unless the sale of the
participation to such Participant is made with Borrower’s prior written
consent.


(f)            Certain Pledges.  Any Lender may at any time pledge or assign a
security interest in all or any portion of its rights under this Agreement
(including under its Note, if any) to secure obligations of such Lender,
including any pledge or assignment to secure obligations to a Federal Reserve
Bank; provided that no such pledge or assignment shall release such
Lender from any of its obligations hereunder or substitute any such pledgee or
assignee for such Lender as a party hereto.


(g)           Electronic Execution of
Assignments.  The words “execution,” “signed,”
“signature,” and words of like import in any Assignment and Assumption shall be
deemed to include electronic signatures or the keeping of records in electronic
form, each of which shall be of the same legal effect, validity or enforceability
as a manually executed signature or the use of a paper-based recordkeeping
system, as the case may be, to the extent and as provided for in any applicable
law, including the Federal Electronic Signatures in Global and National
Commerce Act, the New York State Electronic Signatures and Records Act, or any
other similar state laws based on the Uniform Electronic Transactions Act.


(h)           Deemed Consent of Borrower.  If the consent of Borrower to an assignment
to an Eligible Assignee is required hereunder (including a consent to an
assignment which does not meet the minimum assignment threshold specified in Section
10.06(b)(i)(B)), Borrower shall be deemed to have given its consent seven
(7) Business Days after the date written notice thereof has been delivered to
Borrower by the assigning Lender (through Agent) unless such consent is
expressly refused by Borrower prior to such seventh Business Day.


(i)            Resignation as L/C Issuer or
Swing Line Lender. Notwithstanding anything to the contrary contained herein,
if at any time Bank of America assigns all of its Commitment and Loans pursuant
to subsection (b) above, Bank of America may, (i) upon 30 days’ notice to
Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon 30 days’ notice
to Borrower, resign as Swing Line Lender. 
In the event of any such resignation as L/C Issuer or Swing Line Lender,
Borrower shall be entitled to appoint from among Lenders a successor L/C Issuer
or Swing Line Lender hereunder; provided, however, that no
failure by Borrower to appoint any such successor shall affect the resignation
of Bank of America as L/C Issuer or Swing Line Lender, as the case may be.  If Bank of America resigns as L/C Issuer, it
shall retain all the rights, powers, privileges and duties of the L/C Issuer
hereunder with respect to all Letters of Credit outstanding as of the effective
date of its resignation as L/C Issuer and all L/C Obligations with respect
thereto (including the right to require the Lenders to make Committed Loans or
fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)).  If Bank of America resigns as Swing Line
Lender, it shall retain all the rights of Swing Line Lender provided for
hereunder with respect to Swing Line Loans made by it and outstanding as of the
effective date 



 83
 









of such resignation, including the right to require
the Lenders to make Committed Loans or fund risk participations in outstanding
Swing Line Loans pursuant to Section 2.04(c).  Upon the appointment of a successor L/C
Issuer and/or Swing Line Lender, (a) such successor shall succeed to and become
vested with all of the rights, powers, privileges and duties of the retiring
L/C Issuer or Swing Line Lender, as the case may be, and (b) the successor L/C
Issuer shall issue letters of credit in substitution for the Letters of Credit,
if any, outstanding at the time of such succession or make other arrangements
satisfactory to Bank of America to effectively assume the obligations of Bank
of America with respect to such Letters of Credit.


10.07      Treatment of Certain Information;
Confidentiality.  Each
of Agent, Lenders and the L/C Issuer agrees to maintain the confidentiality of
the Information (as defined below), except that Information may be disclosed
(a) to its Affiliates and to its and its Affiliates’ respective partners,
directors, officers, employees, agents, advisors and representatives (it being
understood that the Persons to whom such disclosure is made will be informed of
the confidential nature of such Information and instructed to keep such
Information confidential), (b) to the extent requested by any regulatory
authority, purporting to have jurisdiction over it  (including any self-regulatory authority,
such as the National Association of Insurance Commissioners), (c) to the extent
required by applicable laws or regulations or by any subpoena or similar legal
process, (d) to any other party hereto, (e) in connection with the exercise of
any remedies hereunder or under any other Loan Document or any action or
proceeding relating to this Agreement or any other Loan Document or the
enforcement of rights hereunder or thereunder, (f) subject to an agreement
containing provisions substantially the same as those of this Section, to (i)
any assignee of or Participant in, or any prospective assignee of or
Participant in, any of its rights or obligations under this Agreement or (ii)
any actual or prospective counterparty (or its advisors) to any swap or
derivative transaction relating to Borrower and its obligations, (g) with the
consent of Borrower or (h) to the extent such Information (x) becomes publicly
available other than as a result of a breach of this Section or (y) becomes
available to Agent, any Lender, the L/C Issuer or any of their respective
Affiliates on a nonconfidential basis from a source other than Borrower.  For purposes of this Section, “Information”
means all information received from Borrower or any Subsidiary relating to
Borrower or any Subsidiary or any of their respective businesses, other than
any such information that is available to Agent, any Lender or the L/C Issuer
on a nonconfidential basis prior to disclosure by Borrower or any Subsidiary, provided
that, in the case of information received from Borrower or any Subsidiary after
the date hereof, such information is clearly identified at the time of delivery
as confidential.  Any Person required to
maintain the confidentiality of Information as provided in this Section shall
be considered to have complied with its obligation to do so if such Person has
exercised the same degree of care to maintain the confidentiality of such
Information as such Person would accord to its own confidential information.
Each of Agent, the Lenders and the L/C Issuer acknowledges that (a) the
Information may include material non-public information concerning Borrower or
a Subsidiary, as the case may be, (b) it has developed compliance procedures
regarding the use of material non-public information and (c) it will handle
such material non-public information in accordance with applicable Law,
including Federal and state securities Laws.



 84
 









10.08      Right of Setoff.  If an Event of Default shall have occurred
and be continuing, each Lender, the L/C Issuer and each of their respective
Affiliates is hereby authorized at any time and from time to time, to the fullest
extent permitted by applicable law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final, in whatever
currency) at any time held and other obligations (in whatever currency) at any
time owing by such Lender, the L/C Issuer or any such Affiliate to or for the
credit or the account of Borrower or any other Loan Party against any and all
of the obligations of Borrower or such Loan Party now or hereafter existing
under this Agreement or any other Loan Document to such Lender or the L/C
Issuer or any such Affiliate, irrespective of whether or not such Lender or the
L/C Issuer shall have made any demand under this Agreement or any other Loan
Document and although such obligations of Borrower or such Loan Party may be
contingent or unmatured or are owed to a branch or office of such Lender or the
L/C Issuer different from the branch or office holding such deposit or
obligated on such indebtedness.  The
rights of each Lender, the L/C Issuer and their respective Affiliates under
this Section are in addition to other rights and remedies (including other
rights of setoff) that such Lender, the L/C Issuer or their respective
Affiliates may have.  Each Lender and the
L/C Issuer agrees to notify Borrower and Agent promptly after any such setoff
and application, provided that the failure to give such notice shall not
affect the validity of such setoff and application.


10.09      Interest Rate Limitation.  Notwithstanding anything to the contrary
contained in any Loan Document, the interest paid or agreed to be paid under
the Loan Documents shall not exceed the maximum rate of non-usurious interest
permitted by applicable Law (the “Maximum Rate”).  If Agent or any Lender shall receive interest
in an amount that exceeds the Maximum Rate, the excess interest shall be
applied to the principal of the Loans or, if it exceeds such unpaid principal,
refunded to Borrower.  In determining
whether the interest contracted for, charged, or received by Agent or a Lender
exceeds the Maximum Rate, such Person may, to the extent permitted by
applicable Law, (a) characterize any payment that is not principal as an
expense, fee, or premium rather than interest, (b) exclude voluntary
prepayments and the effects thereof, and (c) amortize, prorate, allocate, and
spread in equal or unequal parts the total amount of interest throughout the
contemplated term of the Obligations hereunder.


10.10      Counterparts; Integration; Effectiveness.  This Agreement may be executed in
counterparts (and by different parties hereto in different counterparts), each
of which shall constitute an original, but all of which when taken together
shall constitute a single contract.  This
Agreement and the other Loan Documents constitute the entire contract among the
parties relating to the subject matter hereof and supersede any and all
previous agreements and understandings, oral or written, relating to the
subject matter hereof.  Except as
provided in Section 4.01, this Agreement shall become effective when it
shall have been executed by Agent and when Agent shall have received
counterparts hereof that, when taken together, bear the signatures of each of
the other parties hereto.  Delivery of an
executed counterpart of a signature page of this Agreement by telecopy shall be
effective as delivery of a manually executed counterpart of this Agreement.


10.11      Survival of Representations and Warranties.  All representations and warranties made
hereunder and in any other Loan Document or other document delivered pursuant
hereto or thereto or in connection herewith or therewith shall survive the
execution and delivery hereof and thereof. 
Such representations and warranties have been or will be relied upon by
Agent and each Lender, regardless of any investigation made by Agent or any
Lender or on their behalf and notwithstanding that Agent or any Lender may have
had notice or knowledge of any Default at the time of any Credit Extension, and
shall continue in full force and effect as long as any Loan or any other
Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit
shall remain outstanding.



 85
 









10.12      Severability.  If any provision of this Agreement or the
other Loan Documents is held to be illegal, invalid or unenforceable, (a) the
legality, validity and enforceability of the remaining provisions of this
Agreement and the other Loan Documents shall not be affected or impaired
thereby and (b) the parties shall endeavor in good faith negotiations to
replace the illegal, invalid or unenforceable provisions with valid provisions
the economic effect of which comes as close as possible to that of the illegal,
invalid or unenforceable provisions.  The
invalidity of a provision in a particular jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.


10.13      Governing
Law; Jurisdiction; Etc.


(a)           GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE COMMONWEALTH OF VIRGINIA.


(b)           SUBMISSION TO JURISDICTION.  BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY
AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE
JURISDICTION OF THE COURTS OF THE COMMONWEALTH OF VIRGINIA SITTING IN FAIRFAX
COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE FAIRFAX, AND ANY
APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR
ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND
UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR
PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH COMMONWEALTH OF VIRGINIA COURT
OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL
COURT.  EACH OF THE PARTIES HERETO AGREES
THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND
MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER
MANNER PROVIDED BY LAW.  NOTHING IN THIS
AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT AGENT, ANY
LENDER OR THE L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING
RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST BORROWER OR ANY
OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.


(c)           WAIVER OF VENUE.  BORROWER AND EACH OTHER LOAN PARTY
IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING
OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B)
OF THIS SECTION.  EACH OF THE PARTIES
HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR
PROCEEDING IN ANY SUCH COURT.



 86
 









(d)           SERVICE OF PROCESS.  EACH PARTY HERETO IRREVOCABLY CONSENTS TO
SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02.  NOTHING IN THIS AGREEMENT WILL AFFECT THE
RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY
APPLICABLE LAW.


10.14      Waiver of Jury Trial.  EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY).  EACH PARTY HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT
AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND
THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION.


10.15      No Advisory or Fiduciary Responsibility.  In connection with all aspects of each
transaction contemplated hereby, Borrower and each other Loan Party
acknowledges and agrees, and acknowledges its Affiliates’ understanding,
that:  (i) the credit facilities provided
for hereunder and any related arranging or other services in connection
therewith (including in connection with any amendment, waiver or other
modification hereof or of any other Loan Document) are an arm’s-length
commercial transaction between Borrower, each other Loan Party and their
respective Affiliates, on the one hand, and Agent, on the other hand, and
Borrower and each other Loan Party is capable of evaluating and understanding
and understands and accepts the terms, risks and conditions of the transactions
contemplated hereby and by the other Loan Documents (including any amendment,
waiver or other modification hereof or thereof); (ii) in connection with the
process leading to such transaction, Agent is and has been acting solely as a
principal and is not the financial advisor, agent or fiduciary, for Borrower,
any other Loan Party or any of their respective Affiliates, stockholders,
creditors or employees or any other Person; (iii) Agent has not assumed and
will not assume an advisory, agency or fiduciary responsibility in favor of
Borrower or any other Loan Party with respect to any of the transactions
contemplated hereby or the process leading thereto, including with respect to
any amendment, waiver or other modification hereof or of any other Loan
Document (irrespective of whether Agent has advised or is currently advising
Borrower, any other Loan Party or any of their respective Affiliates on other
matters) and Agent has no obligation to Borrower, any other Loan Party or any
of their respective Affiliates with respect to the transactions contemplated
hereby except those obligations expressly set forth herein and in the other
Loan Documents; (iv) Agent and its Affiliate may be engaged in a broad range of
transactions that involve interests that 



 87
 









differ from those of Borrower, the other Loan Parties
and their respective Affiliates, and Agent has no obligation to disclose any of
such interests by virtue of any advisory, agency or fiduciary relationship; and
(v) Agent has not provided and will not provide any legal, accounting,
regulatory or tax advice with respect to any of the transactions contemplated
hereby (including any amendment, waiver or other modification hereof or of any
other Loan Document) and each of Borrower and the other Loan Parties has
consulted its own legal, accounting, regulatory an tax advisors to the extent
it has deemed appropriate.  Each of
Borrower and the other Loan Parties hereby waives and releases, to the fullest
extent permitted by law, any claims that it may have against Agent with respect
to any breach or alleged breach of agency or fiduciary duty.


10.16      USA PATRIOT Act Notice.  Each Lender that is subject to the Act (as
hereinafter defined) and Agent (for itself and not on behalf of any Lender)
hereby notifies Borrower that pursuant to the requirements of the USA PATRIOT
Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”),
it is required to obtain, verify and record information that identifies
Borrower, which information includes the name and address of Borrower and other
information that will allow such Lender or Agent, as applicable, to identify
Borrower in accordance with the Act.


10.17      Time of the Essence.  Time is of the essence of the Loan Documents.


[Signature
pages follow.]



 88














IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be duly executed as of the date first above written.


	
  

  	
   

  	
   

  	
   

  	
  ATS CORPORATION

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Edward H. Bersoff

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
  Edward H. Bersoff

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
  President and Chief Executive Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  BANK OF AMERICA, N.A.,

  
	
   

  	
   

  	
   

  	
   

  	
  as Administrative Agent

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Michael D. Brannan

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
  Michael D. Brannan

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  BANK OF AMERICA, N.A.,

  
	
   

  	
   

  	
   

  	
   

  	
  as a Lender, L/C Issuer and Swing Line Lender

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Michael D. Brannan

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
  Michael D. Brannan

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  CITIZENS BANK OF PENNSYLVANIA

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Leslie Grizzard

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
  Leslie Grizzard

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
  Senior Vice President

  



 
















SCHEDULE 2.01


COMMITMENTS 

AND APPLICABLE PERCENTAGES


 


	
  Lender

  	
   

  	
  Commitment

  	
   

  	
  Applicable

  Percentage

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bank of America, N.A.

  	
   

  	
  $

  	
  12,500,000

  	
   

  	
  50.000%

  	
   

  
	
  Citizens Bank of
  Pennsylvania

  	
   

  	
  $

  	
  12,500,000

  	
   

  	
  50.000%

  	
   

  
	
  Total

  	
   

  	
  $

  	
  25,000,000

  	
   

  	
  100.000000000%

  	
   

  



 



 S-1















SCHEDULE
5.03


GOVERNMENTAL AUTHORIZATION; CONSENTS


None.


 



 S-2















SCHEDULE 5.06


LITIGATION


None.


 



 S-3















SCHEDULE 5.09


ENVIRONMENTAL MATTERS


None.


 



 S-4















SCHEDULE 5.13


SUBSIDIARIES, 

OTHER EQUITY INVESTMENTS 

AND EQUITY INTERESTS IN BORROWER


Part (a).  Subsidiaries.


Advanced Technology Systems, Inc., a Virginia
corporation


Appix, Inc., a Delaware corporation


Reliable Integration Services, Inc., a Virginia corporation


Part (b).  Other
Equity Investments.


None.


Part (c).  Owners
of Equity Interests in Borrower.


Not applicable.


 



 S-5















SCHEDULE 7.01


EXISTING LIENS


None.


 



 S-6















SCHEDULE 7.03


EXISTING INDEBTEDNESS


ATS Corporation
Promissory Note dated April 1, 2007, in the original principal amount of
$86,857.17, payable to the order of Valerie W. Perlowitz, and her successors
and assigns


 



 S-7















SCHEDULE 10.02


ADMINISTRATIVE AGENT’S OFFICE, 

CERTAIN ADDRESSES FOR NOTICES


BORROWER:


ATS Corporation


7915 Jones Branch Drive


McLean, Virginia  22102


Attention:  Dr. Edward H.
Bersoff, Chief Executive Officer


and


Eric Moe, Esq., General
Counsel & Vice President of Contracts


Telephone:  (703) 748-8639


Telecopier:  (703) 903-0415


Electronic Mail: ekmoe@atsva.com


Website Address:  www.atsva.com


U.S. Taxpayer
Identification Number:  11-3747850


ADMINISTRATIVE
AGENT:


Administrative Agent’s
Office 


(for payments and Requests for
Credit Extensions):


Bank of America, N.A.


Street Address: 70 Batterson Park Road


Mail Code:   CT2-515-BB-14


City, State ZIP Code: 
Farmington, CT 06032


Attention:  Charlene Kiernan


Telephone:  (860) 409-5560


Telecopier:  (860) 409-5619


Electronic Mail: 
charlene.a.kiernan@bankofamerica.com


Account No.:  Co 493 G/L
1093600000630 Commercial Credit Services


Ref:  ATS Corporation Loan
Number:            Note Number:


ABA#026009593


Other Notices as
Administrative Agent:


Bank of America, N.A.


Agency Management


Street Address  70 Batterson Park
Road


Mail Code:   CT2-515-BB-14


City, State ZIP Code  Farmington,
CT 06032


Attention:  Charlene Kiernan


Telephone:  (860) 409-5560


Telecopier:  (860) 409-5619


Electronic Mail:
charlene.a.kiernan @bankofamerica.com


 



 S-8















 


L/C ISSUER:


Standby
Letters of Credit:


	
  Bank of America, N.A.

  Trade Operations-Los Angeles #22621

  1000 W. Temple Street, 7th Floor

  CA9-705-07-05

  Los Angeles, CA 90012-1514

  
	
  Attention:

  	
   

  	
  Tai Anh Lu

  Officer

  Telephone: 213.481.7840

  Telecopier: 213.580.8442

  Electronic Mail:

  tai_anh.lu@bankofamerica.com

  
	
   

  	
   

  	
   

  
	
  Bank of America, N.A.

  Trade Operations

  One Fleet Way

  Mail Code: PA6-580-02-30

  Scranton, PA 18507

  
	
  Attention:

  	
   

  	
  Alfonso (Al) Malave

  Telephone: 570.330.4212

  Telecopier: 570.330.4186

  Electronic Mail:

  alfonso.malave@bankofamerica.com

  



 



 S-9
 









 


Commercial
Letters of Credit


 


	
  Bank of America, N.A.

  Trade Operations-Charlotte 

  Interstate Tower Ste 

  121 W Trade Street 

  Mail Code: NC1-005-21-01

  	
   

  	
  Bank of America, N.A.

  Trade Operations-Scranton 

  1 Fleet Way 

  Mail Code: PA6-580-02-30 

  Scranton, PA 18507

  
	
  Charlotte, NC 28255-0001

  	
   

  	
  Attention:

  	
   

  	
  Robert D. Morgan Telephone:

  
	
  Attention:

  	
   

  	
  Bette F. Stover 

  Assistant Vice President 

  Telephone: 704.386.8617 

  Telecopier: 704.386.0706 

  Electronic Mail:

  bette.stover@bankofamerica.com

  	
   

  	
   

  	
   

  	
   570.330.4570 

  Telecopier: 800.755.8740 

  Electronic Mail: 

  robert.d.morgan@bankofamerica.com

  
							



 



 S-10
 









 


 


Bankers Acceptance


	
  Bank of America, N.A.

  
	
  Trade Operations-Los Angeles

  
	
  1000 W. Temple Street, 7th Floor

  
	
  CA9-705-07-05

  
	
  Los Angeles, CA 90012-1514

  
	
  Attention:

  	
   

  	
  Frantz Bellevue

  
	
   

  	
   

  	
  Vice President

  
	
   

  	
   

  	
  Telephone: 213.580.8476

  
	
   

  	
   

  	
  Telecopier: 213.580.8444

  
	
   

  	
   

  	
  Electronic Mail: frantz.bellevue@bankofamerica.com

  



 


 


SWING
LINE LENDER:


Bank of America, N.A.


Street Address


Mail Code:


City, State ZIP Code


Attention:


Telephone:


Telecopier:


Electronic Mail: 
_____________@bankofamerica.com


Account No.:


Ref: 
________________


ABA# 026009593


 



 S-11














EXHIBIT
A


FORM OF COMMITTED LOAN NOTICE


Date: 
___________, _____


To:          Bank of America, N.A., as Agent


Ladies and Gentlemen:


Reference is made to that certain Credit Agreement,
dated as of June ___, 2007 (as amended, restated, extended, supplemented or
otherwise modified in writing from time to time, the “Agreement;” the
terms defined therein being used herein as therein defined), among ATS
Corporation, a Delaware corporation (the “Borrower”), the Lenders from
time to time party thereto, and Bank of America, N.A., as Administrative Agent,
L/C Issuer and Swing Line Lender.


The undersigned hereby requests (select one):


o   A
Borrowing of Committed Loans         o   A
conversion or continuation of Committed Loans


1.             On
______________________________ (a Business Day).


2.             In
the amount of $_______________.


3.             Comprised of
________________________________________.


[Type of Committed Loan
requested]


4.             For
Eurodollar Rate Loans:  with an Interest
Period of _______________ months.


The Committed Borrowing, if any, requested herein
complies with the provisos to the first sentence of Section 2.01 of the
Agreement.


	
  

  	
   

  	
   

  	
   

  	
  ATS CORPORATION

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  



 


 


 


 


A-1


Form of Committed
Loan Notice















EXHIBIT
B


FORM OF SWING LINE LOAN NOTICE


Date:  ___________, _____


To:                              Bank
of America, N.A., as Swing Line Lender


Bank of America,
N.A., as Administrative Agent


Ladies and Gentlemen:


Reference is made to that certain Credit Agreement,
dated as of June ___, 2007 (as amended, restated, extended, supplemented or
otherwise modified in writing from time to time, the “Agreement;” the
terms defined therein being used herein as therein defined), among ATS
Corporation, a Delaware corporation (the “Borrower”), the Lenders from
time to time party thereto, and Bank of America, N.A., as Administrative Agent,
L/C Issuer and Swing Line Lender.


The undersigned hereby requests a Swing Line Loan:


1.             On
______________________________ (a Business Day).


2.             In
the amount of $_______________.


The Swing Line Borrowing
requested herein complies with the requirements of the provisos to the first
sentence of Section 2.04(a) of the Agreement.


 


	
  

  	
   

  	
   

  	
   

  	
  ATS CORPORATION

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  



 


 


 


 


B-1


Form of Swingline
Loan Notice















EXHIBIT
C


FORM OF NOTE


	
  $

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


FOR VALUE RECEIVED, the undersigned (“Borrower”),
hereby promises to pay to _____________________ or registered assigns (“Lender”),
in accordance with the provisions of the Agreement (as hereinafter defined),
the principal amount of each Loan from time to time made by the Lender to
Borrower under that certain Credit Agreement, dated as of June ___, 2007 (as
amended, restated, extended, supplemented or otherwise modified in writing from
time to time, the “Agreement;” the terms defined therein being used
herein as therein defined), among Borrower, the Lenders from time to time party
thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and
Swing Line Lender.


Borrower promises to pay interest on the unpaid
principal amount of each Loan from the date of such Loan until such principal
amount is paid in full, at such interest rates and at such times as provided in
the Agreement.  Except as otherwise provided
in Section 2.04(f) of the Agreement with respect to Swing Line Loans,
all payments of principal and interest shall be made to Agent for the account
of the Lender in Dollars in immediately available funds at the Administrative
Agent’s Office.  If any amount is not
paid in full when due hereunder, such unpaid amount shall bear interest, to be
paid upon demand, from the due date thereof until the date of actual payment
(and before as well as after judgment) computed at the per annum rate set forth
in the Agreement.


This Note is one of the Notes referred to in the
Agreement, is entitled to the benefits thereof and may be prepaid in whole or
in part subject to the terms and conditions provided therein.  This Note is also entitled to the benefits of
the Guaranty and is secured by the Collateral.  Upon the occurrence and continuation of one or
more of the Events of Default specified in the Agreement, all amounts then
remaining unpaid on this Note shall become, or may be declared to be,
immediately due and payable all as provided in the Agreement.  Loans made by the Lender shall be evidenced
by one or more loan accounts or records maintained by the Lender in the
ordinary course of business. The Lender may also attach schedules to this Note
and endorse thereon the date, amount and maturity of its Loans and payments
with respect thereto.


Borrower, for itself, its successors and assigns,
hereby waives diligence, presentment, protest and demand and notice of protest,
demand, dishonor and non-payment of this Note.


THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF VIRGINIA.


[Signature page
follows.]


 


 


C-1


Form of Note











 


	
  

  	
   

  	
   

  	
   

  	
  ATS CORPORATION

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  



 


 


 


C-2


Form of Note


 











 


LOANS AND PAYMENTS WITH RESPECT THERETO


	
  Date

  	
   

  	
  Type of

  Loan

  Made

  	
   

  	
  Amount of

  Loan

  Made

  	
   

  	
  End of

  Interest

  Period

  	
   

  	
  Amount of

  Principal

  or Interest

  Paid This

  Date

  	
   

  	
  Outstanding

  Principal

  Balance

  This Date

  	
   

  	
  Notation

  Made By

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 


 


C-3


Form of Note


 















EXHIBIT D


FORM OF COMPLIANCE CERTIFICATE


Financial
Statement Date:  __________ _____,
_______


To:          Bank of America, N.A., as
Administrative Agent


Ladies and Gentlemen:


Reference is made to that certain Credit Agreement,
dated as of June ___, 2007 (as amended, restated, extended, supplemented or
otherwise modified in writing from time to time, the “Agreement;” the
terms defined therein being used herein as therein defined), among ATS
Corporation, a Delaware corporation (“Borrower”), the Lenders from time
to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C
Issuer and Swing Line Lender.


The undersigned Responsible Officer hereby certifies
as of the date hereof that he/she is the ____________________________ of
Borrower, and that, as such, he/she is authorized to execute and deliver this
Certificate to Agent on the behalf of Borrower, and that:


[Use following paragraph 1 for fiscal year-end financial
statements]


1.             Attached
hereto as Schedule 1 are the year-end audited financial statements
required by Section 6.01(a) of the Agreement for the fiscal year of
Borrower ended as of the above date, together with the report and opinion of an
independent certified public accountant required by such section.


[Use following paragraph 1 for fiscal quarter-end financial
statements]


1.             Attached
hereto as Schedule 1 are the unaudited financial statements required by Section
6.01(b) of the Agreement for the fiscal quarter of Borrower ended as of the
above date.  Such financial statements
fairly present the financial condition, results of operations and cash flows of
Borrower and its Subsidiaries in accordance with GAAP as at such date and for
such period, subject only to normal year-end audit adjustments and the absence
of footnotes.


2.             The
undersigned has reviewed and is familiar with the terms of the Agreement and
has made, or has caused to be made under his/her supervision, a detailed review
of the transactions and condition (financial or otherwise) of Borrower during
the accounting period covered by the attached financial statements.


 


3.             A
review of the activities of Borrower during such fiscal period has been made
under the supervision of the undersigned with a view to determining whether
during such fiscal period Borrower performed and observed all its Obligations
under the Loan Documents, and


 


 


 


D-1


Form of Compliance
Certificate











 


[select one:]


[to the best knowledge of the
undersigned during such fiscal period, Borrower performed and observed each
covenant and condition of the Loan Documents applicable to it, and no Default
has occurred and is continuing.]


—or—


[the following covenants or
conditions have not been performed or observed and the following is a list of
each such Default and its nature and status:]


4.             The
representations and warranties of Borrower contained in Article V of the
Agreement, and/or any representations and warranties of Borrower or any other
Loan Party that are contained in any document furnished at any time under or in
connection with the Loan Documents, are true and correct on and as of the date
hereof, except to the extent that such representations and warranties
specifically refer to an earlier date, in which case they are true and correct
as of such earlier date, and except that for purposes of this Compliance
Certificate, the representations and warranties contained in subsections (a)
and (b) of Section 5.05 of the Agreement shall be deemed to refer to the
most recent statements furnished pursuant to clauses (a) and (b), respectively,
of Section 6.01 of the Agreement, including the statements in connection
with which this Compliance Certificate is delivered.


5.             The
financial covenant analyses and information set forth on Schedules 2 and
3 attached hereto are true and accurate on and as of the date of this
Certificate.


IN WITNESS WHEREOF, the
undersigned has executed this Certificate as of _______________, _______.


	
  

  	
   

  	
   

  	
   

  	
  ATS CORPORATION

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  



 


 


 


D-2


Form of Compliance
Certificate


 











 


For the Quarter/Year
ended ___________________(“Statement Date”)


SCHEDULE 2 
 to the Compliance Certificate 

($ in 000’s)


	
  I.

  	
   

  	
  Section 6.12(a) —Consolidated Asset Coverage
  Ratio.

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  A.

  	
  Accounts of the Borrower and its Subsidiaries on a consolidated
  basis:

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  B.

  	
  Total Outstandings:

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  C.

  	
  Consolidated Asset Coverage Ratio (Line I.A.  ̧Line
  I.B.):

  	
   

  	
   

  	
   

  	
   to 1.0

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Minimum Required Consolidated Asset Coverage
  Ratio:

  	
   

  	
  1.2 to 1.0

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  II.

  	
   

  	
  Section 6.12(b) — Consolidated Leverage Ratio.

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  .

  	
   

  	
  A.

  	
  Consolidated Total Funded Debt

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  1.

  	
  all outstanding liabilities for borrowed money plus
  other interest-bearing liabilities, including current and long-term
  liabilities:

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  2.

  	
  = Consolidated Total Funded Debt:

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  B.

  	
  Consolidated EBITDA

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  1.

  	
  net income:

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  2.

  	
  minus income or plus loss
  from discontinued operations and extraordinary items:

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  3.

  	
  plus income taxes:

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  4.

  	
  plus interest expense:

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  5.

  	
  plus depreciation, depletion,
  amortization and other non-cash charges:

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  6.

  	
  = Consolidated EBITDA:

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  C.

  	
  Consolidated Leverage Ratio (Line II.A.2  ̧
  Line II.B.6):

  	
   

  	
   

  	
   

  	
   to 1.0

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Maximum Allowed Consolidated Leverage Ratio:

  	
   

  	
  3.5 to 1.0

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  III.

  	
   

  	
  Section 6.12(c) — Consolidated Fixed Charge
  Coverage Ratio.

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  A.

  	
  Consolidated Cash Flow

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  1.

  	
  net income, after income tax:

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  2.

  	
  minus income or plus loss
  from discontinued operations and extraordinary items:

  	
   

  	
  $

  	
   

  
													



 


 


 


D-3


Form of Compliance
Certificate


 


 











 


	
  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  3.

  	
  plus depreciation, depletion,
  amortization and other non-cash charges:

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  4.

  	
  plus interest expense:

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  5.

  	
  plus rental expense:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  6.

  	
  minus dividends, withdrawals and
  other distributions:

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  7.

  	
  minus any unfinanced capital
  expenditures:

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  8.

  	
  minus earn-out payments:

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  9.

  	
  = Consolidated Cash Flow:

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  B.

  	
  Consolidated Fixed Charges

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  1.

  	
  interest expense:

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  2.

  	
  plus the current portion of long
  term liabilities:

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  4.

  	
  plus the current portion of
  capitalized lease obligations:

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  6.

  	
  plus rental expense:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  5.

  	
  = Consolidated Fixed Charges:

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  C.

  	
  Consolidated Fixed Charge Coverage Ratio (Line
  III.A.8  ̧ Line III.B.5):

  	
   

  	
   

  	
   

  	
   to 1.0

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Minimum Required Consolidated Fixed Charge
  Coverage Ratio:

  	
   

  	
  1.2 to 1.0

  
											



 


 


 


 


D-4


Form of Compliance
Certificate


 















EXHIBIT E


FORM 

OF 

ASSIGNMENT AND ASSUMPTION


This Assignment and Assumption (this “Assignment
and Assumption”) is dated as of the Effective Date set forth below and is
entered into by and between [the][each] Assignor
identified in item 1 below ([the][each, an] “Assignor”)
and [the][each] Assignee identified in item
2 below ([the]each, an] “Assignee”).  [It is understood and
agreed that the rights and obligations of [the Assignors][the Assignees]
hereunder are several and not joint.]  Capitalized
terms used but not defined herein shall have the meanings given to them in the
Credit Agreement identified below (the “Credit Agreement”), receipt of a
copy of which is hereby acknowledged by the Assignee.  The Standard Terms and Conditions set forth
in Annex 1 attached hereto are hereby agreed to and incorporated herein by
reference and made a part of this Assignment and Assumption as if set forth
herein in full.


For an agreed consideration, [the][each]
Assignor hereby irrevocably sells and assigns to [the
Assignee][the respective Assignees], and [the][each]
Assignee hereby irrevocably purchases and assumes from [the
Assignor][the respective assignors], subject to and in accordance
with the Standard Terms and Conditions and the Credit Agreement, as of the
Effective Date inserted by Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and
obligations in [its capacity as a Lender][their respective
capacities as Lenders] under the Credit Agreement and any other
documents or instruments delivered pursuant thereto to the extent related to
the amount and percentage interest identified below of all of such outstanding
rights and obligations of the Assignor][the
respective Assignors] under the respective facilities identified
below (including, without limitation, the Letters of Credit and Swing Line
Loans included in such facilities) and (ii) to the extent permitted to be
assigned under applicable law, all claims, suits, causes of action and any
other right of [the Assignor (in its capacity as a
Lender)][the respective Assignors (in their respective capacities as Lenders)]
against any Person, whether known or unknown, arising under or in connection
with the Credit Agreement, any other documents or instruments delivered
pursuant thereto or the loan transactions governed thereby or in any way based
on or related to any of the foregoing, including, but not limited to, contract
claims, tort claims, malpractice claims, statutory claims and all other claims
at law or in equity related to the rights and obligations sold and assigned by [the][any] Assignor to [the][any]
Assignee pursuant to clause (i) above (the rights and obligations sold and
assigned pursuant to clauses (i) and (ii) above being referred to herein
collectively as, [the][an] “Assigned Interest”).  Each such sale and assignment is without
recourse to the Assignor and, except as expressly provided in this Assignment
and Assumption, without representation or warranty by [the][an]
Assignor.


1.                                       Assignor[s]:          ______________________________


2.                                       Assignee[s]:         ______________________________ [for each Assignee, indicate Affiliate of [identify Lender]]


3.                                       Borrower(s):          ATS Corporation, a Delaware
corporation


 


 


E-1


Form of Assignment and
Assumption











4.                                       Administrative
Agent: Bank of America, N. A., as the administrative agent under the Credit
Agreement


5.                                       Credit
Agreement:                Credit
Agreement, dated as of June ___, 2007, among 
ATS Corporation, the Lenders from time to time party thereto, Bank of
America, N.A., as Administrative Agent[, L/C Issuer and Swing Line Lender


6.                                       Assigned
Interest:


	
  Facility
  Assigned

  	
   

  	
  Aggregate Amount of

  Commitment/

  Loans for all Lenders*

  	
   

  	
  Amount of

  Commitment/ 

  Loans Assigned*

  	
   

  	
  Percentage 

  Assigned of 

  Commitment/Loans

  	
   

  	
  CUSIP No.

  
	
  _____________

  	
   

  	
  $_______________

  	
   

  	
  $_______________

  	
   

  	
  ______________%

  	
   

  	
  _____________

  
	
  _____________

  	
   

  	
  $_______________

  	
   

  	
  $_______________

  	
   

  	
  ______________%

  	
   

  	
  _____________

  
	
  _____________

  	
   

  	
  $_______________

  	
   

  	
  $_______________

  	
   

  	
  ______________%

  	
   

  	
  _____________

  



 


[7.                                  Trade
Date:           __________________]


Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE
THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]


 


 


 


 


E-2


Form of Assignment and
Assumption











The terms set forth in this Assignment and Assumption
are hereby agreed to:


	
  

  	
   

  	
   

  	
   

  	
  ASSIGNOR

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  [NAME OF ASSIGNOR]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  ASSIGNEE

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  [NAME OF ASSIGNEE]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [Consented to and]  Accepted:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bank of America, N. A., as

  	
   

  	
   

  	
   

  	
   

  
	
    Administrative Agent

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [Consented to:]

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  	
   

  	
   

  



 


 


 


 


 


E-3


Form of Assignment and
Assumption


 















ANNEX 1 TO ASSIGNMENT AND ASSUMPTION


STANDARD TERMS AND CONDITIONS FOR 

ASSIGNMENT AND ASSUMPTION


1.             Representations
and Warranties.


1.1.          Assignor.  [The][Each]
Assignor (a) represents and warrants that (i) it is the legal and beneficial
owner of [the][such] Assigned Interest, (ii) the
Assigned Interest is free and clear of any lien, encumbrance or other adverse
claim and (iii) it has full power and authority, and has taken all action
necessary, to execute and deliver this Assignment and Assumption and to consummate
the transactions contemplated hereby; and (b) assumes no responsibility with
respect to (i) any statements, warranties or representations made in or in
connection with the Credit Agreement or any other Loan Document, (ii) the
execution, legality, validity, enforceability, genuineness, sufficiency or
value of the Loan Documents or any collateral thereunder, (iii) the financial
condition of Borrower, any of its Subsidiaries or Affiliates or any other
Person obligated in respect of any Loan Document or (iv) the performance or
observance by Borrower, any of its Subsidiaries or Affiliates or any other
Person of any of their respective obligations under any Loan Document.


1.2.          Assignee.  [The][Each]
Assignee (a) represents and warrants that (i) it has full power and authority,
and has taken all action necessary, to execute and deliver this Assignment and
Assumption and to consummate the transactions contemplated hereby and to become
a Lender under the Credit Agreement, (ii) it meets all the requirements to be
an assignee under Section 10.06(b)(iii), (v) and (vi) of the Credit Agreement
(subject to such consents, if any, as may be required under Section
10.06(b)(iii) the Credit Agreement), (iii) from and after the Effective Date,
it shall be bound by the provisions of the Credit Agreement as a Lender
thereunder and, to the extent of [the][the relevant] Assigned
Interest, shall have the obligations of a Lender thereunder, and (iv) it is
sophisticated with respect to decisions to acquire assets of the type represented
by [the][such] Assigned Interest and
either it, or the Person exercising discretion in making its decision to
acquire [the][such] Assigned Interest, is
experienced in acquiring assets of such type, (v) it has received a copy of the
Credit Agreement and has received or has been accorded the opportunity to
receive copies of the most recent financial statements delivered pursuant to
Section [__] thereof, as applicable, and such
other documents and information as it has deemed appropriate to make its own
credit analysis and decision to enter into this Assignment and Assumption and
to purchase [the][such] Assigned Interest, and
(vi) it has independently and without reliance upon Agent or any other Lender
and based on such documents and information as it has deemed appropriate, made
its own credit analysis and decision to enter into this Assignment and
Assumption and to purchase [the][such]
Assigned Interest; and (b) agrees that (i) it will, independently and without
reliance on Agent, the Assignor or any other Lender, and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under the Loan
Documents, and (ii) it will perform in accordance with their terms all of the
obligations which by the terms of the Loan Documents are required to be
performed by it as a Lender.


 


E-4


Form of Assignment and
Assumption


 











 


2.             Payments.  From and after the Effective Date, Agent
shall make all payments in respect of [the][each]
Assigned Interest (including payments of principal, interest, fees and other
amounts) to [the][the relevant] Assignor for
amounts which have accrued to but excluding the Effective Date and to [the][the relevant] Assignee for amounts which have accrued
from and after the Effective Date.


3.             General
Provisions.  This Assignment and
Assumption shall be binding upon, and inure to the benefit of, the parties
hereto and their respective successors and assigns.  This Assignment and Assumption may be
executed in any number of counterparts, which together shall constitute one
instrument.  Delivery of an executed
counterpart of a signature page of this Assignment and Assumption by telecopy
shall be effective as delivery of a manually executed counterpart of this Assignment
and Assumption.  This Assignment and
Assumption shall be governed by, and construed in accordance with, the law of
the Commonwealth of Virginia.


 


 


 


E-5


Form of Assignment and
Assumption