Base
for Borrowers as of the above date;
(b) Based on such schedule, the Borrowing Base as of the above date is:
$
IN WITNESS WHEREOF, Borrower Representative has caused this Certificate to
be executed by its
this
day of
,
.
BROOKSIDE TECHNOLOGY HOLDINGS CORP.
By:
Its.
Exhibit 4.5(d)-1
SCHEDULE 1
to Exhibit 4.5(d)
BORROWING BASE CALCULATION
BORROWING BASE CALCULATION
[TO BE INSERTED]
Exhibit 4.5(d)-2
EXHIBIT 3.1
to
CREDIT AGREEMENT
FORM OF SUBORDINATED INTERCOMPANY NOTE
[To be inserted.]
Exhibit 3.1-1
EXHIBIT 8.1(a)
to
CREDIT AGREEMENT
ASSIGNMENT AGREEMENT
This Assignment Agreement (this "Agreement") is made as of
___, ___ by and between
("Assignor Lender")
and
("Assignee
Lender") and acknowledged and consented to by CHATHAM CREDIT MANAGEMENT III,
LLC, as agent ("Agent") All capitalized terms used in this Agreement and not
otherwise defined herein will have the respective meanings set forth in the
Credit Agreement as hereinafter defined.
RECITALS:
WHEREAS, Brookside Technology Partners, Inc., among other of its affiliates
("Borrowers" and individually as a "Borrower"), the other persons designated as
"Credit Parties" on the signature pages thereto (the Borrowers and such Credit
Parties are referred to herein as, the "Credit Parties"), Agent, Assignor Lender
and other Persons signatory thereto as Lenders have entered into that certain
Credit Agreement dated as of September ___, 2008 (as amended, restated,
supplemented or otherwise modified from time to time, the "Credit Agreement")
pursuant to which Assignor Lender has agreed to make certain Loans to Borrowers;
WHEREAS, Assignor Lender desires to assign to Assignee Lender [all/a
portion] of its interest in the Loans (as described below) and the Collateral
and to delegate to Assignee Lender [all/a portion] of its Commitments and other
duties with respect to such Loans and Collateral;
WHEREAS, Assignee Lender desires to become a Lender under the Credit
Agreement and to accept such assignment and delegation from Assignor Lender; and
WHEREAS, Assignee Lender desires to appoint Agent to serve as agent for
Assignee Lender under the Credit Agreement.
NOW, THEREFORE, in consideration of the premises and the agreements,
provisions, and covenants herein contained, Assignor Lender and Assignee Lender
agree as follows:
1. ASSIGNMENT, DELEGATION, AND ACCEPTANCE
1.1 Assignment. Assignor Lender hereby transfers and assigns to Assignee
Lender, without recourse and without representations or warranties of any kind
(except as set forth in Section 3.2), [all/such percentage] of Assignor Lender's
right, title, and interest in [the Revolving Loan ], [the Term Loan], [the
Loans], Loan Documents and the Collateral as will result in Assignee Lender
having as of the Effective Date (as hereinafter defined) a Pro Rata Share
thereof, as follows:
Exhibit 8.1(a)-1
Assignee Lender's Loans
Principal Amount
Pro Rata Share
Revolving Loan
$
%
Term Loan
$
%
1.2 Delegation. Assignor Lender hereby irrevocably assigns and delegates to
Assignee Lender [all/a portion] of its Commitments and its other duties and
obligations as a Lender under the Loan Documents equivalent to the Pro Rata
Shares set forth above.
1.3 Acceptance by Assignee Lender. By its execution of this Agreement,
Assignee