{"id":40973,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/credit-agreement-integrated-defense-technologies-inc-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"credit-agreement-integrated-defense-technologies-inc-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/credit-agreement-integrated-defense-technologies-inc-and.html","title":{"rendered":"Credit Agreement &#8211; Integrated Defense Technologies Inc. and Canadian Imperial Bank of Commerce"},"content":{"rendered":"<pre>              INTEGRATED DEFENSE TECHNOLOGIES, INC.\n                                \n              AMENDED AND RESTATED CREDIT AGREEMENT\n                                \n          This CREDIT AGREEMENT is dated as of October 31, 2002\nand entered into by and among INTEGRATED DEFENSE TECHNOLOGIES,\nINC., a Delaware corporation (\"Borrower\"), THE FINANCIAL\nINSTITUTIONS LISTED ON THE SIGNATURE PAGES HEREOF OR PARTY FROM\nTIME TO TIME HERETO (each individually referred to herein as a\n\"Lender\" and collectively as \"Lenders\"), CANADIAN IMPERIAL BANK\nOF COMMERCE, acting through one or more of its agencies, branches\nor affiliates (\"CIBC\"), as administrative agent for Lenders (in\nsuch capacity, \"Administrative Agent\").\n\n                         R E C I T A L S\n                                \n          WHEREAS, Borrower is the borrower under that certain\nCredit Agreement (the \"Existing Credit Agreement\") dated as of\nFebruary 27, 2002 among Borrower, CIBC, as administrative agent,\nGeneral Electric Capital Corporation, as co-syndication agent,\nCredit Lyonnais New York Branch, as co-syndication agent and co-\nlead arranger, CIBC World Markets Corp., as lead arranger, and\ncertain other lenders named therein (the \"Existing Lenders\");\n\n          WHEREAS, Borrower desires to continue the Loans\noutstanding under the Existing Credit Agreement, increase the\namount of the Loans and acquire through its wholly-owned\nsubsidiary Signia-IDT, Inc. (\"Newco\") substantially all of the\nassets of the Gaithersburg, Maryland division of BAE Systems\nAerospace Electronics Inc. (the \"Target\") for approximately\n$146,000,000 (the \"Acquisition\") through the credit facility\ncontemplated hereby;\n\n          WHEREAS, Lenders, at the request of Borrower, have\nagreed to extend certain credit facilities to Borrower, in the\naggregate original principal amount of $262,525,000, the proceeds\nof which will be used (a) to complete the Acquisition and the\namendment and restatement of the Existing Credit Agreement\n(collectively, the \"Transactions\") and (b) thereafter, to provide\nfinancing for general corporate purposes of Borrower and its\nSubsidiaries, including working capital, capital expenditures,\nrefinancing, acquisitions and investments made in accordance with\nthe terms hereof;\n\n          WHEREAS, Borrower may increase the original principal\namount of the credit facility contemplated hereby, at Lead\nArranger's and Borrower's mutual discretion, in an aggregate\namount of up to $45,000,000 at any time on or before the date\nthat is two years after the Effective Date in accordance with the\nterms hereof;\n\n          WHEREAS, Borrower desires to continue to secure all of\nthe Obligations hereunder and under the other Loan Documents by\ncontinuing and confirming the grant to Administrative Agent, on\nbehalf of Lenders, of a First Priority Lien on substantially all\nof its real, personal and mixed property, including a pledge of\nall of the Capital Stock of each of its domestic Subsidiaries\n(including Newco) and all of the non-voting and 65% of the voting\nCapital Stock of its foreign Subsidiaries (if any);\n\n          WHEREAS, all of the domestic Subsidiaries of Borrower\nparty to the Subsidiary Guaranty have agreed to continue and\nconfirm their guarantee of the Obligations hereunder and under\nthe other Loan Documents and to continue and confirm their prior\ngrant to Administrative Agent, on behalf of Lenders, a First\nPriority Lien on substantially all of their real, personal and\nmixed property, including a pledge of all of the Capital Stock of\neach of their domestic Subsidiaries (if any) and 65% of the\nvoting and 100% of the non-voting Capital Stock of their\nrespective foreign Subsidiaries (if any) to secure their\nguaranties;\n\n          WHEREAS, Newco has agreed to guarantee the obligations\nhereunder and under the other Loan Documents and to secure its\nguaranty by granting to Administrative Agent on behalf of\nLenders, a First Priority Lien on substantially all of its real,\npersonal and mixed property, including a pledge of all of the\nCapital Stock of each of its domestic Subsidiaries (if any) and\n65% of the voting and 100% of the non-voting Capital Stock of\ntheir respective foreign Subsidiaries (if any);\n\n          WHEREAS, for ease of reference and clarity, Borrower,\nAdministrative Agent, and the Existing Lenders and Lenders that\nare not Existing Lenders (\"New Lenders\") desire to amend and\nrestate the Existing Credit Agreement in its entirety (i) to\nprovide for new credit facilities to Borrower and (ii) to make\ncertain other amendments to the terms and provisions of the\nExisting Credit Agreement, all on the terms and conditions set\nforth in this Agreement; and\n\n          WHEREAS, it is the intent of the parties that this\nAgreement shall not cause a novation or repayment of any of the\nindebtedness or obligations of Borrower under the Existing Credit\nAgreement or other loan documents executed in connection\ntherewith (collectively, the \"Existing Loan Documents\"), nor\nshall it extinguish, discharge, terminate or impair Borrower's\nindebtedness or obligations or Administrative Agent's or any\nLender's rights or remedies under the Existing Credit Agreement\nand the other Existing Loan Documents except to the extent\nexpressly provided for herein; in addition, this Agreement shall\nnot release, limit or impair in any way the priority of any\nsecurity interests and liens held by Administrative Agent for the\nbenefit of Lenders against any assets of Borrower or its\nSubsidiaries arising under the Existing Credit Agreement or the\nother Existing Loan Documents.\n\n          NOW, THEREFORE, in consideration of the premises and\nthe agreements, provisions and covenants herein contained,\nBorrower, Lenders and Administrative Agent agree that the\nExisting Credit Agreement is hereby amended and restated to read\nin its entirety as follows:\n\nSection 1.     DEFINITIONS\n\n       1.1     Certain Defined Terms.\n          \n          The following terms used in this Agreement shall have\nthe following meanings:\n\n              \"Accounts\" means all present and future rights of\nBorrower and its Subsidiaries to payment for goods sold or leased\nor for services rendered (including any such rights evidenced by\ninstruments or chattel paper), whether due or to become due,\nwhether now existing or hereinafter arising and wherever arising,\nand whether or not they have been earned by performance.\n\n              \"Acquisition\" has the meaning assigned to that term in\nthe Recitals.\n\n              \"Acquisition Agreement\" means that certain Asset\nPurchase Agreement by and among Seller, IDT Acquisition Co. and\nBorrower, dated as of September 12, 2002, in the form delivered\nto Administrative Agent and Lenders prior to their execution of\nthis Agreement.\n\n              \"Acquisition Consideration\" means the aggregate Cash\nconsideration paid to Seller in connection with the Acquisition.\n\n              \"Additional Mortgaged Property\" has the meaning\nassigned to that term in subsection 6.9A.\n\n              \"Additional Mortgages\" has the meaning assigned to that\nterm in subsection 6.9A.\n\n              \"Adjusted LIBOR\" means, for any Interest Rate\nDetermination Date with respect to an Interest Period for a LIBOR\nLoan, the rate per annum obtained by dividing (x) the rate of\ninterest equal to (a) the rate per annum determined on the basis\nof the rate for deposits in Dollars for a period equal to such\nInterest Period commencing on the first day of such Interest\nPeriod and appearing on Moneyline Telerate Screen 3750 at or\nabout 11:00 A.M., London time, two Business Days prior to the\ncommencement of such Interest Period, or (b) if such a rate does\nnot appear on Moneyline Telerate Screen 3750, the average of the\nrates per annum at which Dollar deposits in immediately available\nfunds are offered to CIBC in the interbank LIBOR market as at or\nabout 10:00 A.M. (New York City time) two Business Days prior to\nthe beginning of such Interest Period for delivery on the first\nday of such Interest Period, and for a period approximately equal\nto such Interest Period, by (y) a percentage equal to 100% minus\nthe stated maximum rate (expressed as a percentage) of all\nreserve requirements (including any marginal, emergency,\nsupplemental, special or other reserves) applicable on such\nInterest Rate Determination Date to any member bank of the\nFederal Reserve System in respect of \"Eurocurrency liabilities\"\nas defined in Regulation D (or any successor category of\nliabilities under Regulation D).\n\n              \"Administrative Agent\" has the meaning assigned to that\nterm in the introduction to this Agreement and also means and\nincludes any successor Administrative Agent appointed pursuant to\nsubsection 9.5A.\n\n              \"Administrative Agent's Office\" means (i) the office of\nAdministrative Agent located at CIBC, 425 Lexington Avenue, New\nYork, NY 10017, or (ii) such other office of Administrative Agent\nas may from time to time hereafter be designated as such in a\nwritten notice delivered by Administrative Agent to Borrower and\neach Lender.\n\n              \"Affected Lender\" has the meaning assigned to that term\nin subsection 2.6C.\n\n              \"Affected Loans\" has the meaning assigned to that term\nin subsection 2.6C.\n\n              \"Affiliate\", as applied to any Person, means any other\nPerson directly or indirectly controlling, controlled by, or\nunder common control with, that Person. For the purposes of this\ndefinition, \"control\" (including, with correlative meanings, the\nterms \"controlling\", \"controlled by\" and \"under common control\nwith\"), as applied to any Person, means the possession, directly\nor indirectly, of the power to direct or cause the direction of\nthe management and policies of that Person, whether through the\nownership of voting securities or by contract or otherwise. For\npurposes of this definition, a Person shall be deemed to be\n\"controlled by\" a Person if such Person possesses, directly or\nindirectly, power to vote 10% or more of the securities having\nordinary voting power for the election of directors of such\nPerson. Notwithstanding the foregoing, neither Administrative\nAgent nor any Lender shall be deemed to be an Affiliate of any of\nthe Loan Parties.\n\n              \"Agents\" means collectively, Administrative Agent and\nany documentation agent or syndication agent appointed under this\nAgreement.\n\n              \"Agreement\" means this Amended and Restated Credit\nAgreement dated as of October 31, 2002.\n\n              \"Alabama Mortgage\" means the Mortgage, Security\nAgreement, Assignment of Rents and Leases and Fixture Filing\n(Alabama), executed by Enterprise Electronics Corporation on the\nOriginal Closing Date in favor of Administrative Agent.\n\n              \"Applicable Base Rate Margin\" means, as at any date of\ndetermination, with respect to any Type of Loan that is a Base\nRate Loan, a percentage per annum equal to the Applicable LIBOR\nMargin for such Type of Loan less 1.00%.\n\n              \"Applicable LIBOR Margin\" means with respect to\nRevolving Loans, Tranche A Term Loans and Tranche B Term Loans\nthat are LIBOR Loans, a percentage per annum as set forth below\nopposite the applicable Consolidated Total Leverage Ratio:\n\n           Consolidated      Revolving Loan        Tranche B\n          Total Leverage     and Tranche A      Applicable LIBOR\n              Ratio         Applicable LIBOR         Margin\n                                 Margin\n        -----------------   -----------------  ------------------\n        greater than or          3.00%               4.00%\n        equal to\n        3.00:1.00\n        \n        less than                2.75%               4.00%\n        3.00:1.00 but\n        greater than or\n        equal to 2.50:1.00\n        \n        less than                2.50%               4.00%\n        2.50:1.00\n        but greater than\n        or equal to\n        2.00:1.00\n        \n        less than                2.25%               4.00%\n        2.00:1.00\n        but greater than\n        or equal to\n        1.50:1.00\n        \n        less than                2.00%               4.00%\n        1.50:1.00\n\n\n              \"Applied Amount\" has the meaning assigned to that term\nin subsection 2.4B(iv)(b).\n\n              \"Approved Fund\" means any fund that invests (in whole\nor in part) in commercial loans or any other fund that is managed\nor advised by a Lender, the same investment advisor as such\nLender or by an Affiliate of such Lender or investment advisor.\n\n              \"Asset Sale\" means the sale (in any single transaction\nor related series of transactions) by Borrower or any of its\nSubsidiaries to any Person other than Borrower or any of its\nwholly-owned domestic Subsidiaries of (i) any of the Capital\nStock of any of Borrower's Subsidiaries, (ii) substantially all\nof the assets of any division or line of business of Borrower or\nany of its Subsidiaries, or (iii) any other assets (whether\ntangible or intangible) of Borrower or any of its Subsidiaries\n(other than (a) Inventory sold in the ordinary course of\nbusiness, (b) Capital Stock of Borrower, and (c) sales of assets\nfrom Borrower or any of its Subsidiaries to Borrower or any\nSubsidiary Guarantor).\n\n              \"Assignment Agreement\" means an Assignment Agreement in\nsubstantially the form of Exhibit XII annexed hereto.\n\n              \"Assignment and Assumption Agreement and Bill of Sale\"\nmeans that certain Assignment and Assumption Agreement and Bill\nof Sale by and among Seller and Newco, dated as of October 31,\n2002, in the form delivered to Administrative Agent and Lenders\nprior to their execution of this Agreement.\n\n              \"Assignment of Patents\" means that certain Assignment\nof Patents by and among Seller and Newco, dated October 31, 2002,\nin the form delivered to Administrative Agent and Lenders prior\nto their execution of this Agreement.\n\n              \"Bankruptcy Code\" means Title 11 of the United States\nCode entitled \"Bankruptcy\", as now and hereafter in effect, or\nany successor statute.\n\n              \"Base Rate\" means, at any time, the higher of (i) the\nReference Rate and (ii) the rate which is one-half of 1% in\nexcess of the Federal Funds Effective Rate.\n\n              \"Base Rate Loans\" means Loans bearing interest at rates\ndetermined by reference to the Base Rate as provided in\nsubsection 2.2A.\n\n              \"Borrower\" has the meaning assigned to that term in the\nintroductory paragraph to this Agreement.\n\n              \"Borrowing Base\" means (i) the sum of (a) 90% of the\nface amount of Eligible Accounts Receivable, (b) 50% of the lower\nof the cost or fair market value of Eligible Inventory, and (c)\n50% of the face amount of Eligible Unbilled Accounts Receivable\nless (ii) the amount of the obligations secured by Permitted\nEncumbrances on such Eligible Accounts Receivable, Eligible\nUnbilled Accounts Receivable or Eligible Inventory.\n\n              \"Borrowing Base Certificate\" means a certificate\nsubstantially in the form of Exhibit IV annexed hereto delivered\nto Administrative Agent and Lenders by Borrower pursuant to\nsubsection 4.1T or subsection 6.1(i).\n\n              \"Business Day\" means (i) any day excluding Saturday,\nSunday and any day which is a legal holiday under the laws of the\nState of New York or is a day on which banking institutions\nlocated in such state are authorized or required by law or other\ngovernmental action to close, and (ii) with respect to all\nnotices, determinations, fundings and payments in connection with\nAdjusted LIBOR or any LIBOR Loan, any day that (a) is a Business\nDay described in clause (i) above, and (b) is a day for trading\nby and between banks in Dollar deposits in the London Interbank\nMarket.\n\n              \"Capital Lease\", as applied to any Person, means any\nlease of any property (whether real, personal or mixed) by that\nPerson as lessee that, in conformity with GAAP, is accounted for\nas a capital lease on the balance sheet of that Person.\n\n              \"Capital Stock\" means (i) in the case of a corporation,\ncapital stock, (ii) in the case of an association or business\nentity, any and all shares, interests, participations, rights or\nother equivalents (however designated) of capital stock, (iii) in\nthe case of a partnership, partnership interests (whether general\nor limited), (iv) in the case of a limited liability company,\nmembership interests, and (v) any other interest or participation\nthat confers on a Person the right to receive a share of the\nprofits and losses of, or distributions of assets of, the issuing\nPerson.\n\n              \"Cash\" means money, currency or a credit balance in a\nDeposit Account.\n\n              \"Cash Equivalents\" means (i) securities issued or\ndirectly and fully guaranteed or insured by the United States of\nAmerica or any agency or instrumentality thereof (provided that\nthe full faith and credit of the United States of America is\npledged in support thereof) having maturities of not more than\ntwelve months from the date of acquisition (\"Government\nObligations\"), (ii) U.S. dollar denominated (or foreign currency\nfully hedged) time deposits, certificates of deposit, Eurodollar\ntime deposits and Eurodollar certificates of deposit of\n(y) any domestic commercial bank of recognized standing having\ncapital and surplus in excess of $250,000,000 or (z) any bank\nwhose short-term commercial paper rating from S&amp;P is at least A-1\nor the equivalent thereof or from Moody's is at least P-1 or the\nequivalent thereof (any such bank being an \"Approved Bank\") in\neach case with maturities of not more than 364 days from the date\nof acquisition, (iii) commercial paper and variable or fixed rate\nnotes issued by any Approved Bank (or by the parent company\nthereof) or any variable rate notes issued by, or guaranteed by\nany domestic corporation rated A-1 (or the equivalent thereof) or\nbetter by S&amp;P or P-1 (or the equivalent thereof) or better by\nMoody's and maturing within six months of the date of\nacquisition, (iv) repurchase agreements with a bank or trust\ncompany (including a Lender) or a recognized securities dealer\nhaving capital and surplus in excess of $500,000,000 for direct\nobligations issued by or fully guaranteed by the United States of\nAmerica, (v) obligations of any state of the United States or any\npolitical subdivision thereof for the payment of the principal\nand redemption price of and interest on which there shall have\nbeen irrevocably deposited Government Obligations maturing as to\nprincipal and interest at times and in amounts sufficient to\nprovide such payment, and (vi) auction preferred stock rated in\nthe highest short-term credit rating category by S&amp;P or Moody's.\n\n              \"Certificate re: Non-Bank Status\" means a certificate\nsubstantially in the form of Exhibit XXI annexed hereto delivered\nby a Lender to Administrative Agent pursuant to subsection\n2.7B(iii).\n\n              \"CEC\" means Continental Electronics Corporation, a\nNevada corporation.\n\n              \"Change in Control\" means the occurrence of any of the\nfollowing events:  (a) (i) any Person or two or more Persons\nacting in concert (other than Veritas and its Affiliates) shall\nhave acquired beneficial ownership, directly or indirectly, or\nshall have acquired by contract or otherwise, or shall have\nentered into a contract or arrangement that, upon consummation,\nwill result in its or their acquisition of control over, Voting\nStock of Borrower (or other securities convertible into such\nVoting Stock) representing 25% or more of the combined voting\npower of all Voting Stock of Borrower, and (ii) such Person or\nPersons acting in concert have beneficial ownership of more\nVoting Stock of Borrower than Veritas and its Affiliates, (b)\nindividuals who were members of the board of directors of\nBorrower on the Effective Date, together with any other\nindividuals whose nomination or election to the board of\ndirectors was approved by a majority of the members of the board\nof directors then in office, fail to constitute a majority of the\nmembers of the board of directors of Borrower then in office, or\n(c) a \"change in control\" (as such term is defined therein) shall\noccur as provided in any agreement with respect to Subordinated\nIndebtedness.  As used herein, \"beneficial ownership\" shall have\nthe meaning provided in Rule 13d-3 of the Securities and Exchange\nCommission promulgated under the Securities Exchange Act of 1934.\n\n              \"Collateral\" means, collectively, all of the real,\npersonal and mixed property (including Capital Stock) in which\nLiens are purported to be granted pursuant to the Collateral\nDocuments as security for the Obligations.\n\n              \"Collateral Access Agreement\" means any landlord\nwaiver, mortgagee waiver, bailee letter or any similar\nacknowledgement or agreement of any landlord or mortgagee in\nrespect of any Real Property Asset where any Collateral is\nlocated or any warehouseman or processor in possession of any\nInventory of any Loan Party, substantially in the form of\nExhibit XVI annexed hereto with such changes thereto as may be\nagreed to by Administrative Agent in the reasonable exercise of\nits discretion.\n\n              \"Collateral Account\" has the meaning assigned to that\nterm in the Security Agreement.\n\n              \"Collateral Documents\" means the Security Agreement,\nthe Mortgages, the Existing Deposit Account Control Agreement,\nthe Deposit Account Control Agreement, the Instruments of\nAssignment, the Master Confirmation and all other instruments or\ndocuments delivered by any Loan Party pursuant to this Agreement\nor any of the other Loan Documents in order to grant to\nAdministrative Agent, on behalf of Lenders, a Lien on any real,\npersonal or mixed property of that Loan Party as security for the\nObligations.\n\n              \"Commitments\" means the commitments of Lenders to make\nLoans as set forth in subsection 2.1A.\n\n              \"Compliance Certificate\" means a certificate\nsubstantially in the form of Exhibit IX annexed hereto delivered\nto Administrative Agent and Lenders by Borrower pursuant to\nsubsection 6.1(iv).\n\n              \"Conforming Leasehold Interest\" means any Recorded\nLeasehold Interest as to which the lessor has agreed in writing\nfor the benefit of Administrative Agent (which writing has been\ndelivered to Administrative Agent), whether under the terms of\nthe applicable lease, under the terms of a Landlord Consent and\nEstoppel, or otherwise, to the matters described in the\ndefinition of \"Landlord Consent and Estoppel,\" which interest, if\na subleasehold or sub-subleasehold interest, is not subject to\nany contrary restrictions contained in a superior lease or\nsublease.\n\n              \"Consolidated Capital Expenditures\" means, for any\nperiod, the sum of the aggregate of all expenditures (whether\npaid in Cash or other consideration or accrued as a liability and\nincluding that portion of Capital Leases which is capitalized on\nthe consolidated balance sheet of Borrower and its Subsidiaries)\nby Borrower and its Subsidiaries during that period that, in\nconformity with GAAP, are included in \"additions to property,\nplant or equipment\" or comparable items reflected in the\nconsolidated statement of cash flows of Borrower and its\nSubsidiaries.  For purposes of this definition, (a) the purchase\nprice of equipment that is purchased simultaneously with the\ntrade-in of existing equipment or with insurance proceeds shall\nbe included in Consolidated Capital Expenditures only to the\nextent of the gross amount of such purchase price less the credit\ngranted by the seller of such equipment for the equipment being\ntraded in at such time or the amount of such proceeds, as the\ncase may be, (b) the aggregate of all expenditures by Borrower\nand its Subsidiaries during that period to acquire (by purchase\nor otherwise) the business, property or fixed assets of any\nPerson, or the Capital Stock or other evidence of beneficial\nownership of any Person that, as a result of such acquisition,\nbecomes a Subsidiary of Borrower shall be included in\nConsolidated Capital Expenditures and (c) the portion which is\ncapitalized on the consolidated balance sheet of Borrower and its\nSubsidiaries for software and related purchases of software, up\nto an aggregate maximum of $2,500,000 in each Fiscal Year, shall\nbe excluded from Consolidated Capital Expenditures.\n\n              \"Consolidated Current Assets\" means, as of any date of\ndetermination, the total assets of Borrower and its Subsidiaries\non a consolidated basis that may properly be classified as\ncurrent assets in conformity with GAAP, excluding Cash and Cash\nEquivalents.\n\n              \"Consolidated Current Liabilities\" means, as of any\ndate of determination, the total liabilities of Borrower and its\nSubsidiaries on a consolidated basis that may properly be\nclassified as current liabilities in conformity with GAAP,\nexcluding the current portions of Funded Debt and Capital Leases.\n\n              \"Consolidated EBITDA\" means, for any period, the sum,\nwithout duplication, of the amounts for such period of\n(i) Consolidated Net Income, plus (ii) an amount that, in the\ndetermination of Consolidated Net Income for such period, has\nbeen deducted for (A) Consolidated Interest Expense, (B) total\nfederal, state, local and foreign income, value added and similar\ntaxes, (C) losses (or minus gains) on the sale or disposition of\nassets outside the ordinary course of business, and\n(D) depreciation, amortization expense and other non-cash, non-\nrecurring extraordinary charges reducing Consolidated Net Income\nplus (iii) management fees to the extent paid as permitted by\nsubsection 7.10A(iii), plus (iv) on a one-time basis, costs and\nexpenses incurred by the Loan Parties in connection with the\nTransactions, plus (v) for the period commencing with the Fiscal\nQuarter ending December 31, 2002 through the end of the Fiscal\nQuarter ending December 31, 2003 an amount equal to $1,400,000\n(and the parties expressly agree that such amount shall not be\nadded back for any purposes for any measurement date after\nDecember 31, 2003) (it being understood that any amount which\nunder clause (ii)(D) above was added back to Consolidated EBITDA\nduring any period but was paid in cash during a subsequent period\nwill reduce Consolidated EBITDA to the extent of such payment in\nsuch subsequent period), all of the foregoing components as\ndetermined on a consolidated basis for Borrower and its\nSubsidiaries in conformity with GAAP; provided that in\ncalculating any such items for purposes of Consolidated Total\nLeverage Ratio for such period, any Asset Sales or other\nacquisitions or dispositions of assets during such period shall\nhave been deemed to have occurred on the first day of such\nperiod.\n\n              \"Consolidated Excess Cash Flow\" means, for any period,\nan amount (if positive) equal to (i) the sum, without\nduplication, of the amounts for such period of (a) Consolidated\nEBITDA (determined by adding back thereto any amount deducted in\nthe calculation of Consolidated Net Income that was paid,\nincurred or accrued in violation of any of the provisions of this\nAgreement) and (b) the Consolidated Working Capital Adjustment\nminus (ii) the sum, without duplication, of the amounts for such\nperiod of (a) voluntary and scheduled repayments of Consolidated\nTotal Debt (excluding repayments of Revolving Loans except to the\nextent the Revolving Loan Commitments are permanently reduced in\nconnection with such repayments), (b) Consolidated Capital\nExpenditures, (c) Consolidated Interest Expense, (d) the\nprovision for current taxes based on income of Borrower and its\nSubsidiaries and payable in Cash with respect to such period, (e)\nmanagement fees to the extent paid as permitted by subsection\n7.10A(iii) and bank fees paid by Borrower in connection with the\nTransactions to the extent not deducted in determining\nConsolidated EBITDA, (f) for the period commencing with the\nFiscal Quarter ending December 31, 2002 through the end of the\nFiscal Quarter ending December 31, 2003 an amount equal to\n$1,400,000 (and the parties expressly agree that such amount\nshall not be subtracted for any purposes for any measurement date\nafter December 31, 2003) and (g) severance and other costs and\nexpenses related to the restructuring of certain operations of\nBorrower's Subsidiaries in an aggregate amount not to exceed\n$7,500,000 to the extent excluded in determining Consolidated Net\nIncome.\n\n              \"Consolidated Fixed Charges\" means, for any period, the\nsum (without duplication) of the amounts for such period of\n(i) Consolidated Interest Expense, (ii) Cash payments for taxes\nbased on income, and (iii) all scheduled principal payments to be\nmade by Borrower or any of its Subsidiaries (whether or not such\npayments are actually made) on all Indebtedness of Borrower and\nits Subsidiaries (including the principal component of all\nCapital Leases), all of the foregoing as determined on a\nconsolidated basis for Borrower and its Subsidiaries in\nconformity with GAAP.\n\n              \"Consolidated Interest Expense\" means, for any period,\ntotal cash interest expense (including that portion attributable\nto Capital Leases in accordance with GAAP and capitalized\ninterest) of Borrower and its Subsidiaries on a consolidated\nbasis with respect to all outstanding Indebtedness of Borrower\nand its Subsidiaries, including all commissions, discounts and\nother fees and charges owed with respect to letters of credit and\nbankers' acceptance financing and net costs under Interest Rate\nAgreements, but excluding, however, any amounts referred to in\nsubsection 2.3 payable to Administrative Agent and Lenders on or\nbefore the Effective Date.\n\n              \"Consolidated Net Income\" means, for any period, the\nnet income (or loss) of Borrower and its Subsidiaries on a\nconsolidated basis for such period taken as a single accounting\nperiod determined in conformity with GAAP, without giving effect\nto any non-cash losses as a result of impairment of goodwill to\nthe extent required by Statement of Financial Accounting\nStandards No. 142; provided that there shall be excluded (i) the\nincome (or loss) of any Person (other than a Subsidiary of\nBorrower) in which any other Person (other than Borrower or any\nof its Subsidiaries) has a joint interest, except to the extent\nof the amount of dividends or other distributions actually paid\nto Borrower or any of its Subsidiaries by such Person during such\nperiod, (ii) the income (or loss) of any Person accrued prior to\nthe date it becomes a Subsidiary of Borrower or is merged into or\nconsolidated with Borrower or any of its Subsidiaries or that\nPerson's assets are acquired by Borrower or any of its\nSubsidiaries, (iii) the income of any Subsidiary of Borrower to\nthe extent that the declaration or payment of dividends or\nsimilar distributions by that Subsidiary of that income is not at\nthe time permitted by operation of the terms of its charter or\nany agreement, instrument, judgment, decree, order, statute, rule\nor governmental regulation applicable to that Subsidiary,\n(iv) any after-tax gains or losses attributable to Asset Sales or\nreturned surplus assets of any Pension Plan, (v) severance and\nother costs and expenses related to the restructuring of certain\noperations of Borrower's Subsidiaries in an aggregate amount not\nto exceed $7,500,000, (vi) (to the extent not included in clauses\n(i) through (v) above) any net extraordinary gains or net non-\ncash extraordinary losses, and (vii) (to the extent not included\nin clauses (i) through (vi) above) any net income (or loss) of\nBorrower's Subsidiaries in connection with operations of\nBorrower's Subsidiaries that were discontinued on or before the\nEffective Date.\n\n              \"Consolidated Net Worth\" means, as at any date of\ndetermination, the sum of the Capital Stock and additional paid-\nin capital plus retained earnings (or minus accumulated deficits)\nof Borrower and its Subsidiaries on a consolidated basis\ndetermined in conformity with GAAP, without giving effect to any\nnon-cash losses (i) as a result of impairment of goodwill to the\nextent required by Statement of Financial Accounting Standards\nNo. 142 or (ii) as a result of severance and other costs and\nexpenses related to the restructuring of certain operations of\nBorrower's Subsidiaries in an aggregate amount not to exceed\n$7,500,000.\n\n              \"Consolidated Rental Payments\" means, for any period,\nthe aggregate amount of all rents paid or payable by Borrower and\nits Subsidiaries on a consolidated basis during that period under\nall Operating Leases to which Borrower or any of its Subsidiaries\nis a party as lessee.\n\n              \"Consolidated Total Debt\" means, as at any date of\ndetermination, the aggregate principal amount of all Indebtedness\nof Borrower and its Subsidiaries other than the face amount of\nperformance letters of credit where the conditions to drawing\nhave not been met less the amount of Cash and Cash Equivalents in\nexcess of $500,000.\n\n              \"Consolidated Total Leverage Ratio\" means, as at the\nlast day of any Fiscal Quarter, the ratio of (a) Consolidated\nTotal Debt as of the last day of such Fiscal Quarter, to\n(b) Consolidated EBITDA for the four Fiscal Quarter period then\nended.\n\n              \"Consolidated Working Capital\" means, as of any date of\ndetermination, the excess (or deficit) of Consolidated Current\nAssets over Consolidated Current Liabilities.\n\n              \"Consolidated Working Capital Adjustment\" means, for\nany period on a consolidated basis, the amount (which may be a\nnegative number) by which Consolidated Working Capital as of the\nbeginning of such period exceeds (or is less than) Consolidated\nWorking Capital as of the end of such period.\n\n              \"Consultant\" has the meaning assigned to that term in\nsubsection 6.7C.\n\n              \"Contingent Obligation\", as applied to any Person,\nmeans any direct or indirect liability, contingent or otherwise,\nof that Person (i) with respect to any Indebtedness, lease,\ndividend or other obligation of another if the primary purpose or\nintent thereof by the Person incurring the Contingent Obligation\nis to provide assurance to the obligee of such obligation of\nanother that such obligation of another will be paid or\ndischarged, or that any agreements relating thereto will be\ncomplied with, or that the holders of such obligation will be\nprotected (in whole or in part) against loss in respect thereof,\nor (ii) under Hedge Agreements.  Contingent Obligations shall\ninclude (a) the direct or indirect guaranty, endorsement\n(otherwise than for collection or deposit in the ordinary course\nof business), co-making, discounting with recourse or sale with\nrecourse by such Person of the obligation of another, (b) the\nobligation to make take-or-pay or similar payments if required\nregardless of non-performance by any other party or parties to an\nagreement, and (c) any liability of such Person for the\nobligation of another through any agreement (contingent or\notherwise) (1) to purchase, repurchase or otherwise acquire such\nobligation or any security therefor, or to provide funds for the\npayment or discharge of such obligation (whether in the form of\nloans, advances, stock purchases, capital contributions or\notherwise) or (2) to maintain the solvency or any balance sheet\nitem, level of income or financial condition of another if, in\nthe case of any agreement described under subclauses (1) or (2)\nof this sentence, the primary purpose or intent thereof is as\ndescribed in the preceding sentence.  The amount of any\nContingent Obligation shall be equal to the amount of the\nobligation so guaranteed or otherwise supported or, if less, the\namount to which such Contingent Obligation is specifically\nlimited.\n\n              \"Contractual Obligation\", as applied to any Person,\nmeans any provision of any Security issued by that Person or of\nany Material Contract to which that Person is a party or by which\nit or any of its properties is bound or to which it or any of its\nproperties is subject.\n\n              \"Currency Agreement\" means any foreign exchange\ncontract, currency swap agreement, futures contract, option\ncontract, synthetic cap or other similar agreement or arrangement\nto which Borrower or any of its Subsidiaries is a party.\n\n              \"Deed of Conveyance\" means that certain Deed of\nConveyance, dated as of October 31, 2002, relating to the real\nproperty and improvements thereon located at 700 Quince Orchard\nRoad, Gaithersburg, Maryland 20878, in the form delivered to\nAdministrative Agent and Lenders prior to their execution of this\nAgreement.\n\n              \"Deposit Account\" means a demand, time, savings,\npassbook, brokerage or similar account maintained with a Person\nor securities intermediary engaged in the business of banking,\nincluding a savings bank, savings and loan association, credit\nunion or trust company.\n\n              \"Deposit Account Control Agreement\" means (i) the\nDeposit Account Control Agreement executed and delivered by\nBorrower, Administrative Agent and the financial institution at\nwhich a Deposit Account is maintained, substantially in the form\nof Exhibit XX annexed hereto or (ii) an agreement, satisfactory\nin form and substance to Administrative Agent and executed by the\nfinancial institution at which a Deposit Account is maintained,\npursuant to which such financial institution confirms and\nacknowledges Administrative Agent's security interest in such\nDeposit Account, and agrees that the financial institution will\ncomply with instructions originated by Administrative Agent as to\ndisposition of funds in the Deposit Account, without further\nconsent by Borrower or any Subsidiary and waives its right to set\noff with respect to amounts in the Deposit Account.\n\n              \"Dollars\" and the sign \"$\" mean the lawful money of the\nUnited States of America.\n\n              \"Effective Date\" means the date on or before November\n25, 2002 on which the conditions precedent set forth in Section\n4.1 have been satisfied or waived.\n\n              \"Effective Date Mortgage\" means collectively, the New\nMortgages and the Existing Mortgages.\n\n              \"Effective Date Mortgage Policies\" means collectively,\nthe New Mortgage Policies and the Existing Mortgage Policies.\n\n              \"Effective Date Mortgaged Properties\" means\ncollectively, the New Mortgage Properties and the Existing\nMortgage Properties.\n\n              \"Eligible Accounts Receivable\" means, as at any date of\ndetermination, the total face amount of those invoiced Accounts\nof Borrower and the Subsidiary Guarantors consisting of ordinary\ntrade accounts receivable owned by Borrower and the Subsidiary\nGuarantors, payable in Cash in Dollars on delivery or at a future\ndate and arising out of the final sale of Inventory or the\nprovision of services in the ordinary course of business of\nBorrower and the Subsidiary Guarantors; provided that in\ndetermining the eligibility of Eligible Accounts Receivable for\nBorrower and the Subsidiary Guarantors, there shall be excluded\n(to the extent included above):\n\n              (i)    Accounts with respect to which more than 120 days\n     have elapsed since the invoice date;\n     \n              (ii)   Accounts with respect to which the Account debtor\n     is a director, officer, shareholder, employee or an\n     Affiliate of Borrower if the terms of such Accounts are less\n     favorable to Borrower or any such Subsidiary than those\n     which might be obtained at the time from a Person who is not\n     such a director, officer, shareholder, employee or an\n     Affiliate;\n     \n              (iii)  Accounts with respect to which the Account\n     debtor is the United States of America or any department,\n     agency or instrumentality thereof, except for those Accounts\n     as to which Borrower or any such Subsidiary has assigned its\n     right to payment thereof to the Administrative Agent, and\n     the assignment has been acknowledged pursuant to the\n     Assignment of Claims Act of 1940 (31 U.S.C. 3727); provided,\n     however, that until the date that is 180 days after the\n     Effective Date, such Accounts shall not be excluded on the\n     basis that the assignment has not been acknowledged pursuant\n     to the Assignment of Claims Act of 1940; and provided\n     further, however, if a Government Contract to which any such\n     Account relates is required to be novated in accordance with\n     applicable laws, an aggregate amount of up to $10,000,000 of\n     such Accounts shall not be excluded on the basis that a\n     valid and effective Instrument of Assignment and notice of\n     assignment have not been executed and delivered and an\n     acknowledgement has not been received;\n     \n              (iv)   Accounts with respect to which the Account debtor\n     is not a resident of the United States or Canada, unless the\n     Account debtor has supplied Borrower or any such Subsidiary\n     with (a) an irrevocable commercial letter of credit, issued\n     by a financial institution, or (b) credit insurance, in each\n     case in form and substance satisfactory to the\n     Administrative Agent;\n     \n              (v)    Accounts with respect to which the Account debtor\n     has asserted a counterclaim, allowance, deduction, or right\n     to set off or which is otherwise unearned or disputed,\n     including Accounts which reflect \"barter\" activity;\n     \n              (vi)   Accounts with respect to which the Administrative\n     Agent, on behalf of Lenders and the Issuing Lender, does not\n     have a valid, First Priority Lien or which are not free of\n     all Liens or other claims of all other Persons other than\n     Liens permitted under this Agreement;\n     \n              (vii)  Accounts with respect to which the Account\n     debtor is the subject of bankruptcy or a similar insolvency\n     proceeding, or has made an assignment for the benefit of\n     creditors, whose assets have been conveyed to a receiver or\n     trustee, or who has failed or suspended or gone out of\n     business;\n     \n              (viii) Accounts with respect to which the Account\n     debtor's obligation to pay the Account is conditional upon\n     the Account debtor's approval or otherwise subject to return\n     rights with respect to the goods purchased giving rise to\n     any such Account (other than return rights based on product\n     warranties in the ordinary course of business);\n     \n               (ix)  Accounts which are not in full force and effect or\n     do not constitute legal, valid and binding obligations of\n     the Account debtor enforceable against the Account debtor in\n     accordance with their terms;\n     \n               (x)   Accounts with respect to which the terms or\n     conditions prohibit or restrict assignment or collection\n     rights;\n     \n               (xi)  Accounts with respect to which the Account debtor\n     is located in New Jersey which exceed, individually or in\n     the aggregate, $150,000, unless Borrower or such Subsidiary\n     has filed, or is exempt from filing, a Notice of Business\n     Activities Report with the New Jersey Division of Taxation\n     for the then current year;\n     \n               (xii) Accounts with respect to which the Account\n     debtor is a supplier or a creditor of Borrower or any of its\n     Subsidiaries up to an amount equal to the amount owed by\n     Borrower and its Subsidiaries to such Account debtor;\n     \n               (xiii)Accounts evidenced by notes, chattel paper or\n     other instruments, unless such notes, chattel paper or\n     instruments (a) have been delivered to and are in the\n     possession of the Administrative Agent, or (b) the aggregate\n     amount of such Accounts is not greater than $50,000;\n     \n               (xiv) Accounts (if any) created in connection with\n     any sale where payment is due on delivery of Inventory sold\n     until the Inventory is actually delivered; and\n     \n               (xv)  Accounts which fail to meet such other\n     specifications and requirements as may from time to time to\n     be established by the Administrative Agent in its reasonable\n     discretion.\n     \n              \"Eligible Assignee\" means (A) (i) a commercial bank\norganized under the laws of the United States or any state\nthereof; (ii) a savings and loan association or savings bank\norganized under the laws of the United States or any state\nthereof; (iii) a commercial bank organized under the laws of any\nother country or a political subdivision thereof (provided that\n(x) such bank is acting through a branch or agency located in the\nUnited States or (y) such bank is organized under the laws of a\ncountry that is a member of the Organization for Economic\nCooperation and Development or a political subdivision of such\ncountry); and (iv) any other entity which is an \"accredited\ninvestor\" (as defined in Regulation D under the Securities Act)\nwhich extends credit or buys loans as one of its businesses\nincluding insurance companies, mutual funds, lease financing\ncompanies and investment funds and any Approved Funds; (B) a\nLender, an Affiliate of a Lender, or an Approved Fund; or (C) any\nother Person (other than a natural Person) approved by (1)\nAdministrative Agent, (2) in the case of any assignment of a\nRevolving Loan, Issuing Lender, and (3) unless (x) such Person is\ntaking delivery of an assignment in connection with physical\nsettlement of a credit derivatives transaction, or (y) an Event\nof Default or Potential Event of Default has occurred and is\ncontinuing, Borrower (each such approval not to be unreasonably\nwithheld or delayed); provided that no Affiliate of Borrower\nshall be an Eligible Assignee.  If the consent of Borrower to an\nassignment to an Eligible Assignee is required hereunder\n(including a consent to an assignment which does not meet the\nminimum assignment thresholds specified in subsection 10.1B(i)),\nBorrower shall be deemed to have given its consent five Business\nDays after the date notice thereof has been delivered by the\nassigning Lender (through Administrative Agent) unless such\nconsent is expressly refused by Borrower prior to such fifth\nBusiness Day.\n\n              \"Eligible Inventory\" means, as at any date of\ndetermination, the gross dollar value (valued at the lower of\ncost (on a \"first-in, first-out\" basis) or fair market value) of\nall Inventory owned by Borrower and the Subsidiary Guarantors,\nless appropriate reserves determined in accordance with GAAP\napplied on a consistent basis; provided that in determining the\neligibility of Eligible Inventory for Borrower and the Subsidiary\nGuarantors, there shall be excluded (to the extent included\nabove):\n\n              (i)   Inventory with respect to which the Administrative\n     Agent, on behalf of Lenders and the Issuing Lender, does not\n     have a valid, First Priority Lien or which are not free of\n     all Liens or other claims of all other Persons other than\n     Liens permitted under this Agreement;\n     \n              (ii)  Inventory that fails to meet standards for sale or\n     use imposed by Governmental Authorities having a regulatory\n     authority over such Inventory or its use or sale;\n     \n              (iii) Inventory that is not useable or saleable at\n     prices approximating their cost (after taking into account,\n     without duplication, the amount of any reserves for\n     obsolescence, unsaleability or decline in value);\n     \n              (iv)  Inventory that is not in the possession and\n     control of Borrower or a Subsidiary Guarantor (including a\n     common carrier under a bill of lading in such Person's\n     name), and if located in a warehouse or other facility\n     leased by Borrower or any of the Subsidiary Guarantors, the\n     warehouseman or lessor has not delivered to Administrative\n     Agent a lien waiver or subordination in such form, if any,\n     as may be requested by the Administrative Agent; and\n     \n               (v)  Inventory consisting of materials, supplies and\n     work in process.\n     \n              \"Eligible Unbilled Accounts Receivable\" means all\nAccounts from Government Contracts or a prime contractor on a\nGovernment Contract that would otherwise be Eligible Accounts\nReceivables and with respect to which the sale of Inventory has\noccurred or the rendering of services has been performed and the\npayment obligations therefore are owing but which have not yet\nbeen invoiced in the ordinary course of business.\n\n              \"Employee Benefit Plan\" means any \"employee benefit\nplan\" as defined in Section 3.3 of ERISA, which is or was\nmaintained or contributed to by Borrower, any of its Subsidiaries\nor any of their respective ERISA Affiliates.\n\n              \"Environmental Claim\" means any investigation, notice,\nnotice of violation, claim, action, suit, proceeding, demand,\nabatement order or other order or directive (conditional or\notherwise), by any Governmental Authority or any other Person,\narising (i) pursuant to or in connection with any actual or\nalleged violation of any Environmental Law, (ii) in connection\nwith any Hazardous Materials or any actual or alleged Hazardous\nMaterials Activity, or (iii) in connection with any actual or\nalleged damage, injury, threat or harm to health, safety, natural\nresources or the environment.\n\n              \"Environmental Indemnity\" means the Environmental\nIndemnity Agreement executed and delivered by Borrower and the\ndomestic Subsidiaries of Borrower on the Original Closing Date,\nsubstantially in the form  of Exhibit XVII annexed hereto as\nconfirmed by the Master Confirmation.\n\n              \"Environmental Indemnity Counterpart\" means the\nCounterpart for Additional Indemnitors attached as Exhibit A to\nthe Environmental Indemnity.\n\n              \"Environmental Laws\" means any and all current or\nfuture statutes, ordinances, orders, rules, regulations, guidance\ndocuments, judgments, Governmental Authorizations, or any other\nrequirements of any Governmental Authority relating to\n(i) environmental matters, including those relating to any\nHazardous Materials Activity, (ii) the generation, use, storage,\ntransportation or disposal of Hazardous Materials, or\n(iii) occupational safety and health, industrial hygiene, land\nuse or the protection of human, plant or animal health or\nwelfare, in any manner applicable to Borrower or any of its\nSubsidiaries or any Facility, including the Comprehensive\nEnvironmental Response, Compensation, and Liability Act (42\nU.S.C. Section 9601 et seq.), the Hazardous Materials Transportation\nAct (49 U.S.C. Section 1801 et seq.), the Resource Conservation and\nRecovery Act (42 U.S.C. Section 6901 et seq.), the Federal Water\nPollution Control Act (33 U.S.C. Section 1251 et seq.), the Clean Air\nAct (42 U.S.C. Section 7401 et seq.), the Toxic Substances Control Act\n(15 U.S.C. Section 2601 et seq.), the Federal Insecticide, Fungicide\nand Rodenticide Act (7 U.S.C. Section 136 et seq.), the Occupational\nSafety and Health Act (29 U.S.C. Section 651 et seq.), the Oil\nPollution Act (33 U.S.C. Section 2701 et seq.) and the Emergency\nPlanning and Community Right-to-Know Act (42 U.S.C. Section 11001 et\nseq.), each as amended or supplemented, any analogous present or\nfuture state or local statutes or laws, and any regulations\npromulgated pursuant to any of the foregoing.\n\n              \"ERISA\" means the Employee Retirement Income Security\nAct of 1974.\n\n              \"ERISA Affiliate\" means, as applied to any Person\n(i) any corporation that is a member of a controlled group of\ncorporations within the meaning of Section 414(b) of the Internal\nRevenue Code of which that Person is a member; (ii) any trade or\nbusiness (whether or not incorporated) that is a member of a\ngroup of trades or businesses under common control within the\nmeaning of Section 414(c) of the Internal Revenue Code of which\nthat Person is a member; and (iii) any member of an affiliated\nservice group within the meaning of Section 414(m) or (o) of the\nInternal Revenue Code of which that Person, any corporation\ndescribed in clause (i) above or any trade or business described\nin clause (ii) above is a member.  Any former ERISA Affiliate of\na Person or any of its Subsidiaries shall continue to be\nconsidered an ERISA Affiliate of such Person or such Subsidiary\nwithin the meaning of this definition with respect to the period\nsuch entity was an ERISA Affiliate of such Person or such\nSubsidiary and with respect to liabilities arising after such\nperiod (but attributable to the period such entity was an ERISA\nAffiliate of such Person or such Subsidiary) for which such\nPerson or such Subsidiary could be liable under the Internal\nRevenue Code or ERISA.\n\n              \"ERISA Event\" means (i) a \"reportable event\" within the\nmeaning of Section 4043 of ERISA and the regulations issued\nthereunder with respect to any Pension Plan (excluding those for\nwhich the provision for 30-day notice to the PBGC has been waived\nby regulation); (ii) the failure to meet the minimum funding\nstandard of Section 412 of the Internal Revenue Code with respect\nto any Pension Plan (whether or not waived in accordance with\nSection 412(d) of the Internal Revenue Code) or the failure to\nmake by its due date a required installment under Section 412(m)\nof the Internal Revenue Code with respect to any Pension Plan or\nthe failure to make any required contribution to a Multiemployer\nPlan, unless the failure is cured within two Business Days after\nsuch failure; (iii) the provision by the administrator of any\nPension Plan pursuant to Section 4041(a)(2) of ERISA of a notice\nof intent to terminate such plan in a distress termination\ndescribed in Section 4041(c) of ERISA; (iv) the withdrawal by\nBorrower, any of its Subsidiaries or any of their respective\nERISA Affiliates from any Pension Plan with two or more\ncontributing sponsors or the termination of any such Pension Plan\nresulting in liability pursuant to Section 4063 or 4064 of ERISA;\n(v) the institution by the PBGC of proceedings to terminate any\nPension Plan, or the occurrence of any event or condition which\nmight reasonably constitute grounds under ERISA for the\ntermination of, or the appointment of a trustee to administer,\nany Pension Plan; (vi) the imposition of liability on Borrower,\nany of its Subsidiaries or any of their respective ERISA\nAffiliates pursuant to Section 4062(e) or 4069 of ERISA or by\nreason of the application of Section 4212(c) of ERISA; (vii) the\nwithdrawal of Borrower, any of its Subsidiaries or any of their\nrespective ERISA Affiliates in a complete or partial withdrawal\n(within the meaning of Sections 4203 and 4205 of ERISA) from any\nMultiemployer Plan if there is any potential liability therefor,\nor the receipt by Borrower, any of its Subsidiaries or any of\ntheir respective ERISA Affiliates of notice from any\nMultiemployer Plan that it is in reorganization or insolvency\npursuant to Section 4241 or 4245 of ERISA, or that it intends to\nterminate or has terminated under Section 4041A or 4042 of ERISA;\n(viii) the occurrence of an act or omission which would give rise\nto the imposition on Borrower, any of its Subsidiaries or any of\ntheir respective ERISA Affiliates of fines, penalties, taxes or\nrelated charges under Chapter 43 of the Internal Revenue Code or\nunder Section 409, Section 502(c), (i) or (l), or Section 4071 of\nERISA in respect of any Employee Benefit Plan any of which would\nconstitute a Material Adverse Effect; (ix) the assertion of a\nmaterial claim (other than routine claims for benefits) against\nany Employee Benefit Plan other than a Multiemployer Plan or the\nassets thereof, or against Borrower, any of its Subsidiaries or\nany of their respective ERISA Affiliates in connection with any\nEmployee Benefit Plan; (x) receipt from the Internal Revenue\nService of final determination of the failure of any Pension Plan\n(or any other Employee Benefit Plan intended to be qualified\nunder Section 401(a) of the Internal Revenue Code) to qualify\nunder Section 401(a) of the Internal Revenue Code, or the failure\nof any trust forming part of any Pension Plan to qualify for\nexemption from taxation under Section 501(a) of the Internal\nRevenue Code which cannot be remedied; or (xi) the imposition of\na Lien pursuant to Section 401(a)(29) or 412(n) of the Internal\nRevenue Code or pursuant to ERISA with respect to any Pension\nPlan.\n\n              \"Event of Default\" means each of the events set forth\nin Section 8.\n\n              \"Exchange Act\" means the Securities Exchange Act of 1934.\n\n              \"Existing Credit Agreement\" has the meaning assigned to\nthat term in the Recitals.\n\n              \"Existing Deposit Account Control Agreement\" means the\nDeposit Account Control Agreement executed and delivered by\nBorrower, Administration Agent and First Union National Bank on\nthe Original Closing Date.\n\n              \"Existing Instruments of Assignment\" means the\nInstruments of Assignment executed and delivered variously by\nBorrower or its Subsidiaries on the Original Closing Date.\n\n              \"Existing Lenders\" has the meaning assigned to that\nterm in the Recitals.\n\n              \"Existing Loan Documents\" has the meaning assigned to\nthat term in the Recitals.\n\n              \"Existing Mortgage\" means each of the Florida Mortgage,\nthe Alabama Mortgage and the Texas Deed of Trust.\n\n              \"Existing Mortgage Policies\" has the meaning assigned\nto that term in subsection 4.1N(v).\n\n              \"Existing Mortgaged Properties\" has the meaning\nassigned to that term in subsection 4.1N(ii).\n\n              \"Facilities\" means all real property (including all\nbuildings, fixtures or other improvements located thereon) now,\nhereafter or heretofore owned, leased, operated or used by\nBorrower or any of its Subsidiaries or any of their respective\npredecessors or Affiliates.\n\n              \"Federal Funds Effective Rate\" means, for any period, a\nfluctuating interest rate equal for each day during such period\nto the weighted average of the rates on overnight Federal funds\ntransactions with members of the Federal Reserve System arranged\nby Federal funds brokers, as published for such day (or, if such\nday is not a Business Day, for the next preceding Business Day)\nby the Federal Reserve Bank of New York, or, if such rate is not\nso published for any day which is a Business Day, the average of\nthe quotations for such day on such transactions received by\nAdministrative Agent from three Federal funds brokers of\nrecognized standing selected by Administrative Agent.\n\n              \"Financial Plan\" has the meaning assigned to that term\nin subsection 6.1(xii).\n\n              \"First Amendment to Alabama Mortgage\" means the First\nAmendment to the Mortgage, Security Agreement, Assignment of\nRents and Leases and Fixture Filing (Alabama), executed by\nEnterprise Electronics Corporation in favor of Administrative\nAgent.\n\n              \"First Amendment to Florida Mortgage\" means the First\nAmendment to the Mortgage, Security Agreement, Assignment of\nRents and Leases and Fixture Filing (Florida), executed by Metric\nSystems Corporation in favor of Administrative Agent.\n\n              \"First Amendment to Texas Deed of Trust\" means the\nFirst Amendment to the Deed of Trust, Security Agreement,\nAssignment of Rents and Leases and Fixture Filing (Texas),\nexecuted by Continental Electronics Corporation in favor of the\ntrustee named therein for the benefit of Administrative Agent as\nbeneficiary.\n\n              \"First Priority\" means, with respect to any Lien\npurported to be created in any Collateral pursuant to any\nCollateral Document, that (i) such Lien is perfected and has\npriority over any other Lien on such Collateral (other than\nPermitted Encumbrances) and (ii) such Lien is the only Lien\n(other than Liens permitted pursuant to subsection 7.2A) to which\nsuch Collateral is subject.\n\n              \"Fiscal Quarter\" means a fiscal quarter of any Fiscal Year.\n\n              \"Fiscal Year\" means the fiscal year of Borrower and its\nSubsidiaries ending on December 31 of each calendar year.\n\n              \"Flood Hazard Property\" means an Effective Date\nMortgaged Property or an Additional Mortgaged Property located in\nan area designated by the Federal Emergency Management Agency as\nhaving special flood or mud slide hazards.\n\n              \"Florida Mortgage\" means the Mortgage, Security\nAgreement, Assignment of Rents and Leases and Fixture Filing\n(Florida), executed on the Original Closing Date by Metric\nSystems Corporation in favor of Administrative Agent.\n\n              \"Fund\" means any Person (other than a natural Person)\nthat is (or will be) engaged in making, purchasing, holding or\notherwise investing in commercial loans and similar extensions of\ncredit in the ordinary course of its business.\n\n              \"Funded Debt\", as applied to any Person, means (a) all\nIndebtedness of that Person (including any current portions\nthereof) which by its terms or by the terms of any instrument or\nagreement relating thereto matures more than one year from, or is\ndirectly renewable or extendable at the option of that Person to\na date more than one year from (including an option of that\nPerson under a revolving credit or similar agreement obligating\nthe lender or lenders to extend credit over a period of one year\nor more from), the date of the creation thereof, other than (i)\nany performance letters of credit (i.e., letters of credit which\ncan be drawn upon only if Borrower or any of its Subsidiaries\nfails to comply with or perform under any material provision of\nany contract) issued for the account of such Person, (b) all\nFunded Debt of others of the type referred to in clause (a) above\nsecured by (or for which the holder of such Indebtedness has an\nexisting right, contingent or otherwise, to be secured by) any\nLien on, or payable out of the proceeds of production from,\nproperty owned or acquired by such Person, whether or not the\nobligations secured thereby have been assumed, (c) all Contingent\nObligations of such Person with respect to Funded Debt of the\ntype referred to in clause (a) above of another Person and\n(d) Funded Debt of the type referred to in clause (a) above of\nany partnership or unincorporated joint venture in which such\nPerson is legally obligated or has a reasonable expectation of\nbeing liable with respect thereto.\n\n              \"Funding Date\" means the date of the funding of a Loan.\n\n              \"GAAP\" means, subject to the limitations on the\napplication thereof set forth in subsection 1.2, generally\naccepted accounting principles set forth in opinions and\npronouncements of the Accounting Principles Board of the American\nInstitute of Certified Public Accountants and statements and\npronouncements of the Financial Accounting Standards Board or in\nsuch other statements by such other entity as may be approved by\na significant segment of the accounting profession, in each case\nas the same are applicable to the circumstances as of the date of\ndetermination.\n\n              \"Governing Body\" means the board of directors or other\nbody having the power to direct or cause the direction of the\nmanagement and policies of a Person that is a corporation,\npartnership, trust or limited liability company.\n\n              \"Governmental Authority\" means any political\nsubdivision or department thereof, any other governmental or\nregulatory body, commission, central bank, board, bureau, organ\nor instrumentality or any court, in each case whether federal,\nstate, local or foreign, and any corporation or other entity\nowned or controlled, through stock or capital ownership or\notherwise, by any of the foregoing.\n\n              \"Governmental Authorization\" means any permit, license,\nregistration, authorization, plan, directive, consent, order or\nconsent decree of or from, or notice to, any Governmental\nAuthority.\n\n              \"Government Contract\" means (i) any contract entered\ninto between Borrower or any of its Subsidiaries and the\ngovernment of the United States of America, the District of\nColumbia, or any department, agency or instrumentality thereof\nand (ii) any contract entered into between Target and the\ngovernment of the United States of America, the District of\nColumbia, or any department, agency or instrumentality thereof\nthat is being assigned, transferred or otherwise acquired by\nNewco in connection with the Acquisition.\n\n              \"Hazardous Materials\" means (i) any chemical, material\nor substance at any time defined as or included in the definition\nof \"hazardous substances\", \"hazardous wastes\", \"hazardous\nmaterials\", \"extremely hazardous waste\", \"acutely hazardous\nwaste\", \"radioactive waste\", \"biohazardous waste\", \"pollutant\",\n\"toxic pollutant\", \"contaminant\", \"restricted hazardous waste\",\n\"infectious waste\", \"toxic substances\", or any other term or\nexpression intended to define, list or classify substances by\nreason of properties harmful to health, safety or the indoor or\noutdoor environment (including harmful properties such as\nignitability, corrosivity, reactivity, carcinogenicity, toxicity,\nreproductive toxicity, \"TCLP toxicity\" or \"EP toxicity\" or words\nof similar import under any applicable Environmental Laws);\n(ii) any oil, petroleum, petroleum fraction or petroleum derived\nsubstance; (iii) any drilling fluids, produced waters and other\nwastes associated with the exploration, development or production\nof crude oil, natural gas or geothermal resources; (iv) any\nflammable substances or explosives; (v) any radioactive\nmaterials; (vi) any asbestos-containing materials; (vii) urea\nformaldehyde foam insulation; (viii) electrical equipment which\ncontains any oil or dielectric fluid containing polychlorinated\nbiphenyls; (ix) pesticides; and (x) any other chemical, material\nor substance, exposure to which is prohibited, limited or\nregulated by any Governmental Authority or which poses a hazard\nto the health and safety of the owners, occupants or any Persons\nin the vicinity of any Facility or to the indoor or outdoor\nenvironment.\n\n              \"Hazardous Materials Activity\" means any past, current,\nproposed or threatened activity, event or occurrence involving\nany Hazardous Materials, including the use, manufacture,\npossession, storage, holding, presence, existence, location,\nRelease, threatened Release, discharge, placement, generation,\ntransportation, processing, construction, treatment, abatement,\nremoval, remediation, disposal, disposition or handling of any\nHazardous Materials, and any corrective action or response action\nwith respect to any of the foregoing.\n\n              \"Hedge Agreement\" means an Interest Rate Agreement or a\nCurrency Agreement designed to hedge against fluctuations in\ninterest rates or currency values, respectively.\n\n               \"Increasing Lenders\" has the meaning assigned to that\nterm in subsection 2.1A(iv).\n\n              \"Indebtedness\", as applied to any Person, means,\nwithout duplication, (a) all obligations of such Person for\nborrowed money, (b) all obligations of such Person evidenced by\nbonds, debentures, notes or similar instruments, or upon which\ninterest payments are customarily made without regard to any\noriginal issue discount relating thereto, (c) all obligations of\nsuch Person under conditional sale or other title retention\nagreements relating to property purchased by such Person (other\nthan customary reservations or retentions of title under\nagreements with suppliers entered into in the ordinary course of\nbusiness), (d) all obligations of such Person issued or assumed\nas the deferred purchase price of property or services purchased\nby such Person (other than trade debt incurred in the ordinary\ncourse of business and due within six months of the incurrence\nthereof) which would appear as liabilities on a balance sheet of\nsuch Person, (e) all obligations of such Person under take-or-pay\nor similar arrangements or under commodities agreements, (f) all\nindebtedness of others secured by (or for which the holder of\nsuch Indebtedness has an existing right, contingent or otherwise,\nto be secured by) any Lien on, or payable out of the proceeds of\nproduction from, property owned or acquired by such Person,\nwhether or not the obligations secured thereby have been assumed,\n(g) all Contingent Obligations of such Person with respect to\nIndebtedness of another Person, (h) the principal portion of all\nobligations of such Person under Capital Leases, (i) all\nobligations of such Person under Hedge Agreements, (j) the\nmaximum amount of all letters of credit issued or bankers'\nacceptances facilities created for the account of such Person\nand, without duplication, all drafts drawn thereunder (to the\nextent unreimbursed), (k) all preferred Capital Stock issued by\nsuch Person and which by the terms thereof could be (at the\nrequest of the holders thereof or otherwise) subject to mandatory\nsinking fund payments, redemption or other acceleration, (1) the\nprincipal balance outstanding under any synthetic lease, tax\nretention operating lease, off-balance sheet loan or similar off-\nbalance sheet financing product, and (m) the Indebtedness of any\npartnership or unincorporated joint venture in which such Person\nis a general partner or a joint venturer, but not including any\nIndebtedness payable to the United States Armed Forces.\nObligations under Interest Rate Agreements and Currency\nAgreements constitute (1) in the case of Hedge Agreements,\nContingent Obligations, and (2) in all other cases, Investments,\nand in neither case constitute Indebtedness.\n\n              \"Indemnitees\" has the meaning assigned to that term in\nsubsection 10.3.\n\n              \"Instruments of Assignment\" means collectively, the\nExisting Instruments of Assignment and the New Instruments of\nAssignment.\n\n              \"Intellectual Property\" means (i) all trademarks,\nservice marks, designs, logos, indicia, tradenames, trade\ndresses, corporate names, business names, fictitious business\nnames and\/or other source and\/or business identifiers and\napplications pertaining thereto, used in or necessary for the\nconduct of the business of Borrower or any of its Subsidiaries\nthat are material to the condition (financial or otherwise),\nbusiness or operations of Borrower and its Subsidiaries,\nincluding the trademarks identified in Schedule 5.5C (all the\nforegoing being referred to herein collectively as the\n\"Trademarks\"); and all goodwill associated therewith (the\n\"Associated Goodwill\") relating to the Trademarks; (ii) all\nregistrations that have been or may hereafter be issued or\napplied for on the Trademarks in the United States and any state\nthereof and in foreign countries (the \"Trademark Registrations\");\n(iii) all patents and patent applications and rights and\ninterests in patents and patent applications that are used in or\nnecessary for the conduct of the business of Borrower or its\nSubsidiaries that are material to the condition (financial or\notherwise), business or operations of Borrower or any of its\nSubsidiaries, including the patents and patent applications\nlisted in Schedule 5.5C, and all re-issues, divisions,\ncontinuations, renewals, extensions and continuations-in-part\nthereof (all of the foregoing being collectively referred to as\nthe \"Patents\") and all Associated Goodwill related to such\nPatents; (iv) various published and unpublished works of\nauthorship, including, computer programs, computer data bases,\nother computer software, including, without limitation, object\ncode and source code, mask works, semiconductor chips, masks,\ntrade secrets, trade secret rights, ideas, drawings, designs,\nwritings, know-how, techniques, processes and formulas, used in\nor necessary for the conduct of the business of Borrower or any\nof its Subsidiaries that are material to the condition (financial\nor otherwise), business or operations of Borrower and its\nSubsidiaries (all the foregoing being referred to herein\ncollectively as the \"Copyrights\") and all Associated Goodwill\nrelating to such Copyrights; (v) all copyright registrations\nissued to Borrower or any of its Subsidiaries for any copyright\nregistrations that have been issued or applied for on the\nCopyrights in the United States and any state thereof and in\nforeign countries (all the foregoing being referred to herein\ncollectively as the \"Copyright Registrations\") and all Associated\nGoodwill relating to such Copyright Registrations and (vi) all\ncommon law and other rights in and to the Copyrights (including\nall copyright licenses) in the United States and any state\nthereof and in foreign countries used in or necessary for the\nconduct of the business of Borrower or its Subsidiaries that are\nmaterial to the condition (financial or otherwise), business or\noperations of Borrower and its Subsidiaries (all of the foregoing\nbeing referred to herein collectively as the \"Copyright Rights\")\nand all Associated Goodwill relating to such Copyright Rights.\n\n              \"Interest Payment Date\" means (i) with respect to any\nBase Rate Loan, the last Business Day of each March, June,\nSeptember and December of each year, commencing on the first such\ndate to occur after the Effective Date, and (ii) with respect to\nany LIBOR Loan, the last day of each Interest Period applicable\nto such Loan; provided that in the case of each Interest Period\nof six months \"Interest Payment Date\" shall also include the date\nthat is three months after the commencement of such Interest\nPeriod and in the case of each Interest Period of twelve months,\nto the extent a Lender is willing to so provide pursuant to\nsubsection 2.2B, \"Interest Period\" shall also include the date\nthat is three months, six months and nine months after the\ncommencement of such Interest Period.\n\n              \"Interest Period\" has the meaning assigned to that term\nin subsection 2.2B.\n\n              \"Interest Rate Agreement\" means any interest rate swap\nagreement, interest rate cap agreement, interest rate collar\nagreement or other similar agreement or arrangement to which\nBorrower or any of its Subsidiaries is a party.\n\n              \"Interest Rate Determination Date\", with respect to any\nInterest Period, means the second Business Day prior to the first\nday of such Interest Period.\n\n              \"Internal Revenue Code\" means the Internal Revenue Code\nof 1986, as amended to the date hereof and from time to time\nhereafter, and any successor statute.\n\n              \"Inventory\" means, with respect to any Person as of any\ndate of determination, all goods, merchandise and other personal\nproperty which are then held by such Person for sale or lease,\nincluding raw materials and work in process.\n\n              \"Investment\" means (i) any direct or indirect purchase\nor other acquisition by Borrower or any of its Subsidiaries of,\nor of a beneficial interest in, any Securities of any other\nPerson (including any Subsidiary of Borrower), (ii) any direct or\nindirect redemption, retirement, purchase or other acquisition\nfor value, by any Subsidiary of Borrower from any Person other\nthan Borrower or any of its Subsidiaries, of any equity\nSecurities of such Subsidiary, (iii) any direct or indirect loan,\nadvance (other than advances to employees for moving,\nentertainment and travel expenses, drawing accounts and similar\nexpenditures in the ordinary course of business) or capital\ncontribution by Borrower or any of its Subsidiaries to any other\nPerson (other than a wholly-owned Subsidiary of Borrower),\nincluding all indebtedness and accounts receivable from that\nother Person that are not current assets or did not arise from\nsales to that other Person in the ordinary course of business, or\n(iv) Interest Rate Agreements or Currency Agreements not\nconstituting Hedge Agreements. The amount of any Investment shall\nbe the original cost of such Investment plus the cost of all\nadditions thereto, without any adjustments for increases or\ndecreases in value, or write-ups, write-downs or write-offs with\nrespect to such Investment (other than adjustments for the\nrepayment of, or the refund of capital with respect to, the\noriginal principal amount of any such Investment).\n\n              \"IP Collateral\" means, collectively, the Collateral\nconsisting of rights in or to Intellectual Property under the\nSecurity Agreement.\n\n              \"Issuing Lender\" means, with respect to any Letter of\nCredit, the Lender who agrees or is otherwise obligated to issue\nsuch Letter of Credit, determined as provided in subsection\n3.1B(iii).\n\n              \"Joint Venture\" means a joint venture, partnership or\nother similar arrangement, whether in corporate, partnership or\nother legal form; provided that in no event shall any corporate\nSubsidiary of any Person be considered to be a Joint Venture to\nwhich such Person is a party.\n\n              \"Landlord Consent and Estoppel\" means, with respect to\nany Leasehold Property, a letter, certificate or other instrument\nin writing from the lessor under the related lease, satisfactory\nin form and substance to Administrative Agent, pursuant to which\nsuch lessor agrees, for the benefit of Administrative Agent, (i)\nthat without any further consent of such lessor or any further\naction on the part of the Loan Party holding such Leasehold\nProperty, such Leasehold Property may be encumbered pursuant to a\nMortgage and may be assigned to the purchaser at a foreclosure\nsale or in a transfer in lieu of such a sale (and to a subsequent\nthird party assignee if Administrative Agent, any Lender, or an\nAffiliate of either so acquires such Leasehold Property), (ii)\nthat such lessor shall not terminate such lease as a result of a\ndefault by such Loan Party thereunder without first giving\nAdministrative Agent notice of such default and at least 60 days\n(or, if such default cannot reasonably be cured by Administrative\nAgent within such period, such longer period as may reasonably be\nrequired) to cure such default, (iii) to the matters contained in\na Collateral Access Agreement, and (iv) to such other matters\nrelating to such Leasehold Property as Administrative Agent may\nreasonably request.\n\n              \"LC Reimbursement Amount\" has the meaning assigned to\nthat term in subsection 3.3B.\n\n              \"Lead Arranger\" means CIBC World Markets Corp.\n\n              \"Leasehold Property\" means any leasehold interest of\nany Loan Party as lessee under any lease of real property.\n\n              \"Lender\" and \"Lenders\" means the Persons identified as\n\"Lenders\" and listed on the signature pages of this Agreement,\ntogether with their successors and permitted assigns pursuant to\nsubsection 10.1; provided that the term \"Lenders\", when used in\nthe context of a particular Commitment, shall mean Lenders having\nthat Commitment.\n\n              \"Letter of Credit\" or \"Letters of Credit\" means any\nstandby letter of credit or similar instrument issued for the\npurpose of supporting (i) Indebtedness of Borrower or any of its\nSubsidiaries in respect of industrial revenue or development\nbonds or financings, (ii) workers' compensation liabilities of\nBorrower or any of its Subsidiaries, (iii) the obligations of\nthird party insurers of Borrower or any of its Subsidiaries\narising by virtue of the laws of any jurisdiction requiring third\nparty insurers, (iv) obligations with respect to Capital Leases\nor Operating Leases of Borrower or any of its Subsidiaries, and\n(v) performance, payment, deposit or surety obligations of\nBorrower or any of its Subsidiaries, in any case if required by\nlaw or governmental rule or regulation or in accordance with\ncustom and practice in the industry; provided that Letters of\nCredit may not be issued for the purpose of supporting (a) trade\npayables or (b) any Indebtedness constituting \"antecedent debt\"\n(as that term is used in Section 547 of the Bankruptcy Code).\n\n              \"Letter of Credit Usage\" means, as at any date of\ndetermination, the sum of (i) the maximum aggregate amount which\nis or at any time thereafter may become available for drawing\nunder all Letters of Credit then outstanding plus (ii) the\naggregate amount of all drawings under Letters of Credit honored\nby Issuing Lenders and not theretofore reimbursed out of the\nproceeds of Revolving Loans pursuant to subsection 3.3B or\notherwise reimbursed by Borrower.\n\n              \"LIBOR Loans\" means Loans bearing interest at rates\ndetermined by reference to Adjusted LIBOR as provided in\nsubsection 2.2A.\n\n              \"Lien\" means any lien, mortgage, pledge, assignment,\nsecurity interest, charge or encumbrance of any kind (including\nany conditional sale or other title retention agreement, any\nlease in the nature thereof, and any agreement to give any\nsecurity interest) and any option, trust or other preferential\narrangement having the practical effect of any of the foregoing.\n\n              \"Loan\" or \"Loans\" means one or more of the Tranche A\nTerm Loans, Tranche B Term Loans or Revolving Loans or any\ncombination thereof.\n\n              \"Loan Documents\" means this Agreement, the Notes, the\nLetters of Credit (and any applications for, or reimbursement\nagreements or other documents or certificates executed by\nBorrower in favor of an Issuing Lender relating to, the Letters\nof Credit), the Subsidiary Guaranty, the Master Confirmation and\nthe Collateral Documents.\n\n              \"Loan Party\" means each of Borrower and any of\nBorrower's Subsidiaries from time to time executing a Loan\nDocument, and \"Loan Parties\" means all such Persons,\ncollectively.\n\n              \"Margin Determination Certificate\" means an Officer's\nCertificate of Borrower delivered (a) with respect to each Fiscal\nQuarter (other than each fourth Fiscal Quarter), together with\nthe three most recent financial statements required pursuant to\nsubsection 6.1(ii), and (b) with respect to each fourth Fiscal\nQuarter, within 45 days of the last day of such fourth Fiscal\nQuarter, setting forth in reasonable detail the Consolidated\nTotal Leverage Ratio that is applicable as of the last day of the\nfiscal period for which such financial statements and Officer's\nCertificate are being delivered.\n\n              \"Margin Stock\" has the meaning assigned to that term in\nRegulation U of the Board of Governors of the Federal Reserve\nSystem as in effect from time to time.\n\n              \"Maryland Landlord's Estoppel Certificate\" means that\ncertain Landlord's Estoppel Certificate, dated September 19,\n2002, by and among Robert E. Hawkins, Joan O. Hawkins and Seller\nrelating to the leased property located at the \"Sugarland\" Sod\nFarm situated on the north side of Route 107, Poolsville,\nMaryland, in the form delivered to Administrative Agent and\nLenders prior to their execution of this Agreement.\n\n              \"Maryland Lease Assignment and Assumption Agreement\"\nmeans that certain Lease Assignment and Assumption Agreement by\nand among Seller and Newco, dated November 1, 2002, relating to\nthe leased property located at the \"Sugarland\" Sod Farm situated\non the north side of Route 107, Poolsville, Maryland, in the form\ndelivered to Administrative Agent and Lenders prior to their\nexecution of this Agreement.\n\n              \"Maryland Property\" has the meaning assigned to that\nterm in subsection 4.1M(ii).\n\n              \"Master Confirmation\" means the Acknowledgement and\nConsent to be executed and delivered by Borrower and the\nSubsidiary Guarantors on the Effective Date, substantially in the\nform of Exhibit XXIV annexed hereto.\n\n              \"Material Adverse Effect\" means any act, omission,\nsituation, circumstance, event or undertaking which could\nreasonably be expected to have, singly or in any combination with\none or more other acts, omissions, situations, circumstances,\nevents or undertakings, a materially adverse effect upon (a) the\nbusiness, assets, properties, liabilities, condition (financial\nor otherwise), results of operations or business prospects of\nBorrower and its Subsidiaries taken as a whole, (b) the value of\nthe whole or any material part of the Collateral, or the\nenforceability or priority of the security interest in the\nCollateral, (c) the respective ability of Borrower or any of the\nother Loan Parties to perform any obligations under this\nAgreement or any other Loan Document to which it is a party, or\n(d) the legality, validity, binding effect, enforceability or\nadmissibility into evidence of any Loan Document or the rights or\nremedies of Administrative Agent or Lenders under or in\nconnection with any Loan Document.\n\n              \"Material Contract\" means any contract, indenture,\nmortgage, deed of trust, undertaking, agreement, instrument or\nother arrangement, whether written or oral, (a) having annual\nrevenues in excess of $5,000,000, if Borrower or any of its\nSubsidiaries is a provider of services, and (b) having remaining\npayments in excess of $1,000,000, if Borrower or any of its\nSubsidiaries is the recipient of services, inventory, materials\nor other goods.\n\n              \"Material Leasehold Property\" means a Leasehold\nProperty reasonably determined by Administrative Agent to be of\nmaterial value as Collateral or of material importance to the\noperations of Borrower or any of its Subsidiaries; provided,\nhowever, no Leasehold Property with respect to which the\naggregate amount of all rents payable during any one Fiscal Year\nnever exceeds $500,000 shall be a \"Material Leasehold Property\".\n\n              \"Metric\" means Metric Systems Corporation, a Florida\ncorporation.\n\n              \"Minimum Amount\" means, with respect to each of the\nfollowing actions, the minimum amount and any multiples in excess\nthereof set forth opposite such action:<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7001,7871],"corporate_contracts_industries":[9415,9474],"corporate_contracts_types":[9561,9560],"class_list":["post-40973","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-canadian-imperial-bank-of-commerce","corporate_contracts_companies-integrated-defense-technologies-inc","corporate_contracts_industries-financial__banks","corporate_contracts_industries-aerospace__ordnance","corporate_contracts_types-finance__credit","corporate_contracts_types-finance"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40973","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40973"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40973"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40973"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40973"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}