ESCROW AGREEMENTCredit Agreement • March 23rd, 2012 • Atlas Merger Subsidiary, Inc. • Services-management consulting services • Virginia
CREDIT AGREEMENT, dated as of [ ], 2012, among SALIENT FEDERAL SOLUTIONS, INC., a Delaware corporation (the “Borrower”), SALIENT SOLUTIONS, INC., a Delaware corporation (the “Parent”), each of those Domestic Subsidiaries of the Borrower identified as a “Guarantor” on the signature pages hereto and such other Domestic Subsidiaries of the Borrower as may from time to time become a party hereto (together with the Parent, each a “Guarantor” and collectively, the “Guarantors”), the Lenders (as hereinafter defined) from time to time party hereto, and CITIZENS BANK OF PENNSYLVANIA, as administrative agent for the Lenders hereunder (in such capacity, the “Administrative Agent”).
February 17, 2012Atlas Merger Subsidiary, Inc. • February 28th, 2012 • Services-management consulting services
This letter agreement sets forth the commitment of each of the parties set forth on Exhibit A attached hereto (the “Investors”), subject to the terms and conditions hereof, to purchase membership interests of Salient Solutions, LLC, a Delaware limited liability company (“Investor LLC”), and Investor LLC’s commitment, subject to the terms and conditions hereof, to purchase shares of Salient Solutions, Inc. (“Holdco”) and Holdco’s commitment, subject to the terms and conditions hereof, to purchase shares of Parent (as defined below). It is contemplated that pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), to be dated on or about February 21, 2012, among Salient Federal Solutions, Inc., a Delaware corporation and direct subsidiary of Holdco (“Parent”), Atlas Merger Subsidiary, Inc., a Delaware corporation and direct subsidiary of Parent (“Merger Sub”) and ATS Corporation, a Delaware corporation (the “Company”), Parent shall acquire the Company through a cash tender o
ATS CorporationAtlas Merger Subsidiary, Inc. • February 28th, 2012 • Services-management consulting services
This will confirm that we have agreed that the first sentence of paragraph 5 of such letter is hereby amended to read as follows: “At any time on or after November 11, 2011, ATS may deliver written notice to Salient terminating this Agreement as provided in this paragraph (the “Termination Notice”).
LIMITED GUARANTYLimited Guaranty • February 28th, 2012 • Atlas Merger Subsidiary, Inc. • Services-management consulting services • Delaware
LIMITED GUARANTY, dated as of February 21, 2012 (this “Limited Guaranty”), by Frontenac IX Private Capital Limited Partnership, Frontenac IX Private Capital A Limited Partnership and Frontenac IX Private Capital (Cayman) Limited Partnership (collectively, the “Guarantors” and each, a “Guarantor”), in favor of ATS Corporation, a Delaware corporation (the “Guaranteed Party”).
ESCROW AGREEMENTNote Purchase Agreement • March 23rd, 2012 • Atlas Merger Subsidiary, Inc. • Services-management consulting services • Pennsylvania
THIS AGREEMENT IS SUBJECT TO THE SUBORDINATION AND INTERCREDITOR AGREEMENT OF EVEN DATE HEREWITH AMONG PNC CAPITAL FINANCE, LLC AND CITIZENS BANK OF PENNSYLVANIA, AS ACKNOWLEDGED BY CERTAIN OBLIGOR PARTIES, WHICH, AMONG OTHER THINGS, CONTAINS PROVISIONS SUBORDINATING THE OBLIGATIONS OF THE BORROWER TO THE INVESTORS TO BORROWER’S OBLIGATIONS TO THE HOLDERS OF THE SENIOR DEBT (AS DEFINED IN SAID AGREEMENT), TO WHICH PROVISIONS THE INVESTORS, BY ACCEPTANCE HEREOF, AGREE.
