Common use of Interest rate option Clause in Contracts

Interest rate option. [ ] a. Base Rate Loan(s) [ ] b. Eurodollar Rate Loans with an initial Interest Period of month(s) The proceeds of such Loans are to be deposited in Company’s account at . The undersigned officer, to the best of his or her knowledge, certifies on behalf of Company that: (i) The [Specified Representations]1 [representations and warranties] contained in the Credit Agreement and the other Loan Documents are true, correct and complete in all material respects on and as of the date hereof to the same extent as though made on and as of the date hereof, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties were true, correct and complete in all material respects on and as of such earlier date; provided that, if a representation and warranty is qualified as to materiality, the materiality qualifier set forth above shall be disregarded with respect to such representation and warranty for purposes of this condition; (ii) [The representations in the Merger Agreement that (A) are material to the interests of the Lenders and solely to the extent that Holdings has the right to terminate its obligations as a result of the breach thereof, are true and correct as of the date of the Merger Agreement and as of the Closing Date, as though made on and as of the Closing Date, and (B) are made as of a specific date shall be true and correct as of such date, in each case except where the failure of such representations or warranties to be true and correct (without giving effect to any limitation as to “Material Adverse Effect”, “in all material respects”, “in any material respect”, “material” or “materially” set forth in such representations and warranties) does not have and would not reasonably be expected to have, individually or in the aggregate, a Merger MAC]2; and (iii) No event has occurred and is continuing or would result from the consummation of the borrowing contemplated hereby that would constitute an Event of Default or a Potential Event of Default. DATED: [STEALTH ACQUISITION CORP. (to be merged with and into SAFENET, INC.), By: Name: Title:]3 1 This language should be selected only in connection with the borrowing on the Closing Date. 2 This language should be selected only in connection with the borrowing on the Closing Date. 3 To be executed by Stealth Acquisition Corp. with respect to Borrowings on the Closing Date. By: Name: Title:] 4 4 To be executed by SafeNet, Inc. with respect to Borrowings after the Closing Date. Pursuant to that certain First Lien Credit Agreement dated as of April 12, 2007, as amended, supplemented or otherwise modified to the date hereof (said First Lien Credit Agreement, as so amended, supplemented or otherwise modified, being the “Credit Agreement”, the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among SafeNet, Inc., a Delaware corporation (as successor in interest to Stealth Acquisition Corp.) (“Company”), Vector Stealth Holdings II, L.L.C., a Delaware limited liability company, the financial institutions listed therein as Lenders, and Deutsche Bank Trust Company Americas, as administrative agent and collateral agent for Lenders, this represents Company’s request to convert or continue Loans as follows: 1. Date of conversion/continuation: , 2. Amount of Loans being converted/continued: $ 3. Type of Loans being converted/continued: [ ] a. Term Loans [ ] b. Revolving Loans 4. Nature of conversion/continuation: [ ] a. Conversion of Base Rate Loans to Eurodollar Rate Loans [ ] b. Conversion of Eurodollar Rate Loans to Base Rate Loans [ ] c. Continuation of Eurodollar Rate Loans as such 5. If Loans are being continued as or converted to Eurodollar Rate Loans, the duration of the new Interest Period that commences on the conversion/continuation date: month(s) In the case of a conversion to or continuation of Eurodollar Rate Loans, the undersigned officer, to the best of his or her knowledge, certifies on behalf of the Company that no Event of Default has occurred and is continuing under the Credit Agreement. DATED: SAFENET, INC. By: Name: Title: Pursuant to that certain First Lien Credit Agreement dated as of April 12, 2007, as amended, supplemented or otherwise modified to the date hereof (said First Lien Credit Agreement, as so amended, supplemented or otherwise modified, being the “Credit Agreement”, the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among SafeNet, Inc., a Delaware corporation (as successor in interest to Stealth Acquisition Corp.) (“Company”), Vector Stealth Holdings II, L.L.C., a Delaware limited liability company, the financial institutions listed therein as Lenders, and Deutsche Bank Trust Company Americas, as administrative agent (“Administrative Agent”) for Lenders and as collateral agent for Lenders, this represents Company’s request for the issuance of a Letter of Credit by [Administrative Agent][name of other Lender] as follows: 1. Issuing Lender: [Administrative Agent] [ ] 2. Date of issuance of Letter of Credit: ,

Interest rate option. [ ] a. Base Rate Loan(s) [ ] b. Eurodollar Rate Loans with an initial Interest Period of ____________ month(s) The proceeds of such Loans are to be deposited in Company’s account at _________________. The undersigned officer, to the best of his or her knowledge, certifies on behalf of Company that: (i) The [Specified Representations]1 [representations and warranties] contained in the Credit Agreement and the other Loan Documents are true, true and correct and complete in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the date hereof to the same extent as though made on and as of the date hereof, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties were true, true and correct and complete in all material respects on and as of such earlier date; provided that, if a representation and warranty is qualified as to materiality, the materiality qualifier set forth above shall be disregarded with respect to such representation and warranty for purposes of this condition; (ii) [The the representations made by or with respect to the Target in the Merger Agreement that (A) are material to the interests of the Lenders and solely to the extent that Holdings has the right to terminate its obligations as a result of the breach thereof, are true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Company Material Adverse Effect” shall be true and correct in all respects) as of the date of the Merger Agreement (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Company Material Adverse Effect” shall be true and correct in all respects) on and as of such earlier date) and as of the Closing Date, as though made on and as of the Closing Date, and (B) are made as of a specific date shall be true and correct as of such date, in each case except where the failure of such representations or warranties to be true and correct (without giving effect to any limitation as to “Material Adverse Effect”, “in all material respects”, “in any material respect”, “material” or “materially” set forth in such representations and warranties) does not have and would not reasonably be expected to have, individually or in the aggregate, a Merger MAC]2] 2; and (iii) No event has occurred and is continuing or would result from the consummation of the borrowing contemplated hereby that would constitute an Event of Default or a Potential Event of Default. DATED: [STEALTH ACQUISITION CORP. (to be merged with and into SAFENET, INC.), By: Name: Title:]3 Title:] 3 1 This language should be selected only in connection with the borrowing on the Closing Date. 2 This language should be selected only in connection with the borrowing on the Closing Date. 3 To be executed by Stealth Acquisition Corp. with respect to Borrowings on the Closing Date. By: Name: Title:] 4 4 To be executed by SafeNet, Inc. with respect to Borrowings after the Closing Date. Pursuant to that certain First Lien Credit Agreement dated as of April 12, 2007, as amended, supplemented or otherwise modified to the date hereof (said First Lien Credit Agreement, as so amended, supplemented or otherwise modified, being the “Credit Agreement”, the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among SafeNet, Inc., a Delaware corporation (as successor in interest to Stealth Acquisition Corp.) (“Company”), Vector Stealth Holdings II, L.L.C., a Delaware limited liability company, the financial institutions listed therein as Lenders, and Deutsche Bank Trust Company Americas, as administrative agent and collateral agent for Lenders, this represents Company’s request to convert or continue Loans as follows: 1. Date of conversion/continuation: , 2. Amount of Loans being converted/continued: $ 3. Type of Loans being converted/continued: [ ] a. Term Loans [ ] b. Revolving Loans 4. Nature of conversion/continuation: [ ] a. Conversion of Base Rate Loans to Eurodollar Rate Loans [ ] b. Conversion of Eurodollar Rate Loans to Base Rate Loans [ ] c. Continuation of Eurodollar Rate Loans as such 5. If Loans are being continued as or converted to Eurodollar Rate Loans, the duration of the new Interest Period that commences on the conversion/continuation date: month(s) In the case of a conversion to or continuation of Eurodollar Rate Loans, the undersigned officer, to the best of his or her knowledge, certifies on behalf of the Company that no Event of Default has occurred and is continuing under the Credit Agreement. DATED: SAFENET, INC. By: Name: Title: Pursuant to that certain First Lien Credit Agreement dated as of April 12, 2007, as amended, supplemented or otherwise modified to the date hereof (said First Lien Credit Agreement, as so amended, supplemented or otherwise modified, being the “Credit Agreement”, the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among SafeNet, Inc., a Delaware corporation (as successor in interest to Stealth Acquisition Corp.) (“Company”), Vector Stealth Holdings II, L.L.C., a Delaware limited liability company, the financial institutions listed therein as Lenders, and Deutsche Bank Trust Company Americas, as administrative agent (“Administrative Agent”) for Lenders and as collateral agent for Lenders, this represents Company’s request for the issuance of a Letter of Credit by [Administrative Agent][name of other Lender] as follows: 1. Issuing Lender: [Administrative Agent] [ ] 2. Date of issuance of Letter of Credit: ,.

Interest rate option. [ ] a. Base Rate Loan(s) [ ] b. Eurodollar Rate Loans with an initial Interest Period of month(s) The proceeds of such Loans are to be deposited in Company’s account at . The undersigned officer, to the best of his or her knowledge, certifies on behalf of Company that: (i) The [Specified Representations]1 [representations and warranties] Representations contained in the Credit Agreement and the other Loan Documents are true, correct and complete in all material respects on and as of the date hereof to the same extent as though made on and as of the date hereof, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties were true, correct and complete in all material respects on and as of such earlier date; provided that, if a representation and warranty is qualified as to materiality, the materiality qualifier set forth above shall be disregarded with respect to such representation and warranty for purposes of this condition; (ii) [The representations in the Merger Agreement that (A) are material to the interests of the Lenders and solely to the extent that Holdings has the right to terminate its obligations as a result of the breach thereof, are true and correct as of the date of the Merger Agreement and as of the Closing Date, as though made on and as of the Closing Date, and (B) are made as of a specific date shall be true and correct as of such date, in each case except where the failure of such representations or warranties to be true and correct (without giving effect to any limitation as to “Material Adverse Effect”, “in all material respects”, “in any material respect”, “material” or “materially” set forth in such representations and warranties) does not have and would not reasonably be expected to have, individually or in the aggregate, a Merger MAC]2MAC; and (iii) No event has occurred and is continuing or would result from the consummation of the borrowing contemplated hereby that would constitute an Event of Default or a Potential Event of Default. DATED: [STEALTH ACQUISITION CORP. (to be merged with and into SAFENET, INC.), By: Name: Title:]3 Title:]1 [SAFENET, INC. By: Name: Title:]2 1 This language should be selected only in connection with the borrowing on the Closing Date. 2 This language should be selected only in connection with the borrowing on the Closing Date. 3 To be executed by Stealth Acquisition Corp. Corp, with respect to Borrowings on the Closing Date. By: Name: Title:] 4 4 2 To be executed by SafeNet, Inc. with respect to Borrowings after the Closing Date. Pursuant to that certain First Second Lien Credit Agreement dated as of April 12, 2007, as amended, supplemented or otherwise modified to the date hereof (said First Second Lien Credit Agreement, as so amended, supplemented or otherwise modified, being the “Credit Agreement”, the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among SafeNet, Inc., a Delaware corporation (as successor in interest to Stealth Acquisition Corp.) (“Company”), Vector Stealth Holdings II, L.L.C., a Delaware limited liability company, the financial institutions listed therein as Lenders, and Deutsche Bank Trust Company Americas, as administrative agent and collateral agent for Lenders, this represents Company’s request to convert or continue Loans as follows: 1. Date of conversion/continuation: , 2. Amount of Loans being converted/continued: $ 3. Type of Loans being converted/continued: [ ] a. Term Loans [ ] b. Revolving Loans 4. Nature of conversion/continuation: [ ] a. Conversion of Base Rate Loans to Eurodollar Rate Loans [ ] b. Conversion of Eurodollar Rate Loans to Base Rate Loans [ ] c. Continuation of Eurodollar Rate Loans as such 54. If Loans are being continued as or converted to Eurodollar Rate Loans, the duration of the new Interest Period that commences on the conversion/continuation date: month(s) In the case of a conversion to or continuation of Eurodollar Rate Loans, the undersigned officer, to the best of his or her knowledge, certifies on behalf of the Company that no Event of Default has occurred and is continuing under the Credit Agreement. DATED: SAFENET, INC. By: Name: Title: Pursuant to that certain First Second Lien Credit Agreement dated as of April 12, 2007, as amended, supplemented or otherwise modified to the date hereof (said First Second Lien Credit Agreement, as so amended, supplemented or otherwise modified, being the “Credit Agreement”, the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among SafeNet, Inc., a Delaware corporation (as successor in interest to Stealth Acquisition Corp.) (“Company”), Vector Stealth Holdings II, L.L.C., a Delaware limited liability companycompany (“Holdings”), the financial institutions listed therein as Lenders (“Lenders”), and Deutsche Bank Trust Company Americas, as administrative agent (“Administrative Agent”) for Lenders and as collateral agent for Lenders, this represents Company’s request for the issuance notice of a Letter of Credit by [Administrative Agent][name of other Lender] prepayment as follows: 1. Issuing Lender: [Administrative Agent] [ ] 2. Date of issuance of Letter of Credit: ,

Interest rate option. [ ] o a. Base Rate Loan(s) [ ] o b. Eurodollar Rate Loans with an initial Interest Period of month(s) The proceeds of such Loans are to be deposited in [details of the Company’s account at account]. The undersigned officer, to the best of his or her knowledgeknowledge and in his or her official (and not individual) capacity, certifies on behalf of and Company certify that: (i) The [Specified Representations]1 [representations and warranties] warranties contained in the Credit Agreement and the other Loan Documents are true, correct and complete in all material respects on and as of the date hereof to the same extent as though made on and as of the date hereof, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties were true, correct and complete in all material respects on and as of such earlier date; provided provided, that, if a representation and warranty is qualified as to materiality, the materiality qualifier set forth above shall be disregarded with respect to such representation and warranty the materiality qualifier set forth in this paragraph shall be disregarded for purposes of this condition; (ii) [The representations in the Merger Agreement that (A) are material to the interests of the Lenders and solely to the extent that Holdings has the right to terminate its obligations as a result of the breach thereof, are true and correct as of the date of the Merger Agreement and as of the Closing Date, as though made on and as of the Closing Date, and (B) are made as of a specific date shall be true and correct as of such date, in each case except where the failure of such representations or warranties to be true and correct (without giving effect to any limitation as to “Material Adverse Effect”, “in all material respects”, “in any material respect”, “material” or “materially” set forth in such representations and warranties) does not have and would not reasonably be expected to have, individually or in the aggregate, a Merger MAC]2; and (iii) No event has occurred and is continuing or would result from the consummation of the borrowing contemplated hereby that would constitute an Event of Default or a Potential Event of Default; and (iii) Each Loan Party has performed in all material respects all agreements and satisfied all conditions which the Credit Agreement provides shall be performed or satisfied by it on or before the date hereof. DATED: [STEALTH ACQUISITION CORP. (to be merged with and into SAFENETFTD, INC.), By: Name: Title:]3 1 This language should be selected only in connection with the borrowing on the Closing Date. 2 This language should be selected only in connection with the borrowing on the Closing Date. 3 To be executed by Stealth Acquisition Corp. with respect to Borrowings on the Closing Date. By: NameTitle: Title:] 4 4 To be executed by SafeNet, Inc. with respect to Borrowings after the Closing Date. Pursuant to that certain First Lien Credit Agreement dated as of April 12July 28, 20072006, as amended, supplemented or otherwise modified to the date hereof (said First Lien Credit Agreement, as so amended, supplemented or otherwise modified, being the “Credit Agreement”, the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among SafeNetFTD, Inc., a Delaware corporation (corporation, as successor in interest to Stealth Acquisition Corp.) borrower (“Company”), Vector Stealth Holdings II, L.L.C., a Delaware limited liability company, the financial institutions lenders listed therein as Lenders (“Lenders”), Xxxxx Fargo Bank, N.A., as Administrative Agent (“Administrative Agent”), and Deutsche Bank Trust Company Americas, as administrative agent and collateral agent for Lendersthe other agents listed therein, this represents Company’s request to convert or continue Loans as follows: 1. Date of conversion/continuation: , 2. Amount of Loans being converted/continued: $ 3. Type of Loans being converted/continued: [ ] : o a. Term Loans [ ] Loans o b. Revolving Loans 4. Nature of conversion/continuation: [ ] : o a. Conversion of Base Rate Loans to Eurodollar Rate Loans [ ] o b. Conversion of Eurodollar Rate Loans to Base Rate Loans [ ] o c. Continuation of Eurodollar Rate Loans as such 5. If Loans are being continued as or converted to Eurodollar Rate Loans, the duration of the new Interest Period that commences on the conversion/conversion/ continuation date: month(s) In the case of a conversion to or continuation of Eurodollar Rate Loans, the undersigned officer, to the best of his or her knowledgeknowledge and in his or her official (and not individual) capacity, certifies on behalf of the and Company certify that no Event of Default or Potential Event of Default has occurred and is continuing under the Credit Agreement. DATED: SAFENETFTD, INC. By: Name: Title: Pursuant to that certain First Lien Credit Agreement dated as of April 12July 28, 20072006, as amended, supplemented or otherwise modified to the date hereof (said First Lien Credit Agreement, as so amended, supplemented or otherwise modified, being the “Credit Agreement”, the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among SafeNetFTD, Inc., a Delaware corporation (corporation, as successor in interest to Stealth Acquisition Corp.) borrower (“Company”), Vector Stealth Holdings II, L.L.C., a Delaware limited liability company, the financial institutions lenders listed therein as Lenders (“Lenders”), and Deutsche Bank Trust Company AmericasXxxxx Fargo Bank, N.A., as administrative agent Administrative Agent (“Administrative Agent”) for Lenders ), and as collateral agent for Lendersthe other agents listed therein, this represents Company’s request for the issuance of a Letter of Credit by [Administrative Agent][name of other Lender] as follows: 1. Issuing Lender: [Administrative Agent] [ ] 2. Date of issuance of Letter of Credit: ,

Interest rate option. [ ] ¨ a. Base Rate Loan(s) [ ] ¨ b. Eurodollar Eurocurrency Rate Loans with an initial Interest Period of month(s) The proceeds of such Loans are to be be: ¨ a. deposited in Company’s [Company’s][Co-Borrower’s] account at . the Funding and Payment Office; or ¨ b. transferred to [Company][Co-Borrower] via wire transfer in accordance with the following instructions: The undersigned officerOfficer, to the best of his or her knowledge, certifies on behalf of Company [Company][Co-Borrower] that: (i) The [Specified Representations]1 [representations and warranties] warranties contained in the Credit Agreement and the other Loan Documents (excluding the representation appearing in Section 5.4 of the Credit Agreement) are true, correct and complete in all material respects on and as of the date hereof Funding Date to the same extent as though made on and as of the date hereofFunding Date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties were true, correct and complete in all material respects on and as of such earlier date; provided provided, that, if a representation and warranty is qualified as to materiality, with respect to such representation and warranty the materiality qualifier set forth above shall be disregarded with respect to such representation and warranty for purposes of this condition; (ii) [The representations in the Merger Agreement that (A) are material to the interests of the Lenders and solely to the extent that Holdings has the right to terminate its obligations as a result of the breach thereof, are true and correct as of the date of the Merger Agreement and as of the Closing Date, as though made on and as of the Closing Date, and (B) are made as of a specific date shall be true and correct as of such date, in each case except where the failure of such representations or warranties to be true and correct (without giving effect to any limitation as to “Material Adverse Effect”, “in all material respects”, “in any material respect”, “material” or “materially” set forth in such representations and warranties) does not have and would not reasonably be expected to have, individually or in the aggregate, a Merger MAC]2; and (iiiii) No event has occurred and is continuing or would result from the consummation of the borrowing contemplated hereby that would constitute an Event of Default or a Potential Event of Default. DATED: [STEALTH ACQUISITION CORP. (to be merged with and into SAFENET, INC.), HEXCEL CORPORATION] By: NameTitle: Title:]3 1 This language should be selected only in connection with the borrowing on the Closing Date. 2 This language should be selected only in connection with the borrowing on the Closing Date. 3 To be executed by Stealth Acquisition Corp. with respect to Borrowings on the Closing Date. ByTo: Name: Title:] 4 4 To be executed by SafeNetCitizens Bank, Inc. with respect to Borrowings after the Closing Date. National Association, as Administrative Agent Pursuant to that certain First Lien Credit Agreement dated as of April 12June 9, 20072016, as amended, restated, supplemented or otherwise modified to the date hereof (said First Lien Credit Agreement, as so amended, restated, supplemented or otherwise modified, being the “Credit Agreement”, the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among SafeNet, Inc.Hexcel Corporation, a Delaware corporation (as successor in interest to Stealth Acquisition Corp.) (“Company”), Vector Stealth Hexcel Holdings II, L.L.C.Luxembourg S.à x.x., a Delaware limited liability companysociété à responsabilité limitée duly incorporated and validly existing under the laws of the Grand-Duchy of Luxembourg (“Co-Borrower” and together with Company, the “Borrowers” and each a “Borrower”), the financial institutions listed therein from time to time party thereto as Lenders (“Lenders”), and Deutsche Bank Trust Company AmericasCitizens Bank, National Association, as administrative agent and collateral agent for LendersAdministrative Agent (“Administrative Agent”), this represents Companythe undersigned Borrower’s request to convert or continue Loans as follows: 1. Date of conversion/continuation: ,: 2. Amount of Loans being converted/continued: $ 3. Type of Loans being converted/continued: [ ] a. Term Loans [ ] b. Revolving Loans 4. Nature of conversion/continuation: [ ] a. Conversion of Base Rate Loans to Eurodollar Rate Loans [ ] b. Conversion of Eurodollar Rate Loans to Base Rate Loans [ ] c. Continuation of Eurodollar Rate Loans as such 5. If Loans are being continued as or converted to Eurodollar Rate Loans, the duration of the new Interest Period that commences on the conversion/continuation date: month(s) In the case of a conversion to or continuation of Eurodollar Rate Loans, the undersigned officer, to the best of his or her knowledge, certifies on behalf of the Company that no Event of Default has occurred and is continuing under the Credit Agreement. DATED: SAFENET, INC. By: Name: Title: Pursuant to that certain First Lien Credit Agreement dated as of April 12, 2007, as amended, supplemented or otherwise modified to the date hereof (said First Lien Credit Agreement, as so amended, supplemented or otherwise modified, being the “Credit Agreement”, the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among SafeNet, Inc., a Delaware corporation (as successor in interest to Stealth Acquisition Corp.) (“Company”), Vector Stealth Holdings II, L.L.C., a Delaware limited liability company, the financial institutions listed therein as Lenders, and Deutsche Bank Trust Company Americas, as administrative agent (“Administrative Agent”) for Lenders and as collateral agent for Lenders, this represents Company’s request for the issuance of a Letter of Credit by [Administrative Agent][name of other Lender] as follows: 1. Issuing Lender: [Administrative Agent] [ ] 2. Date of issuance of Letter of Credit: ,

Interest rate option. [ ] ¨ a. Base Rate Loan(s) [ ] ¨ b. Eurodollar Rate Loans with an initial Interest Period of month(s) The proceeds of such Loans are to be deposited in Company’s account at Administrative Agent or in such other account as may be designated by Company from time to time. The undersigned officer, to the best of his or her knowledge, certifies on behalf of and Company certify that: (i) The [Specified Representations]1 [representations and warranties] warranties contained in the Credit Agreement and the other Loan Documents are true, correct and complete in all material respects on and as of the date hereof to the same extent as though made on and as of the date hereof, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties were true, correct and complete in all material respects on and as of such earlier date; provided provided, that, if a representation and warranty is qualified as to materiality, with respect to such representation and warranty the materiality qualifier set forth above shall be disregarded with respect to such representation and warranty for purposes of this condition; (ii) [The representations in the Merger Agreement that (A) are material to the interests of the Lenders and solely to the extent that Holdings has the right to terminate its obligations as a result of the breach thereof, are true and correct as of the date of the Merger Agreement and as of the Closing Date, as though made on and as of the Closing Date, and (B) are made as of a specific date shall be true and correct as of such date, in each case except where the failure of such representations or warranties to be true and correct (without giving effect to any limitation as to “Material Adverse Effect”, “in all material respects”, “in any material respect”, “material” or “materially” set forth in such representations and warranties) does not have and would not reasonably be expected to have, individually or in the aggregate, a Merger MAC]2; and (iii) No event has occurred and is continuing or would result from the consummation of the borrowing contemplated hereby that would constitute an Event of Default or a Potential Event of Default; and (iii) Each Loan Party has performed in all material respects all agreements and satisfied all conditions which the Credit Agreement provides shall be performed or satisfied by it on or before the date hereof. DATED: [STEALTH ACQUISITION CORP. (to be merged with and into SAFENETXXXX’X XXXXX STEAK HOUSE, INC.), By: Name: Title:]3 1 This language should be selected only in connection with the borrowing on the Closing Date. 2 This language should be selected only in connection with the borrowing on the Closing Date. 3 To be executed by Stealth Acquisition Corp. with respect to Borrowings on the Closing Date. By: Name: Title:] 4 4 To be executed by SafeNet, Inc. with respect to Borrowings after the Closing Date. : Pursuant to that certain First Lien Amended and Restated Credit Agreement dated as of April 12[February __], 20072008, as amended, restated, supplemented or otherwise modified to the date hereof (said First Lien Amended and Restated Credit Agreement, as so amended, restated, supplemented or otherwise modified, being the “Credit Agreement”, the ; capitalized terms defined therein and not otherwise defined herein being used herein as therein defined), by and among SafeNetXXXX’X XXXXX STEAK HOUSE, Inc.INC., a Delaware corporation (as successor in interest to Stealth Acquisition Corp.) (“Company”), Vector Stealth Holdings II, L.L.C., a Delaware limited liability company, the financial institutions listed therein from time to time party thereto as Lenders, and Deutsche Bank Trust Company AmericasXXXXX FARGO BANK, NATIONAL ASSOCIATION, as administrative agent and collateral agent for LendersAdministrative Agent (“Administrative Agent”), this represents Company’s request to convert or continue Loans as follows: 1. Date of conversion/continuation: , 2. Amount of Revolving Loans being converted/continued: $ 3. Type of Loans being converted/continued: [ ] a. Term Loans [ ] b. Revolving Loans 4. Nature of conversion/continuation: [ ] : ¨ a. Conversion of Base Rate Loans to Eurodollar Rate Loans [ ] ¨ b. Conversion of Eurodollar Rate Loans to Base Rate Loans [ ] ¨ c. Continuation of Eurodollar Rate Loans as such 54. If Revolving Loans are being continued as or converted to Eurodollar Rate Loans, the duration of the new Interest Period that commences on the conversion/continuation date: month(s) In the case of a conversion to or continuation of Eurodollar Rate Loans, the undersigned officer, to the best of his or her knowledge, certifies on behalf of the and Company certify that no Event of Default or Potential Event of Default has occurred and is continuing under the Credit Agreement. DATED: SAFENETXXXX’X XXXXX STEAK HOUSE, INC. By: Name: Title: II-1 Notice of Conversion/Continuation Pursuant to that certain First Lien Amended and Restated Credit Agreement dated as of April 12[February __], 20072008, as amended, restated, supplemented or otherwise modified to the date hereof (said First Lien Amended and Restated Credit Agreement, as so amended, restated, supplemented or otherwise modified, being the “Credit Agreement”, the ; capitalized terms defined therein and not otherwise defined herein being used herein as therein defined), by and among SafeNetXXXX’X XXXXX STEAK HOUSE, Inc.INC., a Delaware corporation (as successor in interest to Stealth Acquisition Corp.) (“Company”), Vector Stealth Holdings II, L.L.C., a Delaware limited liability company, the financial institutions listed therein from time to time party thereto as Lenders, and Deutsche Bank Trust Company AmericasXXXXX FARGO BANK, NATIONAL ASSOCIATION, as administrative agent Administrative Agent (“Administrative Agent”) for Lenders and as collateral agent for Lenders), this represents Company’s request for the issuance of a Letter of Credit by [Administrative Agent][name of other Lender] Xxxxx Fargo as follows: 1. Issuing Lender: [Administrative Agent] [ ] 2. Date of issuance of Letter of Credit: ,

Interest rate option. [ ] o a. Base Rate Loan(s) [ ] ) o b. Eurodollar Eurocurrency Rate Loans with an initial Interest Period of month(s) The proceeds of such Loans are to be be: o a. deposited in Company’s [Company’s][Co-Borrower’s] account at the Funding and Payment Office; or o b. transferred to [Company][Co-Borrower] via wire transfer in accordance with the following instructions: . The undersigned officerOfficer, to the best of his or her knowledge, certifies on behalf of Company [Company][Co-Borrower] that: (i) The [Specified Representations]1 [representations and warranties] warranties contained in the Credit Agreement and the other Loan Documents are true, correct and complete in all material respects on and as of the date hereof Funding Date to the same extent as though made on and as of the date hereofFunding Date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties were true, correct and complete in all material respects on and as of such earlier date; provided provided, that, if a representation and warranty is qualified as to materiality, with respect to such representation and warranty the materiality qualifier set forth above shall be disregarded with respect to such representation and warranty for purposes of this condition; (ii) [The representations in the Merger Agreement that (A) are material to the interests of the Lenders and solely to the extent that Holdings has the right to terminate its obligations as a result of the breach thereof, are true and correct as of the date of the Merger Agreement and as of the Closing Date, as though made on and as of the Closing Date, and (B) are made as of a specific date shall be true and correct as of such date, in each case except where the failure of such representations or warranties to be true and correct (without giving effect to any limitation as to “Material Adverse Effect”, “in all material respects”, “in any material respect”, “material” or “materially” set forth in such representations and warranties) does not have and would not reasonably be expected to have, individually or in the aggregate, a Merger MAC]2; and (iiiii) No event has occurred and is continuing or would result from the consummation of the borrowing contemplated hereby that would constitute an Event of Default or a Potential Event of Default. DATED: [STEALTH ACQUISITION CORP. (to be merged with and into SAFENET, INC.), HEXCEL CORPORATION] By: NameTitle: Title:]3 1 This language should be selected only in connection with the borrowing on the Closing Date. 2 This language should be selected only in connection with the borrowing on the Closing Date. 3 To be executed by Stealth Acquisition Corp. with respect to Borrowings on the Closing Date. ByTo: Name: Title:] 4 4 To be executed by SafeNetBank of America, Inc. with respect to Borrowings after the Closing Date. N.A., as Administrative Agent Pursuant to that certain First Lien Credit Agreement dated as of April 12July 9, 20072010, as amended, restated, supplemented or otherwise modified to the date hereof (said First Lien Credit Agreement, as so amended, restated, supplemented or otherwise modified, being the “Credit Agreement”, the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among SafeNet, Inc.Hexcel Corporation, a Delaware corporation (as successor in interest to Stealth Acquisition Corp.) (“Company”), Vector Stealth Hexcel Holdings II, L.L.C.SASU, a Delaware limited liability companysociété par actions simplifiée organized under the laws of France (“Co-Borrower” and together with Company, the “Borrowers” and each a “Borrower”), the financial institutions listed therein from time to time party thereto as Lenders (“Lenders”), and Deutsche Bank Trust Company Americasof America, N.A., as administrative agent and collateral agent for LendersAdministrative Agent (“Administrative Agent”), this represents Companythe undersigned Borrower’s request to convert or continue Loans as follows: 1. Date of conversion/continuation: , 2. Amount of Loans being converted/continued: $ 3. Type of Loans being converted/continued: [ ] : o a. Term Loans [ ] o b. Revolving Loans 4. Currency: 5. Nature of conversion/continuation: [ ] : o a. Conversion of Base Rate Loans to Eurodollar Eurocurrency Rate Loans [ ] o b. Conversion of Eurodollar Eurocurrency Rate Loans to Base Rate Loans [ ] o c. Continuation of Eurodollar Eurocurrency Rate Loans as such 56. If Loans are being continued as or converted to Eurodollar Eurocurrency Rate Loans, the duration of the new Interest Period that commences on the conversion/conversion/ continuation date: month(s) In the case of a conversion to or continuation of Eurodollar Eurocurrency Rate Loans, the undersigned officerOfficer, to the best of his or her knowledge, certifies on behalf of the Company [Company][Co-Borrower] that no Event of Default or Potential Event of Default has occurred and is continuing under the Credit Agreement. DATED: SAFENET, INC. [HEXCEL CORPORATION] By: Name: Title: Pursuant FOR VALUE RECEIVED, HEXCEL CORPORATION, a Delaware corporation (“Company”), promises to pay to (“Payee”) or its registered assigns the principal amount of the Tranche A Term Loan made by Payee to Company under the Credit Agreement referred to below. The principal amount of this Note shall be payable on the dates and in the amounts specified in the Credit Agreement; provided that the last such installment shall be in an amount sufficient to repay the entire unpaid principal balance of this Note, together with all accrued and unpaid interest thereon. Company also promises to pay interest on the unpaid principal amount hereof, until paid in full, at the rates and at the times which shall be determined in accordance with the provisions of that certain First Lien Credit Agreement dated as of April 12July 9, 20072010, by and among Company, Hexcel Holdings SASU, a société par actions simplifiée organized under the laws of France, the financial institutions from time to time party thereto as Lenders, and Bank of America, N.A., as Administrative Agent (said Credit Agreement, as it may be amended, restated, supplemented or otherwise modified from time to the date hereof (said First Lien Credit Agreement, as so amended, supplemented or otherwise modifiedtime, being the “Credit Agreement”, the terms defined therein and not otherwise defined herein being used herein as therein defined). This Note is one of Company’s “Tranche A Term Notes” and is issued pursuant to and entitled to the benefits of the Credit Agreement, to which reference is hereby made for a more complete statement of the terms and conditions under which the Tranche A Term Loan evidenced hereby was made and is to be repaid. All payments of principal and interest in respect of this Note shall be made in Dollars in Same Day Funds at the Funding and Payment Office or at such other place as shall be designated in writing for such purpose in accordance with the terms of the Credit Agreement. Unless and until an Assignment Agreement effecting the assignment or transfer of this Note shall have been accepted by Administrative Agent as provided in the Credit Agreement, Company and Administrative Agent shall be entitled to deem and treat Payee as the owner and holder of this Note and the Loan evidenced hereby. Payee hereby agrees, by its acceptance hereof, that before disposing of this Note or any part hereof it will make a notation hereon of all principal payments previously made hereunder and among SafeNetof the date to which interest hereon has been paid; provided, Inc.however, that the failure to make a Delaware corporation notation of any payment made on this Note shall not limit or otherwise affect the obligations of Company hereunder with respect to payments of principal of or interest on this Note. Whenever any payment on this Note shall be stated to be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of the payment of interest on this Note. This Note is subject to mandatory prepayment as provided in the Credit Agreement and to prepayment at the option of Company as provided in the Credit Agreement. THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF COMPANY AND PAYEE HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CHOICE OF LAW RULES (as successor in interest to Stealth Acquisition Corp.) (“Company”OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). THIS NOTE INCORPORATES BY REFERENCE, Vector Stealth Holdings IIAND THE COMPANY AND PAYEE HEREBY AGREE TO BE SUBJECT TO, L.L.C., a Delaware limited liability companyTHE PROVISIONS SET FORTH IN SUBSECTION 10.16 OF THE CREDIT AGREEMENT. Upon the occurrence of an Event of Default, the financial institutions listed therein unpaid balance of the principal amount of this Note, together with all accrued and unpaid interest thereon, may become, or may be declared to be, due and payable in the manner, upon the conditions and with the effect provided in the Credit Agreement. The terms of this Note are subject to amendment only in the manner provided in the Credit Agreement. This Note is subject to restrictions on transfer or assignment as Lendersprovided in the Credit Agreement. No reference herein to the Credit Agreement and no provision of this Note or the Credit Agreement shall alter or impair the obligations of Company, which are absolute and unconditional, to pay the principal of and interest on this Note at the place, at the respective times, and Deutsche Bank Trust in the currency prescribed herein and in the Credit Agreement. Company Americaspromises to pay all costs and expenses, including reasonable attorneys’ fees, all as administrative agent (“Administrative Agent”) for Lenders provided in the Credit Agreement, incurred in the collection and as collateral agent for Lendersenforcement of this Note. Company and any endorsers of this Note hereby consent to renewals and extensions of time at or after the maturity hereof, this represents Company’s request for the issuance without notice, and hereby waive diligence, presentment, protest, demand and notice of a Letter of Credit by [Administrative Agent][name of other Lender] as follows: 1. Issuing Lender: [Administrative Agent] [ ] 2. Date of issuance of Letter of Credit: ,every kind.

Interest rate option. [ ] a. Base Rate Loan(s) I-1 Notice of Borrowing List of Exhibits [ ] b. Eurodollar Rate Loans with an initial Interest Period of ____________ month(s) The proceeds of such Loans are to be deposited in Company’s account at . the following accounts: The undersigned officer, to the best of his or her knowledge, certifies on behalf of Company Company, certifies that: (i) The [Specified Representations]1 [representations and warranties] warranties contained in the Credit Agreement and the other Loan Documents (a) that do not contain a materiality qualification are true, correct and complete in all material respects on and as of the date hereof to the same extent as though made on and as of the date hereof, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties were true, correct and complete in all material respects on and as of such earlier date; provided thatdate and (b) that contain a materiality qualification are true, if a representation correct and warranty is qualified as to materiality, the materiality qualifier set forth above shall be disregarded with respect to such representation complete on and warranty for purposes of this condition; (ii) [The representations in the Merger Agreement that (A) are material to the interests of the Lenders and solely to the extent that Holdings has the right to terminate its obligations as a result of the breach thereof, are true and correct as of the date of hereof to the Merger Agreement and as of the Closing Date, same extent as though made on and as of the Closing Datedate hereof, except to the extent such representations and (B) are made as of a specific date shall be true warranties specifically relate to an earlier date, in which case such representations and warranties were true, correct and complete on and as of such earlier date, in each case except where the failure of such representations or warranties to be true and correct (without giving effect to any limitation as to “Material Adverse Effect”, “in all material respects”, “in any material respect”, “material” or “materially” set forth in such representations and warranties) does not have and would not reasonably be expected to have, individually or in the aggregate, a Merger MAC]2; and; (iiiii) No event has occurred and is continuing or would result from the consummation of the borrowing contemplated hereby that would constitute an Event of Default or a Potential Event of Default; and (iii) Each Loan Party has performed in all material respects all agreements and satisfied all conditions which the Credit Agreement provides shall be performed or satisfied by it on or before the date hereof. DATEDDated: [STEALTH ACQUISITION CORP. (to be merged with and into SAFENET, INC.), By: Name: Title:]3 1 This language should be selected only in connection with the borrowing on the Closing Date. 2 This language should be selected only in connection with the borrowing on the Closing Date. 3 To be executed by Stealth Acquisition Corp. with respect to Borrowings on the Closing Date. By: Name: Title:] 4 4 To be executed by SafeNet, Inc. with respect to Borrowings after the Closing Date. : List of Exhibits Pursuant to that certain First Lien Credit Agreement dated as of April 12November 15, 2007, as amended, restated, supplemented or otherwise modified to the date hereof (said First Lien Credit Agreement, as so amended, restated, supplemented or otherwise modified, being the “Credit Agreement”, the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among SafeNet, Inc.URS Corporation, a Delaware corporation (as successor in interest to Stealth Acquisition Corp.) (“Company”), Vector Stealth Holdings II, L.L.C., a Delaware limited liability company, the financial institutions listed therein party thereto from time to time (“Lenders”), Xxxxxx Xxxxxxx Senior Funding, Inc., as a joint-lead arranger and syndication agent for Lenders, and Deutsche Bank Trust Company AmericasXxxxx Fargo Bank, National Association, as a joint-lead arranger and administrative agent for Lenders (in such capacity, “Administrative Agent”), and collateral agent Bank of America, N.A., BNP Paribas and The Royal Bank of Scotland plc, as co-documentation agents for Lenders, this represents Company’s request to convert or continue Loans as follows: 1. Date of conversion/continuation: ,__________________, _______ 2. Amount of Loans being converted/continued: $___________________ 3. Type of Loans being converted/continued: [ ] : a. Tranche A Term Loans [ ] b. Tranche B Term Loans [ ] c. Tranche C Term Loans [ ] d. Revolving Loans 4. Nature of conversion/continuation: [ ] a. Conversion of Base Rate Loans to Eurodollar Rate Loans [ ] b. Conversion of Eurodollar Rate Loans to Base Rate Loans [ ] c. Continuation of Eurodollar Rate Loans as such 5. If Loans are being continued as or converted to Eurodollar Rate Loans, the duration of the new Interest Period that commences on the conversion/continuation date: _______________ month(s) In the case of a conversion to or continuation of Eurodollar Rate Loans, the undersigned officer, to the best of his or her knowledge, certifies on behalf of the Company Company, certifies that no Event of Default or Potential Event of Default has occurred and is continuing under the Credit Agreement. DATED. II-1 Notice of Conversion/Continuation List of Exhibits Dated: SAFENET, INC. By: Name: Title: : II-2 Notice of Conversion/Continuation List of Exhibits Pursuant to that certain First Lien Credit Agreement dated as of April 12November 15, 2007, as amended, restated, supplemented or otherwise modified to the date hereof (said First Lien Credit Agreement, as so amended, restated, supplemented or otherwise modified, being the “Credit Agreement”, the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among SafeNet, Inc.URS Corporation, a Delaware corporation (as successor in interest to Stealth Acquisition Corp.) (“Company”), Vector Stealth Holdings II, L.L.C., a Delaware limited liability company, the financial institutions listed therein party thereto from time to time (“Lenders”), Xxxxxx Xxxxxxx Senior Funding, Inc., as a joint-lead arranger and syndication agent for Lenders, and Deutsche Bank Trust Company AmericasXxxxx Fargo Bank, National Association, as a joint-lead arranger and administrative agent for Lenders (in such capacity, “Administrative Agent”) for Lenders and Bank of America, N.A., BNP Paribas and The Royal Bank of Scotland plc, as collateral agent co-documentation agents for Lenders, this represents Company’s request for the issuance of a Revolving Letter of Credit by [Administrative Agent][name Agent] [name of other Lender] as follows: 1. Issuing Lender: Xxxxx Fargo [Administrative Agent] [ _________________________________] 2. Date of issuance of Revolving Letter of Credit: ,________________, ________ 3. Type of Revolving Letter of Credit: a. Commercial Letter of Credit [ ] b. Standby Letter of Credit 4. Face amount of Revolving Letter of Credit: $________________________ 5. Expiration date of Revolving Letter of Credit: ________________, ________ 6. Currency in which Revolving Letter of Credit is to be denominated: _______________ 7. Name and address of beneficiary: 8. Attached hereto is: III-1 Request for Revolving Letter of Credit Issuance List of Exhibits [ ] the verbatim text of such proposed Revolving Letter of Credit [ ] a description of the proposed terms and conditions of such Revolving Letter of Credit, including a precise description of any documents to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of such Revolving Letter of Credit, would require the Issuing Lender to make payment under such Revolving Letter of Credit. The undersigned officer, to the best of his or her knowledge, on behalf of Company, certifies that: (i) The representations and warranties contained in the Credit Agreement and the other Loan Documents (a) that do not contain a materiality qualification are true, correct and complete in all material respects on and as of the date hereof to the same extent as though made on and as of the date hereof, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties were true, correct and complete in all material respects on and as of such earlier date and (b) that contain a materiality qualification are true, correct and complete on and as of the date hereof to the same extent as though made on and as the date hereof, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties were true, correct and complete on and as of such earlier date; (ii) No event has occurred and is continuing or would result from the issuance of the Revolving Letter of Credit contemplated hereby that would constitute an Event of Default or a Potential Event of Default; and (iii) Each Loan Party has performed in all material respects all agreements and satisfied all conditions which the Credit Agreement provides shall be performed or satisfied by it on or before the date hereof. Dated: By: Name: Title: OR By: Name: Title: List of Exhibits Pursuant to that certain Credit Agreement dated as of November 15, 2007, as amended, restated, supplemented or otherwise modified to the date hereof (said Credit Agreement, as so amended, restated, supplemented or otherwise modified, being the “Credit Agreement”, the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among URS Corporation, a Delaware corporation (“Company”), the financial institutions party thereto from time to time as Lenders, Xxxxxx Xxxxxxx Senior Funding, Inc. (“Xxxxxx Xxxxxxx”), as a joint-lead arranger and syndication agent for Lenders, Xxxxx Fargo Bank, National Association, as a joint-lead arranger and administrative agent for Lenders (in such capacity, “Administrative Agent”) and Bank of America, N.A., BNP Paribas and The Royal Bank of Scotland plc, as co-documentation agents for Lenders, this represents Company’s notice of prepayment as follows: 1. Date of Notice: ________________, ________ 2. Type of Prepayment/Reduction/Termination: [ ] a. Voluntary Prepayment of: [ ] i. Swing Line Loan [ ] ii. Tranche A Term Loan [ ] iii. Tranche B Term Loan [ ] iv. Tranche C Term Loan [ ] v. Revolving Loan [ ] b. Voluntary Reduction/Termination of Revolving Loan Commitments [ ] c. Mandatory Prepayment1 (specify the circumstances requiring said prepayment by checking the appropriate box below); [ ] i. Receipt of Net Asset Sale Proceeds (check one of the options below) [ ] A. Prepayment with Net Asset Sale Proceeds that will not be reinvested [ ] B. Prepayment of Loans pending reinvestment of Net Asset Sale Proceeds List of Exhibits [ ] ii. Receipt of Net Insurance/Condemnation Proceeds [ ] iii. Receipt of Net Securities Proceeds from the issuance of equity Securities [ ] iv. Receipt of Net Securities Proceeds from the issuance of Indebtedness [ ] v. Consolidated Excess Cash Flow 3. Amount of prepayment/reduction of Revolving Loan Commitments (as applicable): a. Voluntary/Mandatory Prepayment:2 $________________________ [ ] b. Reduction/Termination of Revolving Loan Commitments:3 $________________________ 4. If applicable, specify desired application of voluntary prepayment:4_____________________ ______________________________________________________________________________________________________________________________________________________ ______________________________________________________________________________________________________________________________________________________ 5. Date of prepayment or date reduction/termination of Revolving Loan Commitment Amount will take effect: __________, ________

Interest rate option. [ [** **] a. Base Rate Loan(s) [ [** **] b. Eurodollar Rate LIBOR Loans with an initial Interest Period of [one], [two], [three], [six], [nine] or [twelve] month(s) The proceeds of such Loans are to be deposited in Company’s account at Administrative Agent. The undersigned officer, officer (to the best of his or her knowledgeknowledge and in his or her capacity as an officer, certifies and not individually) on behalf of Company certifies that: (i) The [Specified Representations]1 [representations and warranties] warranties contained in the Credit Agreement and the other Loan Documents are true, correct and complete in all material respects on and as of the date hereof to the same extent as though made on and as of the date hereof, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties were true, correct and complete in all material respects on and as of such earlier date; provided provided, that, if a representation and warranty is qualified as to materiality, with respect to such representation and warranty the materiality qualifier set forth above shall be disregarded with respect to such representation and warranty for purposes of this condition; (ii) [The representations in the Merger Agreement that (A) are material to the interests of the Lenders and solely to the extent that Holdings has the right to terminate its obligations as a result of the breach thereof, are true and correct as of the date of the Merger Agreement and as of the Closing Date, as though made on and as of the Closing Date, and (B) are made as of a specific date shall be true and correct as of such date, in each case except where the failure of such representations or warranties to be true and correct (without giving effect to any limitation as to “Material Adverse Effect”, “in all material respects”, “in any material respect”, “material” or “materially” set forth in such representations and warranties) does not have and would not reasonably be expected to have, individually or in the aggregate, a Merger MAC]2; and (iii) No event has occurred and is continuing or would result from the consummation of the borrowing contemplated hereby that would constitute an Event of Default or a Potential Event of Default; and (iii) Each Loan Party has performed in all material respects all agreements and satisfied all conditions which the Credit Agreement provides shall be performed or satisfied by it on or before the date hereof. DATED: [STEALTH ACQUISITION CORP. (to be merged with and into SAFENET, INC.), By: Name: Title:]3 1 This language should be selected only in connection with the borrowing on the Closing Date. 2 This language should be selected only in connection with the borrowing on the Closing Date. 3 To be executed by Stealth Acquisition Corp. with respect to Borrowings on the Closing Date. _________________ U.S. SILICA COMPANY By: Name: Title:] 4 4 To be executed by SafeNet, Inc. with respect to Borrowings after the Closing Date. : Pursuant to that certain First Lien Second Amended and Restated Credit Agreement dated as of April 12June [**•**], 20072011, as amended, restated, amended and restated, supplemented or otherwise modified to the date hereof (said First Lien Second Amended and Restated Credit Agreement, as so amended, restated, amended and restated, supplemented or otherwise modified, being the “Credit Agreement”, the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among SafeNetothers, Inc.U.S. Silica Company, a Delaware corporation (as successor in interest to Stealth Acquisition Corp.) (“Company”), Vector Stealth Holdings II, L.L.C., a Delaware limited liability company, the financial institutions listed therein as Lenders (“Lenders”), and Deutsche Bank Trust Company AmericasBNP Paribas, as administrative agent and collateral agent for Lendersthe other parties thereto, this represents Company’s request to convert or continue [convert] [continue] Loans as follows: 1. Date of [conversion/] [continuation]: ,___________________ 2. Amount of Loans being [converted/] [continued]: $___________________ 3. Type of Loans being converted/continued: [ ] a. Term Loans [ ] b. Revolving Loans 4. Nature of [conversion/] [continuation]: [ [** **] a. Conversion of Base Rate Loans to Eurodollar Rate LIBOR Loans [ [** **] b. Conversion of Eurodollar Rate LIBOR Loans to Base Rate Loans [ [** **] c. Continuation of Eurodollar Rate LIBOR Loans as such 54. If Loans are being continued as or converted to Eurodollar Rate LIBOR Loans, the duration of the new Interest Period that commences on the [conversion/continuation date: ] [continuation] date is [one], [two], [three], [six], [nine] or [twelve] month(s) In the case of a conversion to or continuation of Eurodollar Rate Loans, the undersigned officer, to the best of his or her knowledge, certifies on behalf of the Company that no Event of Default has occurred and is continuing under the Credit Agreement. DATED: SAFENET, INC. By: Name: Title: Pursuant to that certain First Lien Credit Agreement dated as of April 12, 2007, as amended, supplemented or otherwise modified to the date hereof (said First Lien Credit Agreement, as so amended, supplemented or otherwise modified, being the “Credit Agreement”, the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among SafeNet, Inc., a Delaware corporation (as successor in interest to Stealth Acquisition Corp.) (“Company”), Vector Stealth Holdings II, L.L.C., a Delaware limited liability company, the financial institutions listed therein as Lenders, and Deutsche Bank Trust Company Americas, as administrative agent (“Administrative Agent”) for Lenders and as collateral agent for Lenders, this represents Company’s request for the issuance of a Letter of Credit by [Administrative Agent][name of other Lender] as follows: 1. Issuing Lender: [Administrative Agent] [ ] 2. Date of issuance of Letter of Credit: ,.

Interest rate option. [ ] o a. Base Rate Loan(s) [ ] o b. Eurodollar Rate LIBOR Loans with an initial Interest Period of month(s) The proceeds of such Loans are to be deposited in CompanyBorrower’s account at [ ] ABA Number: , Account Number: , Account Name: , and Reference: . The undersigned officer, to the best of his or her knowledge, certifies on behalf of Company and Borrower certify that: (i) The [Specified Representations]1 [representations and warranties] warranties contained in the Credit Agreement and the other Loan Documents are true, correct and complete in all material respects on and as of the date hereof to the same extent as though made on and as of the date hereof, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties were true, correct and complete in all material respects on and as of such earlier date; provided that, if a representation and warranty is qualified as to materiality, with respect to such representation and warranty, the applicable materiality qualifier set forth above shall be disregarded with respect to such representation and warranty for purposes of this conditioncertification; (ii) [The representations in the Merger Agreement that (A) are material to the interests of the Lenders and solely to the extent that Holdings has the right to terminate its obligations as a result of the breach thereof, are true and correct as of the date of the Merger Agreement and as of the Closing Date, as though made on and as of the Closing Date, and (B) are made as of a specific date shall be true and correct as of such date, in each case except where the failure of such representations or warranties to be true and correct (without giving effect to any limitation as to “Material Adverse Effect”, “in all material respects”, “in any material respect”, “material” or “materially” set forth in such representations and warranties) does not have and would not reasonably be expected to have, individually or in the aggregate, a Merger MAC]2; and (iii) No event has occurred and is continuing or would result from the consummation of the borrowing contemplated hereby that would constitute an Event of Default or a Potential Event of Default; (iii) Each Loan Party has performed in all material respects all agreements and satisfied all conditions which the Credit Agreement provides shall be performed or satisfied by it on or before the date hereof; (iv) The Loans to be made on the requested Funding Date, together with all other Obligations under the Loan Documents then outstanding, are “Designated Senior Indebtedness” under the 78.875% Subordinated Note Indenture; (v) Borrower is in pro forma compliance with subsection 7.6A and subsection 7.6C of the Credit Agreement as of the requested Funding Date calculated using (x) Consolidated Net Total Debt and Consolidated Net Senior Secured Debt, as applicable, as of the requested Funding Date (after giving effect to the Loans to be made on the requested Funding Date) and (y) Consolidated EBITDA as of the end of the most recent Fiscal Quarter for which financial statements have been delivered; and (vi) The undersigned has read this Notice of Borrowing and any definitions or other provisions contained in the Credit Agreement relating thereto, and in the opinion of the undersigned, has made or caused to be made such examination or investigation as is reasonably necessary to enable the undersigned to express an informed opinion as to the compliance with all conditions precedent to the making of any Loans requested hereunder. DATED: [STEALTH ACQUISITION CORP. (to be merged with and into SAFENETISLE OF CAPRI CASINOS, INC.), By: Name: Title:]3 1 This language should be selected only in connection with the borrowing on the Closing Date. 2 This language should be selected only in connection with the borrowing on the Closing Date. 3 To be executed by Stealth Acquisition Corp. with respect to Borrowings on the Closing Date. By: Name: Title:] 4 4 To be executed by SafeNet, Inc. with respect to Borrowings after the Closing Date. : Pursuant to that certain Credit Agreement, dated as of July 26, 2007, as amended by that certain First Lien Amendment to Credit Agreement, dated as of February 17, 2010, as further amended by that certain Second Amendment to Credit Agreement and Amendments to Loan Documents, dated as of March 25, 2011, that certain Third Amendment to Credit Agreement, dated as of November 21, 2012, and that certain Fourth Amendment to Credit Agreement and Amendments to Loan Documents, dated as of April 1219, 2007, 2013 (as further amended, supplemented or otherwise modified to the date hereof (said First Lien Credit Agreement, as so amendedrestated, supplemented or otherwise modified, being the “Credit Agreement”, the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among SafeNetIsle of Capri Casinos, Inc., a Delaware corporation (as successor in interest to Stealth Acquisition Corp.) (the “CompanyBorrower”), Vector Stealth Holdings II, L.L.C., a Delaware limited liability companythe other Loan Parties party thereto, the financial institutions listed therein on the signature pages thereof (collectively, “Lenders”), Xxxxx Fargo Bank, National Association (as Lenderssuccessor to Credit Suisse AG, and Deutsche Bank Trust Company AmericasCayman Islands Branch (f/k/a Credit Suisse, Cayman Islands Branch)), as administrative agent and collateral agent for LendersLenders (in such capacity, the “Administrative Agent”), Issuing Bank and Swing Line Lender, this represents CompanyBorrower’s request to convert or continue Loans as follows: 1. Date of conversion/continuation: , 2. Amount of Loans being converted/continued: $ 3. Type of Loans being o a. Term Loans converted/continued: [ ] a. Term Loans [ ] o b. Revolving Loans 4. Nature of conversion/continuation: [ ] a. Conversion of Base Rate Loans to Eurodollar Rate Loans [ ] b. Conversion of Eurodollar Rate Loans to Base Rate Loans [ ] c. Continuation of Eurodollar Rate Loans as such 5. If Loans are being continued as or converted to Eurodollar Rate Loans, the duration of the new Interest Period that commences on the conversion/continuation date: month(s) In the case of a conversion to or continuation of Eurodollar Rate Loans, the undersigned officer, to the best of his or her knowledge, certifies on behalf of the Company that no Event of Default has occurred and is continuing under the Credit Agreement. DATED: SAFENET, INC. By: Name: Title: Pursuant to that certain First Lien Credit Agreement dated as of April 12, 2007, as amended, supplemented or otherwise modified to the date hereof (said First Lien Credit Agreement, as so amended, supplemented or otherwise modified, being the “Credit Agreement”, the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among SafeNet, Inc., a Delaware corporation (as successor in interest to Stealth Acquisition Corp.) (“Company”), Vector Stealth Holdings II, L.L.C., a Delaware limited liability company, the financial institutions listed therein as Lenders, and Deutsche Bank Trust Company Americas, as administrative agent (“Administrative Agent”) for Lenders and as collateral agent for Lenders, this represents Company’s request for the issuance of a Letter of Credit by [Administrative Agent][name of other Lender] as follows: 1. Issuing Lender: [Administrative Agent] [ ] 2. Date of issuance of Letter of Credit: ,

Interest rate option. [ ] o a. Base Rate Loan(s) [ ] ) o b. Eurodollar Rate Loans with an initial Interest Period of month(s) The proceeds of such Loans are to be deposited in Company’s account at Administrative Agent or in such other account as may be designated by Company from time to time. The undersigned officer, to the best of his or her knowledge, certifies on behalf of and Company certify that: (i) The [Specified Representations]1 [representations and warranties] warranties contained in the Credit Agreement (other than subsection 5.4) and the other Loan Documents are true, correct and complete in all material respects on and as of the date hereof to the same extent as though made on and as of the date hereof, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties were true, correct and complete in all material respects on and as of such earlier date; provided provided, that, if a representation and warranty is qualified as to materiality, with respect to such representation and warranty the materiality qualifier set forth above shall be disregarded with respect to such representation and warranty for purposes of this condition; (ii) [The representations in the Merger Agreement that (A) are material to the interests of the Lenders and solely to the extent that Holdings has the right to terminate its obligations as a result of the breach thereof, are true and correct as of the date of the Merger Agreement and as of the Closing Date, as though made on and as of the Closing Date, and (B) are made as of a specific date shall be true and correct as of such date, in each case except where the failure of such representations or warranties to be true and correct (without giving effect to any limitation as to “Material Adverse Effect”, “in all material respects”, “in any material respect”, “material” or “materially” set forth in such representations and warranties) does not have and would not reasonably be expected to have, individually or in the aggregate, a Merger MAC]2; and (iiiii) No event has occurred and is continuing or would result from the consummation of the borrowing contemplated hereby that would constitute an Event of Default or a Potential Event of Default. DATED: [STEALTH ACQUISITION CORP. (to be merged with and into SAFENETAMERIPRISE FINANCIAL, INC.), By: Name: Title:]3 1 This language should be selected only in connection with the borrowing on the Closing Date. 2 This language should be selected only in connection with the borrowing on the Closing Date. 3 To be executed by Stealth Acquisition Corp. with respect to Borrowings on the Closing Date. By: NameTitle: Title:] 4 4 To be executed by SafeNet, Inc. with respect to Borrowings after the Closing Date. Pursuant to that certain First Lien Amended and Restated Credit Agreement dated as of April 12September 30, 20072013, as amended, restated, supplemented or otherwise modified to the date hereof (said First Lien Credit Agreement, as so further amended, restated, supplemented or otherwise modified, being the “Credit Agreement”, the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among SafeNetAMERIPRISE FINANCIAL, Inc.INC., a Delaware corporation (as successor in interest to Stealth Acquisition Corp.) (“Company”), Vector Stealth Holdings IIthe financial institutions listed therein as Lenders (“Lenders”), L.L.C.and XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (“Administrative Agent”), the Lenders are invited to make Bid Loans: 1. Date of borrowing: , 2. Amount of borrowing: $ 3. Comprised of (select one): o a. Bid Loans based on an Absolute Rate o b. Bid Loans based on Eurodollar Rate 2 days/mos $ 3 days/mos $ The Bid Borrowing requested herein complies with the requirements of the proviso to the first sentence of subsection 2.1A(iii)(a) of the Credit Agreement. Company authorizes Administrative Agent to deliver this Bid Request to the Lenders. Responses by the Lenders must be in substantially the form of Exhibit IB to the Credit Agreement and must be received by Administrative Agent by the time specified in subsection 2.1A(iii)(c) of the Credit Agreement for submitting Competitive Bids. DATED: AMERIPRISE FINANCIAL, INC. By: Title: Reference is made to that certain Amended and Restated Credit Agreement dated as of September 30, 2013, as further amended, restated, supplemented or otherwise modified to the date hereof (said Credit Agreement, as so amended, restated, supplemented or otherwise modified, being the “Credit Agreement”, the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among AMERIPRISE FINANCIAL, INC., a Delaware limited liability companycorporation (“Company”), the financial institutions listed therein as Lenders (“Lenders”), and XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (“Administrative Agent”). In response to the Bid Request dated , the undersigned offers to make the following Bid Loan(s): 1. Date of borrowing: , 2. Amount of borrowing: $ 3. Comprised of: 1 days/mos $ (- +) % 2 days/mos $ (- +) % 3 days/mos $ (- +) % * in multiples of 1/100th of a basis point. [LENDER] By: Title: The offers made above are hereby accepted in the amounts set forth below: $ $ $ DATED: AMERIPRISE FINANCIAL, INC. By: Title: Pursuant to that certain Amended and Restated Credit Agreement dated as of September 30, 2013, as further amended, restated, supplemented or otherwise modified to the date hereof (said Credit Agreement, as so amended, restated, supplemented or otherwise modified, being the “Credit Agreement”, the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among AMERIPRISE FINANCIAL, INC., a Delaware corporation (“Company”), the financial institutions listed therein as Lenders, and Deutsche Bank Trust Company AmericasXXXXX FARGO BANK, NATIONAL ASSOCIATION, as administrative agent and collateral agent for LendersAdministrative Agent (“Administrative Agent”), this represents Company’s request to convert or continue Loans as follows: 1. Date of conversion/continuation: , 2. Amount of Loans being converted/continued: $ 3. Type of Loans being converted/continued: [ ] a. Term Loans [ ] b. Revolving Loans 4. Nature of conversion/continuation: [ ] : o a. Conversion of Base Rate Loans to Eurodollar Rate Loans [ ] o b. Conversion of Eurodollar Rate Loans to Base Rate Loans [ ] Loans o c. Continuation of Eurodollar Rate Loans as such 54. If Loans are being continued as or converted to Eurodollar Rate Loans, the duration of the new Interest Period that commences on the conversion/conversion/ continuation date: month(s) In the case of a conversion to or continuation of Eurodollar Rate Loans, the undersigned officer, to the best of his or her knowledge, and Company certifies on behalf of the Company that no Event of Default or Potential Event of Default has occurred and is continuing under the Credit Agreement. DATED: SAFENETAMERIPRISE FINANCIAL, INC. By: Name: Title: Pursuant to that certain First Lien Amended and Restated Credit Agreement dated as of April 12September 30, 20072013, as further amended, restated, supplemented or otherwise modified to the date hereof (said First Lien Credit Agreement, as so amended, restated, supplemented or otherwise modified, being the “Credit Agreement”, the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among SafeNetAMERIPRISE FINANCIAL, Inc.INC., a Delaware corporation (as successor in interest to Stealth Acquisition Corp.) (“Company”), Vector Stealth Holdings II, L.L.C., a Delaware limited liability company, the financial institutions listed therein as Lenders, and Deutsche Bank Trust Company AmericasXXXXX FARGO BANK, NATIONAL ASSOCIATION, as administrative agent Administrative Agent (“Administrative Agent”) for Lenders and as collateral agent for Lenders), this represents Company’s request for the issuance of a Letter of Credit by [Administrative Agent][name of other Lender] Agent as follows: 1. Issuing Lender: [Administrative Agent] Agent [ ] 2. Date of issuance of Letter of Credit: , 3. Face amount of Letter of Credit: $ 4. Expiration date of Letter of Credit: , 5. Name and address of beneficiary:

Interest rate option. [ [** **] a. Base Rate Loan(s) [ [** **] b. Eurodollar Rate LIBOR Loans with an initial Interest Period of [one], [two], [three], [six], [nine] or [twelve] month(s) The proceeds of such Loans are to be deposited in Company’s account at Administrative Agent. The undersigned officer, officer (to the best of his or her knowledgeknowledge and in his or her capacity as an officer, certifies and not individually) on behalf of Company certifies that: (i) The [Specified Representations]1 [representations and warranties] warranties contained in the Credit Agreement and the other Loan Documents are true, correct and complete in all material respects on and as of the date hereof to the same extent as though made on and as of the date hereof, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties were true, correct and complete in all material respects on and as of such earlier date; provided provided, that, if a representation and warranty is qualified as to materiality, with respect to such representation and warranty the materiality qualifier set forth above shall be disregarded with respect to such representation and warranty for purposes of this condition; (ii) [The representations in the Merger Agreement that (A) are material to the interests of the Lenders and solely to the extent that Holdings has the right to terminate its obligations as a result of the breach thereof, are true and correct as of the date of the Merger Agreement and as of the Closing Date, as though made on and as of the Closing Date, and (B) are made as of a specific date shall be true and correct as of such date, in each case except where the failure of such representations or warranties to be true and correct (without giving effect to any limitation as to “Material Adverse Effect”, “in all material respects”, “in any material respect”, “material” or “materially” set forth in such representations and warranties) does not have and would not reasonably be expected to have, individually or in the aggregate, a Merger MAC]2; and (iii) No event has occurred and is continuing or would result from the consummation of the borrowing contemplated hereby that would constitute an Event of Default or a Potential Event of Default; and (iii) Each Loan Party has performed in all material respects all agreements and satisfied all conditions which the Credit Agreement provides shall be performed or satisfied by it on or before the date hereof. DATED: [STEALTH ACQUISITION CORP. (to be merged with and into SAFENET, INC.), By: Name: Title:]3 1 This language should be selected only in connection with the borrowing on the Closing Date. 2 This language should be selected only in connection with the borrowing on the Closing Date. 3 To be executed by Stealth Acquisition Corp. with respect to Borrowings on the Closing Date. By: Name: Title:] 4 4 To be executed by SafeNet, Inc. with respect to Borrowings after the Closing Date. : Pursuant to that certain First Lien Second Amended and Restated Credit Agreement dated as of April 12June [**•**], 20072011, as amended, restated, amended and restated, supplemented or otherwise modified to the date hereof (said First Lien Second Amended and Restated Credit Agreement, as so amended, restated, amended and restated, supplemented or otherwise modified, being the “Credit Agreement”, the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among SafeNetothers, Inc.U.S. Silica Company, a Delaware corporation (as successor in interest to Stealth Acquisition Corp.) (“Company”), Vector Stealth Holdings II, L.L.C., a Delaware limited liability company, the financial institutions listed therein as Lenders (“Lenders”), and Deutsche Bank Trust Company AmericasBNP Paribas, as administrative agent and collateral agent for Lendersthe other parties thereto, this represents Company’s request to convert or continue [convert] [continue] Loans as follows: 1. Date of [conversion/] [continuation: ,]: 2. Amount of Loans being [converted/] [continued]: $ 3. Type of Loans being converted/continued: [ ] a. Term Loans [ ] b. Revolving Loans 4. Nature of [conversion/] [continuation]: [ [** **] a. Conversion of Base Rate Loans to Eurodollar Rate LIBOR Loans [ [** **] b. Conversion of Eurodollar Rate LIBOR Loans to Base Rate Loans [ [** **] c. Continuation of Eurodollar Rate LIBOR Loans as such 54. If Loans are being continued as or converted to Eurodollar Rate LIBOR Loans, the duration of the new Interest Period that commences on the [conversion/continuation date: ] [continuation] date is [one], [two], [three], [six], [nine] or [twelve] month(s) In the case of a conversion to or continuation of Eurodollar Rate Loans, the undersigned officer, to the best of his or her knowledge, certifies on behalf of the Company that no Event of Default has occurred and is continuing under the Credit Agreement. DATED: SAFENET, INC. By: Name: Title: Pursuant to that certain First Lien Credit Agreement dated as of April 12, 2007, as amended, supplemented or otherwise modified to the date hereof (said First Lien Credit Agreement, as so amended, supplemented or otherwise modified, being the “Credit Agreement”, the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among SafeNet, Inc., a Delaware corporation (as successor in interest to Stealth Acquisition Corp.) (“Company”), Vector Stealth Holdings II, L.L.C., a Delaware limited liability company, the financial institutions listed therein as Lenders, and Deutsche Bank Trust Company Americas, as administrative agent (“Administrative Agent”) for Lenders and as collateral agent for Lenders, this represents Company’s request for the issuance of a Letter of Credit by [Administrative Agent][name of other Lender] as follows: 1. Issuing Lender: [Administrative Agent] [ ] 2. Date of issuance of Letter of Credit: ,.

Interest rate option. [ ] ¨ a. Base Rate Loan(s) [ ] ¨ b. Eurodollar Rate LIBOR Loans with an initial Interest Period of month(s) The proceeds of such Loans are to be deposited in CompanyBorrower’s account at [ ] ABA Number: , Account Number: , Account Name: , and Reference: . The undersigned officer, to the best of his or her knowledge, certifies on behalf of Company and Borrower certify that: (i) The [Specified Representations]1 [representations and warranties] warranties contained in the Credit Agreement and the other Loan Documents are true, correct and complete in all material respects on and as of the date hereof to the same extent as though made on and as of the date hereof, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties were true, correct and complete in all material respects on and as of such earlier date; provided that, if a representation and warranty is qualified as to materiality, with respect to such representation and warranty, the applicable materiality qualifier set forth above shall be disregarded with respect to such representation and warranty for purposes of this conditioncertification; (ii) [The representations in the Merger Agreement that (A) are material to the interests of the Lenders and solely to the extent that Holdings has the right to terminate its obligations as a result of the breach thereof, are true and correct as of the date of the Merger Agreement and as of the Closing Date, as though made on and as of the Closing Date, and (B) are made as of a specific date shall be true and correct as of such date, in each case except where the failure of such representations or warranties to be true and correct (without giving effect to any limitation as to “Material Adverse Effect”, “in all material respects”, “in any material respect”, “material” or “materially” set forth in such representations and warranties) does not have and would not reasonably be expected to have, individually or in the aggregate, a Merger MAC]2; and (iii) No event has occurred and is continuing or would result from the consummation of the borrowing contemplated hereby that would constitute an Event of Default or a Potential Event of Default; (iii) Each Loan Party has performed in all material respects all agreements and satisfied all conditions which the Credit Agreement provides shall be performed or satisfied by it on or before the date hereof; (iv) The Loans to be made on the requested Funding Date, together with all other Obligations under the Loan Documents then outstanding, are “Designated Senior Indebtedness” under the 7% Subordinated Note Indenture; (v) Borrower is in pro forma compliance with subsection 7.6A and subsection 7.6C of the Credit Agreement as of the requested Funding Date calculated using (x) Consolidated Net Total Debt and Consolidated Net Senior Secured Debt, as applicable, as of the requested Funding Date (after giving effect to the Loans to be made on the requested Funding Date) and (y) Consolidated EBITDA as of the end of the most recent Fiscal Quarter for which financial statements have been delivered; and (vi) The undersigned has read this Notice of Borrowing and any definitions or other provisions contained in the Credit Agreement relating thereto, and in the opinion of the undersigned, has made or caused to be made such examination or investigation as is reasonably necessary to enable the undersigned to express an informed opinion as to the compliance with all conditions precedent to the making of any Loans requested hereunder. DATED: [STEALTH ACQUISITION CORP. (to be merged with and into SAFENETISLE OF CAPRI CASINOS, INC.), By: Name: Title:]3 1 This language should be selected only in connection with the borrowing on the Closing Date. 2 This language should be selected only in connection with the borrowing on the Closing Date. 3 To be executed by Stealth Acquisition Corp. with respect to Borrowings on the Closing Date. By: Name: Title:] 4 4 To be executed by SafeNet, Inc. with respect to Borrowings after the Closing Date. : Pursuant to that certain First Lien Credit Agreement Agreement, dated as of April 12July 26, 2007, as amended, supplemented or otherwise modified amended by that certain First Amendment to the date hereof (said First Lien Credit Agreement, dated as so of February 17, 2010, as further amended by that certain Second Amendment to Credit Agreement and Amendments to Loan Documents, dated as of March 25, 2011 (as further amended, restated, supplemented or otherwise modified, being the “Credit Agreement”, the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among SafeNetIsle of Capri Casinos, Inc., a Delaware corporation (as successor in interest to Stealth Acquisition Corp.) (the “CompanyBorrower”), Vector Stealth Holdings II, L.L.C., a Delaware limited liability company, the financial institutions listed therein on the signature pages thereof (collectively, “Lenders”), Xxxxx Fargo Bank, National Association (as Lenderssuccessor to Credit Suisse AG, and Deutsche Bank Trust Company AmericasCayman Islands Branch (f/k/a Credit Suisse, Cayman Islands Branch)), as administrative agent and collateral agent for LendersLenders (in such capacity, the “Administrative Agent”), Issuing Bank and Swing Line Lender, this represents CompanyBorrower’s request to convert or continue Loans as follows: 1. Date of conversion/continuation: , 2. Amount of Loans being converted/continued: $ 3. Type of Loans being ¨ a. Term Loans converted/continued: [ ] a. Term Loans [ ] ¨ b. Revolving Loans 4. Nature of conversion/continuation: [ ] ¨ a. Conversion of Base Rate Loans to Eurodollar Rate LIBOR Loans [ ] ¨ b. Conversion of Eurodollar Rate LIBOR Loans to Base Rate Loans [ ] ¨ c. Continuation of Eurodollar Rate LIBOR Loans as such 5. If Loans are being continued as or converted to Eurodollar Rate Loans, the duration of the new Interest Period that commences on the conversion/continuation date: month(s) In the case of a conversion to or continuation of Eurodollar Rate Loans, the undersigned officer, to the best of his or her knowledge, certifies on behalf of the Company that no Event of Default has occurred and is continuing under the Credit Agreement. DATED: SAFENET, INC. By: Name: Title: Pursuant to that certain First Lien Credit Agreement dated as of April 12, 2007, as amended, supplemented or otherwise modified to the date hereof (said First Lien Credit Agreement, as so amended, supplemented or otherwise modified, being the “Credit Agreement”, the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among SafeNet, Inc., a Delaware corporation (as successor in interest to Stealth Acquisition Corp.) (“Company”), Vector Stealth Holdings II, L.L.C., a Delaware limited liability company, the financial institutions listed therein as Lenders, and Deutsche Bank Trust Company Americas, as administrative agent (“Administrative Agent”) for Lenders and as collateral agent for Lenders, this represents Company’s request for the issuance of a Letter of Credit by [Administrative Agent][name of other Lender] as follows: 1. Issuing Lender: [Administrative Agent] [ ] 2. Date of issuance of Letter of Credit: ,

Interest rate option. [ ] a. Base Rate Loan(s) [ ] b. Eurodollar Rate Loans with an initial Interest Period of month(s) The Type: Tenor: Please wire transfer the proceeds of such Loans are to be deposited the Borrowing in Company’s account at accordance with the funds flow memorandum delivered under separate cover. The undersigned officer, to the best of his or her knowledge, in his or her capacity as an officer of the Borrower certifies on behalf of Company that: (i) The [Specified Representations]1 [All representations and warranties] warranties made by the Borrower contained in the Revolving Credit Agreement are true and the other Loan Documents are true, correct and complete in all material respects with the same effect as though such representations and warranties had been made on and as of the date hereof to the same extent as though made on and as of the date hereof, (except to the extent where such representations and warranties specifically expressly relate to an earlier date, in which case such representations and warranties were true, are true and correct and complete in all material respects on and as of such earlier date); provided that, if a representation that the representations made in Sections 7.4 and warranty is qualified as to materiality, the materiality qualifier set forth above 7.15 shall be disregarded with respect to such representation and warranty for purposes of this condition; (ii) [The representations in the Merger Agreement that (A) are material to the interests of the Lenders and solely to the extent that Holdings has the right to terminate its obligations as a result of the breach thereof, are true and correct as of the date of the Merger Agreement and as of made only on the Closing Date, as though made on and as of the Closing Date, and (B) are made as of a specific date shall be true and correct as of such date, in each case except where the failure of such representations or warranties to be true and correct (without giving effect to any limitation as to “Material Adverse Effect”, “in all material respects”, “in any material respect”, “material” or “materially” set forth in such representations and warranties) does not have and would not reasonably be expected to have, individually or in the aggregate, a Merger MAC]2; and (iiiii) No event has occurred and is continuing or would result from the consummation of the borrowing Borrowing contemplated hereby that would constitute an Event of a Default or a Potential an Event of Default. DATEDDated: [STEALTH ACQUISITION CORP. (to be merged with and into SAFENET, INC.), By: NameITC Grid Development, LLC, its sole member By: Title:]3 1 This language should be selected only in connection with the borrowing on the Closing Date. 2 This language should be selected only in connection with the borrowing on the Closing Date. 3 To be executed by Stealth Acquisition Corp. with respect to Borrowings on the Closing Date. ITC Holdings Corp., its sole member By: Name: Title:] 4 4 To be executed by SafeNet: TO: Wxxxx Fargo Bank, Inc. with respect to Borrowings after N.A., as Administrative Agent under the Closing DateCredit Agreement (as defined below) 1000 Xxxx X.X. Xxxxxx Blvd. Charlotte, NC 28262 Mail Code: D1109-019 Attention: Syndication Agency Services Telephone No.: (000) 000-0000 Telecopy No.: (000) 000-0000 Email: axxxxxxxxxxxxx.xxxxxxxx@xxxxxxxxxx.xxx Pursuant to that certain First Lien the Revolving Credit Agreement Agreement, dated as of April 12October 23, 20072017 (as amended and restated as of January 10, 2020 and as otherwise amended, supplemented or otherwise modified to the date hereof (said First Lien Credit Agreement, as so amended, supplemented or otherwise modified, being supplemented, restated or replaced from time to time, the “Revolving Credit Agreement”, ; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among SafeNetITC Great Plains, Inc.LLC, a Delaware corporation Michigan limited liability company (as successor in interest to Stealth Acquisition Corp.) (the “CompanyBorrower”), Vector Stealth Holdings II, L.L.C., a Delaware limited liability company, the various financial institutions listed therein and other persons from time to time referred to as “Lenders” in the Revolving Credit Agreement (the “Lenders”), and Deutsche Bank Trust Company AmericasWxxxx Fargo Bank, N.A., as administrative agent and collateral agent for Lendersthe Administrative Agent, this represents Companythe Borrower’s request to convert or continue Revolving Credit Loans as follows: 1. Date of continuation or conversion/continuation: ,: 2. Amount of Revolving Credit Loans being continued or converted/continued: $: 3. Type Nature of continuation or conversion: a. Conversion of a LIBOR Loan as an ABR Loan __________ b. Conversion of an ABR Loan as a LIBOR Loan __________ c. Continuation (rollover) of LIBOR Loans being converted/continued: [ ] a. Term Loans [ ] b. Revolving as LIBOR Loans 4. Nature of conversion/continuation: [ ] a. Conversion of Base Rate Loans to Eurodollar Rate Loans [ ] b. Conversion of Eurodollar Rate Loans to Base Rate Loans [ ] c. Continuation of Eurodollar Rate Loans as such 5. If Revolving Credit Loans are being continued as or converted to Eurodollar Rate into LIBOR Loans, the duration of the new Interest LIBOR Period that commences on the conversion/continuation or conversion date: __________ month(s) In the case of a conversion to or continuation of Eurodollar Rate LoansDated: ___________________ ITC GREAT PLAINS, the undersigned officerLLC By: ITC Grid Development, to the best of his or her knowledgeLLC, certifies on behalf of the Company that no Event of Default has occurred and is continuing under the Credit Agreement. DATEDits sole member By: SAFENETITC Holdings Corp., INC. its sole member By: Name: Title: Pursuant to that certain First Lien [Reserved] TO: The Lenders and the Administrative Agent (each, as defined below) RE: Revolving Credit Agreement Agreement, dated as of April 12October 23, 2007, 2017 (as the same may be amended, supplemented or otherwise modified to the date hereof (said First Lien Credit Agreement, as so amended, supplemented or otherwise modified, being supplemented, restated or replaced from time to time, the “Revolving Credit Agreement”, ; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among SafeNetITC Great Plains, Inc.LLC, a Delaware corporation Michigan limited liability company (as successor in interest to Stealth Acquisition Corp.) (the “CompanyBorrower”), Vector Stealth Holdings IIthe various financial institutions and other persons from time to time referred to as “Lenders” in the Revolving Credit Agreement, L.L.C.and JPMorgan Chase Bank, a Delaware limited liability companyN.A., as the Administrative Agent. I, the financial institutions listed therein as Lendersundersigned, an Authorized Officer of ITC Holdings Corp., the sole member of ITC Grid Development, LLC, the sole member of the Borrower, hereby certify to the best of my knowledge, information and belief, for and on behalf of the Borrower, and Deutsche Bank Trust Company Americasnot in my personal capacity, as administrative agent (“Administrative Agent”) for Lenders and as collateral agent for Lendersin connection with the initial Borrowing on this date under the Revolving Credit Agreement, this represents Company’s request for the issuance of a Letter of Credit by [Administrative Agent][name of other Lender] as followsthat: 1. Issuing Lender: [Administrative Agent] [ ]the conditions precedent set forth in the Revolving Credit Agreement were satisfied as of the Closing Date; 2. Date attached to this certificate as Schedule A is a true and complete copy of issuance the articles of Letter organization of Credit: ,the Borrower, together with all amendments thereto adopted through the date hereof (as certified by the Michigan Department of Licensing and Regulatory Affairs) and as in effect on the date hereof and the sole member of the sole member of the Borrower has not passed, confirmed or consented to any amendments or variations to such certificate; 3. attached to this certificate as Schedule B is a true, correct and complete copy of the operating agreement of the Borrower and such operating agreement is in full force and effect on the date hereof and the sole member of the sole member of the Borrower has not passed, confirmed or consented to any amendments or variations to such operating agreement; 4. attached to this certificate as Schedule C is a correct and complete copy of the approval letter from the United States of America Federal Energy Regulatory Commission of the application pursuant to section 204 of the Federal Power Act, which approval is in full force and effect at the date hereof; 5. attached hereto as Schedule D is a true and complete copy of the resolutions duly adopted by the sole member of the sole member of the Borrower, approving and authorizing the execution, delivery and performance of the Revolving Credit Agreement and the transactions contemplated thereby. Such resolutions have not been amended, modified, revoked or rescinded since the date of adoption thereof, are in full force and effect on the date hereof and are the only resolutions that have been adopted by the sole member of the sole member of the Borrower with respect to the subject matter thereof;

Interest rate option. [ ] a. Base Rate Loan(s) [ ] b. Eurodollar Rate Loans with an initial Interest Period of month(s) The Type: Tenor: Please wire transfer the proceeds of such Loans are to be deposited the Borrowing in Company’s account at accordance with the funds flow memorandum delivered under separate cover. The undersigned officer, to the best of his or her knowledge, in his or her capacity as an officer of the Borrower certifies on behalf of Company that: (i) The [Specified Representations]1 [All representations and warranties] warranties made by the Borrower contained in the Revolving Credit Agreement are true and the other Loan Documents are true, correct and complete in all material respects with the same effect as though such representations and warranties had been made on and as of the date hereof to the same extent as though made on and as of the date hereof, (except to the extent where such representations and warranties specifically expressly relate to an earlier date, in which case such representations and warranties were true, are true and correct and complete in all material respects on and as of such earlier date; ) provided that, if a the representation and warranty is qualified as to materiality, the materiality qualifier set forth above made in Section 7.14 shall be disregarded with respect to such representation and warranty for purposes of this condition; (ii) [The representations in the Merger Agreement that (A) are material to the interests of the Lenders and solely to the extent that Holdings has the right to terminate its obligations as a result of the breach thereof, are true and correct as of the date of the Merger Agreement and as of made only on the Closing Date, as though made on and as of the Closing Date, and (B) are made as of a specific date shall be true and correct as of such date, in each case except where the failure of such representations or warranties to be true and correct (without giving effect to any limitation as to “Material Adverse Effect”, “in all material respects”, “in any material respect”, “material” or “materially” set forth in such representations and warranties) does not have and would not reasonably be expected to have, individually or in the aggregate, a Merger MAC]2; and (iiiii) No event has occurred and is continuing or would result from the consummation of the borrowing Borrowing contemplated hereby that would constitute an Event of a Default or a Potential an Event of Default. DATEDDated: [STEALTH ACQUISITION CORP. (to be merged with and into SAFENET, INC.), By: Name: Title:]3 1 This language should be selected only in connection with the borrowing on the Closing Date. 2 This language should be selected only in connection with the borrowing on the Closing Date. 3 To be executed by Stealth Acquisition Corp. with respect to Borrowings on the Closing Date. By: Name: Title:] 4 4 To be executed by SafeNet: TO: JPMorgan Chase Bank, Inc. with respect to Borrowings after N.A., as Administrative Agent under the Closing Date. Credit Agreement (as defined below) Loan Operations 00 Xxxxx Xxxxxxxx, 0xx Xxxxx Xxxxxxx, XX 00000 Attention: Xxxxxxxx Xxxx Facsimile No.: (000) 000-0000 Pursuant to that certain First Lien the Revolving Credit Agreement Agreement, dated as of April 12May 17, 2007, 2011 (as the same may be amended, supplemented or otherwise modified to the date hereof (said First Lien Credit Agreement, as so amended, supplemented or otherwise modified, being supplemented, restated or replaced from time to time, the “Revolving Credit Agreement”, ; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among SafeNet, Inc.International Transmission Company, a Delaware Michigan corporation (as successor in interest to Stealth Acquisition Corp.) (the “CompanyBorrower”), Vector Stealth Holdings II, L.L.C., a Delaware limited liability company, the various financial institutions listed therein and other persons from time to time referred to as “Lenders” in the Revolving Credit Agreement (the “Lenders”), and Deutsche Bank Trust Company AmericasJPMorgan Chase Bank, N.A., as administrative agent and collateral agent for Lendersthe Administrative Agent, this represents Companythe Borrower’s request to convert or continue Revolving Credit Loans as follows: 1. Date of continuation or conversion/continuation: , 2. Amount of Revolving Credit Loans being continued or converted/continued: $ 3. Type of Loans being converted/continued: [ ] a. Term Loans [ ] b. Revolving Loans 4. Nature of conversion/continuation: [ ] a. Conversion of Base Rate Loans to Eurodollar Rate Loans [ ] b. Conversion of Eurodollar Rate Loans to Base Rate Loans [ ] c. Continuation of Eurodollar Rate Loans as such 5. If Loans are being continued as or converted to Eurodollar Rate Loans, the duration of the new Interest Period that commences on the conversion/continuation date: month(s) In the case of a conversion to or continuation of Eurodollar Rate Loans, the undersigned officer, to the best of his or her knowledge, certifies on behalf of the Company that no Event of Default has occurred and is continuing under the Credit Agreement. DATED: SAFENET, INC. By: Name: Title: Pursuant to that certain First Lien Credit Agreement dated as of April 12, 2007, as amended, supplemented or otherwise modified to the date hereof (said First Lien Credit Agreement, as so amended, supplemented or otherwise modified, being the “Credit Agreement”, the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among SafeNet, Inc., a Delaware corporation (as successor in interest to Stealth Acquisition Corp.) (“Company”), Vector Stealth Holdings II, L.L.C., a Delaware limited liability company, the financial institutions listed therein as Lenders, and Deutsche Bank Trust Company Americas, as administrative agent (“Administrative Agent”) for Lenders and as collateral agent for Lenders, this represents Company’s request for the issuance of a Letter of Credit by [Administrative Agent][name of other Lender] as follows: 1. Issuing Lender: [Administrative Agent] [ ] 2. Date of issuance of Letter of Credit: ,

Interest rate option. [ ] o a. Base Rate Loan(s) [ ] ) o b. Eurodollar Rate Loans with an initial Interest Period of month(s) The proceeds of such Loans are to be deposited in Company’s account at Administrative Agent. The undersigned officer, to the best of his or her knowledge, certifies on behalf of and Company certify that: (i) The [Specified Representations]1 [representations and warranties] warranties contained in the Credit Agreement and the other Loan Documents are true, correct and complete in all material respects on and as of the date hereof Funding Date to the same extent as though made on and as of the date hereofFunding Date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties were true, correct and complete in all material respects on and as of such earlier date; provided provided, that, if a representation and warranty is qualified as to materiality, with respect to such representation and warranty the materiality qualifier set forth above shall be disregarded with respect to such representation and warranty for purposes of this condition; (ii) [The representations in the Merger Agreement that (A) are material to the interests of the Lenders and solely to the extent that Holdings has the right to terminate its obligations as a result of the breach thereof, are true and correct as of the date of the Merger Agreement and as of the Closing Date, as though made on and as of the Closing Date, and (B) are made as of a specific date shall be true and correct as of such date, in each case except where the failure of such representations or warranties to be true and correct (without giving effect to any limitation as to “Material Adverse Effect”, “in all material respects”, “in any material respect”, “material” or “materially” set forth in such representations and warranties) does not have and would not reasonably be expected to have, individually or in the aggregate, a Merger MAC]2; and (iii) No event has occurred and is continuing or would result from the consummation of the borrowing contemplated hereby that would constitute an Event of Default or a Potential Event of Default; and (iii) After giving effect to the consummation of the borrowing contemplated hereby and the application of the proceeds thereof, the aggregate amount of Cash and Cash Equivalents of Company and its Domestic Subsidiaries, excluding Cash and Cash Equivalents actually applied to a permitted purpose (other than an Investment in Cash and Cash Equivalents) on the Funding Date, shall not exceed $35,000,000. DATED: [STEALTH ACQUISITION CORP. (to be merged with and into SAFENET, INC.), HEXCEL CORPORATION By: NameTitle: Title:]3 1 This language should be selected only in connection with the borrowing on the Closing Date. 2 This language should be selected only in connection with the borrowing on the Closing Date. 3 To be executed by Stealth Acquisition Corp. with respect to Borrowings on the Closing Date. By: Name: Title:] 4 4 To be executed by SafeNet, Inc. with respect to Borrowings after the Closing Date. Pursuant to that certain First Lien Credit Agreement dated as of April 12May 21, 20072009, as amended, restated, supplemented or otherwise modified to the date hereof (said First Lien Credit Agreement, as so amended, restated, supplemented or otherwise modified, being the “Credit Agreement”, the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among SafeNet, Inc.Hexcel Corporation, a Delaware corporation (as successor in interest to Stealth Acquisition Corp.) (“Company”), Vector Stealth Holdings II, L.L.C., a Delaware limited liability company, the financial institutions listed therein from time to time party thereto as Lenders, Banc of America Securities LLC, as syndication agent for Lenders, as a joint book manager and as a joint lead arranger, Deutsche Bank Securities Inc., as a joint book manager and as a joint lead arranger, HSBC Bank USA, National Association, as a documentation agent, RBS Citizens, N.A., as a documentation agent, Toronto Dominion (New York) LLC, as a documentation agent, and Deutsche Bank Trust Company Americas, as administrative agent and collateral agent for LendersAdministrative Agent, this represents Company’s request to convert or continue Loans as follows: 1. Date of conversion/continuation: , 2. Amount of Loans being converted/continued: $ 3. Type of Loans being converted/continued: [ ] : o a. Term Loans [ ] o b. Revolving Loans 4. Nature of conversion/continuation: [ ] : o a. Conversion of Base Rate Loans to Eurodollar Rate Loans [ ] o b. Conversion of Eurodollar Rate Loans to Base Rate Loans [ ] o c. Continuation of Eurodollar Rate Loans as such 5. If Loans are being continued as or converted to Eurodollar Rate Loans, the duration of the new Interest Period that commences on the conversion/conversion/ continuation date: month(s) In the case of a conversion to or continuation of Eurodollar Rate Loans, the undersigned officer, to the best of his or her knowledge, certifies on behalf of the and Company certify that no Event of Default or Potential Event of Default has occurred and is continuing under the Credit Agreement. DATED: SAFENET, INC. HEXCEL CORPORATION By: Name: Title: Pursuant to that certain First Lien Credit Agreement dated as of April 12May 21, 20072009, as amended, restated, supplemented or otherwise modified to the date hereof (said First Lien Credit Agreement, as so amended, restated, supplemented or otherwise modified, being the “Credit Agreement”, the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among SafeNet, Inc.Hexcel Corporation, a Delaware corporation (as successor in interest to Stealth Acquisition Corp.) (“Company”), Vector Stealth Holdings II, L.L.C., a Delaware limited liability company, the financial institutions listed therein from time to time party thereto as Lenders, Banc of America Securities LLC, as syndication agent for Lenders, as a joint book manager and as a joint lead arranger, Deutsche Bank Securities Inc., as a joint book manager and as a joint lead arranger, HSBC Bank USA, National Association, as a documentation agent, RBS Citizens, N.A., as a documentation agent, Toronto Dominion (New York) LLC, as a documentation agent, and Deutsche Bank Trust Company Americas, as administrative agent Administrative Agent (“Administrative Agent”) for Lenders and as collateral agent for Lenders), this represents Company’s request for the issuance of a Letter of Credit by [Administrative Agent][name of other Lender] as follows: 1. Issuing Lender: [Administrative Agent] [ ] 2. Date of issuance of Letter of Credit: ,

Interest rate option. [ ] o a. Base Rate Loan(s) [ ] ) o b. Eurodollar Rate Loans with an initial Interest Period of month(s) The proceeds of such Loans are to be deposited in Company’s account at . The undersigned officer, to the best following accounts: I-1 Notice of his or her knowledge, certifies on behalf of Company that:Borrowing (i) The [Specified Representations]1 [representations and warranties] warranties contained in the Credit Agreement and the other Loan Documents (a) that do not contain a materiality qualification are true, correct and complete in all material respects on and as of the date hereof to the same extent as though made on and as of the date hereof, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties were true, correct and complete in all material respects on and as of such earlier date; provided thatdate and (b) that contain a materiality qualification are true, if a representation correct and warranty is qualified as to materiality, the materiality qualifier set forth above shall be disregarded with respect to such representation complete on and warranty for purposes of this condition; (ii) [The representations in the Merger Agreement that (A) are material to the interests of the Lenders and solely to the extent that Holdings has the right to terminate its obligations as a result of the breach thereof, are true and correct as of the date of hereof to the Merger Agreement and as of the Closing Date, same extent as though made on and as of the Closing Datedate hereof, except to the extent such representations and (B) are made as of a specific date shall be true warranties specifically relate to an earlier date, in which case such representations and warranties were true, correct and complete on and as of such earlier date, in each case except where the failure of such representations or warranties to be true and correct (without giving effect to any limitation as to “Material Adverse Effect”, “in all material respects”, “in any material respect”, “material” or “materially” set forth in such representations and warranties) does not have and would not reasonably be expected to have, individually or in the aggregate, a Merger MAC]2; and; (iiiii) No event has occurred and is continuing or would result from the consummation of the borrowing contemplated hereby that would constitute an Event of Default or a Potential Event of Default; and (iii) Each Loan Party has performed in all material respects all agreements and satisfied all conditions which the Credit Agreement provides shall be performed or satisfied by it on or before the date hereof. DATED: [STEALTH ACQUISITION CORP. (to be merged with and into SAFENET, INC.), By: Name: Title:]3 1 This language should be selected only in connection with the borrowing on the Closing Date. 2 This language should be selected only in connection with the borrowing on the Closing Date. 3 To be executed by Stealth Acquisition Corp. with respect to Borrowings on the Closing Date. URS CORPORATION By: Name: Title:] 4 4 To be executed by SafeNet, Inc. with respect to Borrowings after the Closing Date. : Pursuant to that certain First Lien Credit Agreement dated as of April 12June 28, 20072005, as amended, restated, supplemented or otherwise modified to the date hereof (said First Lien Credit Agreement, as so amended, restated, supplemented or otherwise modified, being the “Credit Agreement”, the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among SafeNet, Inc.URS Corporation, a Delaware corporation (as successor in interest to Stealth Acquisition Corp.) (“Company”), Vector Stealth Holdings II, L.L.C., a Delaware limited liability company, the financial institutions listed therein as Lenders, and Deutsche Bank Trust Company AmericasCredit Suisse, New York Branch, as administrative Co-Lead Arranger and Administrative Agent, Wxxxx Fargo Bank, National Association, as Co-Lead Arranger and syndication agent for Lenders and collateral agent Bank of America, N.A. and BNP Paribas, as co-documentation agents for Lenders, this represents Company’s request to convert or continue Loans as follows: 1. Date of conversion/continuation: , 2. Amount of Loans being converted/continued: $ 3. Type of Loans being converted/continued: [ ] : o a. Term Loans [ ] o b. Revolving Loans 4. Nature of conversion/continuation: [ ] : o a. Conversion of Base Rate Loans to Eurodollar Rate Loans [ ] o b. Conversion of Eurodollar Rate Loans to Base Rate Loans [ ] o c. Continuation of Eurodollar Rate Loans as such 5. If Loans are being continued as or converted to Eurodollar Rate Loans, the duration of the new Interest Period that commences on the conversion/conversion/ continuation date: month(s) In the case of a conversion to or continuation of Eurodollar Rate Loans, the undersigned officer, to the best of his or her knowledge, certifies on behalf of the Company Company, certifies that no Event of Default or Potential Event of Default has occurred and is continuing under the Credit Agreement. DATED: SAFENET, INC. URS CORPORATION By: Name: Title: II-1 Notice of Conversion/Continuation Pursuant to that certain First Lien Credit Agreement dated as of April 12June 28, 20072005, as amended, restated, supplemented or otherwise modified to the date hereof (said First Lien Credit Agreement, as so amended, restated, supplemented or otherwise modified, being the “Credit Agreement”, the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among SafeNet, Inc.URS Corporation, a Delaware corporation (as successor in interest to Stealth Acquisition Corp.) (“Company”), Vector Stealth Holdings II, L.L.C., a Delaware limited liability company, the financial institutions listed therein as Lenders, and Deutsche Bank Trust Company AmericasCredit Suisse, New York Branch, as administrative agent Co-Lead Arranger and Administrative Agent (in such capacity, “Administrative Agent”) ), Wxxxx Fargo Bank, National Association, as Co-Lead Arranger and syndication agent for Lenders and Bank of America, N.A. and BNP Paribas, as collateral agent co-documentation agents for Lenders, this represents Company’s request for the issuance of a Letter of Credit by [Administrative Agent][name Agent] [name of other Lender] as follows: 1. Issuing Lender: [Administrative Agent] Agent [ ] 2. Date of issuance of Letter of Credit: ,________________, ________ 3. Type of Letter of Credit: