INCREASED COMMITMENT NOTICE AND ADDED LENDER AGREEMENT

Exhibit 10.3

INCREASED COMMITMENT NOTICE AND ADDED LENDER AGREEMENT

Date:   September 26, 0000

Xxxx xx Xxxxxxx, X.X., as Administrative Agent
000 X. Xxxxx Xxxxxx, 15th Floor
NC1-001-15-03
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attention:		Xxxx X. Xxxxxxx
		Agency Management
American Management Systems, Incorporated
AMS Management Systems Australia Pty, Limited
AMS Management Systems Canada Inc.
AMSY Management Systems Netherlands B.V.
c/o American Management Systems, Inc.
0000 Xxxxxx Xxxx, 0xx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention:		Xxx Xxxxxx

Ladies and Gentlemen:

     We refer to the Credit Agreement, dated as of November 13, 2002 (as amended, restated, modified, supplemented or renewed from time to time, the “Credit Agreement”) among American Management Systems, Incorporated, AMS Management Systems Australia Pty. Limited, AMS Management Systems Canada Inc. and AMSY Management Systems Netherlands B.V. (collectively, the “Borrowers”), the Lenders parties thereto, Bank of America, N.A., as administrative agent (in such capacity, the “Agent”), L/C Issuer and Swing Line Lender, Bank of America, N.A. (Canada Branch), as Canadian Agent and Canadian Fronting Lender, BA Asia Limited, as Australian Agent, and Bank of America, National Association, Sydney Branch, as Australian Fronting Lender.

     This Increased Commitment Notice and Added Lender Agreement (this “Agreement”) is made and delivered pursuant to (a) Section 2.17 of the Credit Agreement, and (b) the Increased Commitment Request dated September 4, 2003 from the Borrowers to the Agent.

     The Borrowers, by their execution hereof, give notice to the Agent of their election to increase the Aggregate Commitments by $40,000,000 in accordance with the terms hereof, effective as of September 26, 2003 (the “Effective Date”).

     As of the Effective Date, KeyBank National Association (“KeyBank”) will become a party to the Credit Agreement as a Lender, with a Commitment of $40,000,000. KeyBank hereby confirms and agrees that with effect on and after the Effective Date, it shall be and

become a party to the Credit Agreement as a Lender, and shall have all of the rights and be obligated to perform all of the obligations of a Lender thereunder with a Commitment in the amount set forth above. KeyBank (a) acknowledges that it has received a copy of the Credit Agreement and the schedules and exhibits thereto, copies of the most recent financial statements of the Borrowers, and such other documents and information as it has deemed appropriate to make its own credit and legal analysis and decision to enter into this Agreement; and (b) agrees that it will, independently and without reliance upon the Agent, the Borrowers, or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit and legal decisions in taking or not taking action under the Credit Agreement and the other Loan Agreements.

     The following administrative details apply to KeyBank:

     Request for Loans:

KeyBank National Association
000 Xxxxxx Xxxxxx
XX-00-00-0000
Xxxxxxxxx, XX 00000

Attn: Xxxxx Xxxxxx
Deal Administrator

Telephone:	(000) 000-0000
Facsimile:	(000) 000-0000
E-mail:	xxxxx_xxxxxx@xxxxxxx.xxx

Wire Instructions:
KeyBank National Association
Xxxxxxxxx, XX 00000
ABA #000-000-000
Account #3057
Account Name:  Specialty Loan Services

Reference: American Management Systems/
KCIB Services – Xxxxx Xxxxxx

     Notices (other than Requests for Loans):

KeyBank National Association
000 Xxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxxxxx, XX 00000

Attn: Xxxx Xxxxxxxxxx
Vice President

Telephone:	(000) 000-0000
Facsimile:	(000) 000-0000
E-mail:	xxxxxxx_xxxxxxxxxx@xxxxxxx.xxx

     This Agreement shall constitute a Loan Document.

     THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, NOTWITHSTANDING ITS EXECUTION OUTSIDE SUCH STATE.

		KEYBANK NATIONAL ASSOCIATION, as a Lender
		By:		/s/ Xxxx Xxxxxxxxxx
		Title:		Vice President

ACKNOWLEDGED as of September 26, 2003:
BANK OF AMERICA, N.A., as Administrative
Agent
By:		/s/ Xxxx X. Xxxxxxx
Title:		Assistant Vice President
AMERICAN MANAGEMENT SYSTEMS, INCORPORATED
By:		/s/ Xxxx X. Xxxxxxxxx
Title:		Xxxx X. Xxxxxxxxx, Treasurer
AMS MANAGEMENT SYSTEMS AUSTRALIA PTY. LIMITED
By:		/s/ Xxxxx X. Xxxxxx
Title:		Xxxxx X. Xxxxxx, Director
AMS MANAGEMENT SYSTEMS CANADA INC
By:		/s/ Xxxxx X. Xxxxxx
Title:		Xxxxx X. Xxxxxx, Director
AMSY MANAGEMENT SYSTEMS NETHERLANDS B.V.
By:		/s/ Xxxxx X. Xxxxxx
Title:		Xxxxx X. Xxxxxx, Managing Director