UNDERWRITING AGREEMENT TNS, INC. Shares of Common StockUnderwriting Agreement • March 1st, 2004 • TNS Inc • Services-business services, nec • New York
TNS, Inc., a Delaware corporation (the "Company"), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the "Underwriters"), for whom you are acting as representatives (the "Representatives"), an aggregate of shares of common stock, par value $0.001 per share ("Stock"), of the Company and the stockholders of the Company named in Schedule II hereto (the "Selling Stockholders") propose to sell to the Underwriters, at the option of the Underwriters, up to an aggregate of additional shares of Stock. The shares of Stock to be sold by the Company are herein called the "Underwritten Shares" and additional shares of Stock to be sold by the Selling Stockholders are herein called the "Option Shares". The Underwritten Shares and the Option Shares are herein referred to as the "Shares".
FORM OF CREDIT AGREEMENT DATED AS OF MARCH , 2004 by and among TRANSACTION NETWORK SERVICES, INC. as Borrower and TNS, INC. as a Credit Party and GENERAL ELECTRIC CAPITAL CORPORATION as Agent, L/C Issuer and a Lender and THE OTHER FINANCIAL...Credit Agreement • March 1st, 2004 • TNS Inc • Services-business services, nec • Illinois
This CREDIT AGREEMENT is dated as of March , 2004 and entered into by and among Transaction Network Services, Inc., a Delaware corporation ("Borrower"), TNS, Inc., a Delaware corporation ("Holdings"), the financial institutions who are or hereafter become parties to this Agreement as Lenders, and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity "GE Capital"), as the initial L/C Issuer and as Agent.
