ESCROW AGREEMENTCredit Agreement • March 23rd, 2012 • Atlas Merger Subsidiary, Inc. • Services-management consulting services • Virginia
CREDIT AGREEMENT, dated as of [ ], 2012, among SALIENT FEDERAL SOLUTIONS, INC., a Delaware corporation (the “Borrower”), SALIENT SOLUTIONS, INC., a Delaware corporation (the “Parent”), each of those Domestic Subsidiaries of the Borrower identified as a “Guarantor” on the signature pages hereto and such other Domestic Subsidiaries of the Borrower as may from time to time become a party hereto (together with the Parent, each a “Guarantor” and collectively, the “Guarantors”), the Lenders (as hereinafter defined) from time to time party hereto, and CITIZENS BANK OF PENNSYLVANIA, as administrative agent for the Lenders hereunder (in such capacity, the “Administrative Agent”).
ESCROW AGREEMENTNote Purchase Agreement • March 23rd, 2012 • Atlas Merger Subsidiary, Inc. • Services-management consulting services • Pennsylvania
THIS AGREEMENT IS SUBJECT TO THE SUBORDINATION AND INTERCREDITOR AGREEMENT OF EVEN DATE HEREWITH AMONG PNC CAPITAL FINANCE, LLC AND CITIZENS BANK OF PENNSYLVANIA, AS ACKNOWLEDGED BY CERTAIN OBLIGOR PARTIES, WHICH, AMONG OTHER THINGS, CONTAINS PROVISIONS SUBORDINATING THE OBLIGATIONS OF THE BORROWER TO THE INVESTORS TO BORROWER’S OBLIGATIONS TO THE HOLDERS OF THE SENIOR DEBT (AS DEFINED IN SAID AGREEMENT), TO WHICH PROVISIONS THE INVESTORS, BY ACCEPTANCE HEREOF, AGREE.
