Amendment To The Senior Credit Facility

EXHIBIT 4.14

AMENDMENT


AMENDMENT (the "Amendment"), dated as of April 23, 1999, among FEDERAL DATA CORPORATION (the "Borrower"), the institutions party to the Credit Agreement referred to below (the "Lenders") and BANKERS TRUST COMPANY, as Agent (the "Agent"). All capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement.


W I T N E S S E T H :


WHEREAS, the Borrower, the Banks and the Agent are parties to a Credit Agreement dated as of July 25, 1997 (as currently in effect, the "Credit Agreement");


WHEREAS, the parties hereto wish to amend the Credit Agreement as herein provided;


NOW, THEREFORE, it is agreed:


1. Section 8.10 of the Credit Agreement is hereby amended by deleting the line reading:


"March 31, 1999 through
December 31, 1999 5.25:1.0"


and inserting in lieu thereof:


"March 31, 1999 and
June 30, 1999 5.90:1.0
September 30, 1999 5.50:1.0
December 31, 1999 5.25:1.0"


2. Section 8.11 of the Credit Agreement is hereby amended by deleting the line reading:


"September 30, 1999 through
September 30, 1999 1.75 to 1.0"


and inserting in lieu thereof:


"March 31, 1999 and
June 30, 1999 1.65 to 1.0
September 30, 1999 1.75 to 1.0"
3. This Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Credit Document.


4. This Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Borrower and the Agent.


5. This Amendment and the rights and obligations of the parties hereunder shall be construed in accordance with and governed by the law of the State of New York.


6. This Amendment shall become effective on the date (the "Effective Date") on which all of the ...