Booz Allen Hamilton
Booz Allen Hamilton Holding Corp (Form: 8-K, Received: 02/04/2011 09:59:43)  

 


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

     
Date of Report (Date of Earliest Event Reported):   February 3, 2011

Booz Allen Hamilton Holding Corporation
__________________________________________
(Exact name of registrant as specified in its charter)

     
Delaware 333-171288 26-2634160
_____________________
(State or other jurisdiction
_____________
(Commission
______________
(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
8283 Greensboro Drive, McLean, Virginia   22102
_________________________________
(Address of principal executive offices)
  ___________
(Zip Code)
     
Registrant’s telephone number, including area code:   (703) 902-5000

Not Applicable
______________________________________________
Former name or former address, if changed since last report

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Top of the Form

Item 1.01 Entry into a Material Definitive Agreement.

On February 3, 2011, Booz Allen Hamilton Holding Corporation’s wholly-owned subsidiary Booz Allen Hamilton Inc. (the "Company") entered into the Loan Agreement, Waiver and Amendment No. 2, dated as of February 3, 2011 (the "Loan Agreement"), among the Company, BAH Borrower Corporation, a Delaware corporation, the Guarantors named therein, the Administrative Agent (as defined below), and the other lenders and institutions party thereto, pursuant to which the Amended and Restated Credit Agreement, dated as of December 11, 2009, among the Company, the Guarantors named therein, Credit Suisse AG, Cayman Islands Branch, as administrative agent, and the other lenders and institutions from time to time party thereto, was amended by the Second Amended and Restated Credit Agreement, dated as of February 3, 2011 (the "Agreement"), among the Company, the guarantors named therein (the "Guarantors"), Credit Suisse AG, Cayman Islands Branch, as Administrative Agent, Collateral Agent, Issuing Lender and Swingline Lender, the other lenders party thereto, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Credit Suisse (USA) LLC, as Joint Lead Arrangers, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse (USA) LLC, Barclays Capital, Goldman Sachs Bank USA, Morgan Stanly Senior Funding, Inc. and Sumitomo Mitsui Banking Corporation as Joint Bookrunners, Bank of America, N.A. as Syndication Agent and Barclays Bank PLC as Documentation Agent.

The Agreement provides the Company with a $275 million revolving credit facility (the "Revolving Credit Facility") composed of $245 million of existing commitments and $30 million of new commitments. The Agreement provides the Company with sublimits for letters of credit and swing-line loans, a $500 million term loan A tranche (the "Tranche A Loans") and a $500 million term loan B tranche (the "Tranche B Loans" and together with the Tranche A Loans, the "Term Loans"). The Company has the ability to increase the facilities by up to $150 million, plus an additional $150 million under certain circumstances. The Revolving Credit Facility is scheduled to mature on July 31, 2014, the Tranche A Loans are scheduled to mature on February 3, 2016 and the Tranche B Loans are scheduled to mature on August 3, 2017.

Borrowings under the Revolving Credit Facility and the Term Loans will bear interest at a rate per annum equal to an applicable margin plus, at the Company’s option, either (1) a LIBOR rate determined by reference to the costs of funds for U.S. dollar deposits for the interest period relevant to such borrowing adjusted for certain additional costs (provided that, in the case of the Tranche B Loans, LIBOR shall be no less than 1.00%) and (2) a base rate calculated by reference to the highest of (a) the prime rate of the Administrative Agent, (b) the federal funds effective rate plus 1/2 of 1.00% and (c) the LIBOR rate for a three-month interest period plus 1.00% ("ABR") (provided that, in the case of the Tranche B Loans, ABR shall be no less than 2.00%). The applicable margin for borrowings under the Revolving Credit Facility and for the Tranche A Loans will range from 2.00% to 2.75% and will be determined by reference to a pricing grid based on the Company’s consolidated net total leverage ratio. The applicable margin for the Tranche B Loans will be 3.00% with respect to LIBOR borrowings and 2.00% with respect to ABR borrowings, with such rates reduced by 25 basis points if the Company’s consolidated net leverage ratio is less than or equal to 1.75 to 1.00. The initial applicable margins for borrowings under the Revolving Credit Facility and for the Tranche A Loans will be 1.50% with respect to ABR borrowings and 2.50% with respect to LIBOR borrowings. The initial applicable margins for the Tranche B Loans will be 3.00% with respect to LIBOR borrowings and 2.00% with respect to ABR borrowings. In addition to paying interest on outstanding principal under the Agreement, the company will pay a commitment fee to the lenders under the Revolving Credit Facility at an initial rate equal to 0.375% and thereafter determined in accordance with the above-referenced pricing grid. The company has also agreed to pay customary letter of credit and agency fees.

The Agreement contains financial maintenance covenants requiring the Company to maintain a maximum consolidated net total leverage ratio of 3.90 to 1.00 which decreases over time to 3.25 to 1.00, and a minimum consolidated net interest coverage ratio of 3.00 to 1.00 which increases over time to 3.50 to 1.00. The Agreement also contains customary representations and warranties and usual and customary affirmative and negative covenants that, among other things, restrict the Company’s and the Guarantors’ ability, in certain circumstances, to (1) incur indebtedness, (2) create liens, (3) merge or consolidate with certain entities, (4) engage in any business activity other than business of the type or reasonably related to the type conducted at the date of the Agreement, (5) sell, transfer, lease or otherwise dispose of all or substantially all of their assets, (6) make certain dividends, distributions, repurchases and other restricted payments, (7) make certain investments loans or advances, (8) engage in certain affiliate transactions, (9) engage in sale-leaseback transactions, (10) enter into certain swap or similar agreements or (11) enter into any agreement limiting their ability to create, incur, assume or suffer to exists liens to secure obligations under the Agreement, with certain exceptions. The Agreement also contains certain customary events of default, including, but not limited to, failure to make required payments, material breaches of representations or warranties, the failure to observe certain covenants or agreements, the failure to pay or default of certain other material indebtedness, the failure to maintain the guarantee and collateral agreement, certain adverse monetary judgments, bankruptcy, insolvency and a change of control. Borrowings under the Agreement are subject to acceleration upon the occurrence of events of default.

Entry into the Loan Agreement and the Agreement enabled the Company to effect a refinancing of its previously outstanding indebtedness (the "Refinancing"). In connection with the Refinancing, the Company (i) incurred $500 million of Tranche A Loan indebtedness and $500 million of Tranche B Loan indebtedness under the Agreement on February 3, 2011 and used the proceeds from such loans to repay $1 billion of credit agreement indebtedness previously incurred and outstanding under the Agreement and (ii) used approximately $269 million of cash on hand to pay fees and expenses and to repay all indebtedness outstanding under its mezzanine credit facility, as amended, by and among the Company, the lenders from time to time parties thereto, Credit Suisse AG, Cayman Islands Branch, as administrative agent, and Credit Suisse Securities (USA) LLC, Banc of America Securities LLC and Lehman Brothers Inc., as joint lead arrangers and joint bookrunners, and terminated that facility. There was a 3% premium paid on the mezzanine loans that were repaid.

The foregoing description of the Loan Agreement and the Agreement does not purport to be complete and is qualified in its entirety by reference to the each agreement, which are filed, respectively, as Exhibit 10.1 and Exhibit 10.2 hereto, and incorporated herein by reference.

A copy of a press release dated February 4, 2011 announcing the Company's refinancing transaction is attached hereto as Exhibit 99.1.





Item 1.02 Termination of a Material Definitive Agreement.

The disclosure set forth above under Item 1.01 with respect to the termination of the Company’s mezzanine credit facility is incorporated by reference into this Item 1.02.





Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure set forth above under Item 1.01 with respect to the Loan Agreement and the Agreement and the incurrence of Tranche A and Tranche B indebtedness under the Agreement is incorporated by reference into this Item 2.03.





Item 9.01 Financial Statements and Exhibits.

10.1 Loan Agreement, Waiver and Amendment No. 2, dated as of February 3, 2011
10.2 Second Amended and Restated Credit Agreement, dated as of February 3, 2011
99.1 Press Release, dated as of February 4, 2011





Forward-Looking Statements

This current report on Form 8-K contains, or may be deemed to contain, “forward-looking statements” (as defined in the U.S. Private Securities Litigation Reform Act of 1995). These statements give Booz Allen Hamilton’s current expectation of future events or its future performance and do not relate directly to historical or current events. A number of factors could cause Booz Allen Hamilton’s future actions and related results to vary from any expectations or goals expressed in, or implied by, the forward-looking statements included in this press release, possibly to a material degree. Fluctuations in interest rates will affect the amount of interest expense and commitment fees under the new credit facility. Booz Allen Hamilton cannot assure that the current interest rates will continue unchanged or that any of the other assumptions made in preparing any of the forward-looking statements will prove accurate or that any long-term goals will be realized. Specifically, Booz Allen Hamilton cannot assure that the benefits of the refinancing described above will be realized as Booz Allen Hamilton currently expects, if at all. All forward-looking statements included in this press release speak only as of the date made, and, except as required by law, Booz Allen Hamilton undertakes no obligation to update or revise publicly any such forward-looking statements, whether as a result of new information, future events, or otherwise.


Top of the Form

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

         
    Booz Allen Hamilton Holding Corporation
          
February 4, 2011   By:   Samuel R. Strickland
       
        Name: Samuel R. Strickland
        Title: Executive Vice President, Chief Financial Officer and Chief Administrative Officer


Top of the Form

Exhibit Index


     
Exhibit No.   Description

 
10.1
  Loan Agreement, Waiver and Second Amendment, dated as of February 3, 2011
10.2
  Second Amended and Restated Credit Agreement, dated as of February 3, 2011
99.1
  Press Release, dated as of February 4, 2011

LOAN AGREEMENT, WAIVER AND AMENDMENT NO. 2, dated as of February 3, 2011 (this “ Agreement ”), to the Existing Credit Agreement referred to below among BAH Borrower Corporation, a Delaware corporation (the “ BAH Borrower ”), Holdings (as defined below), the Borrower (as defined below), the Administrative Agent (as defined below), the Collateral Agent (as defined below), the Issuing Lender (as defined below), the Swingline Lender (as defined below), the other Loan Parties and the Lenders party hereto.

WHEREAS, pursuant to the Credit Agreement dated as of July 31, 2008 (as previously amended and restated on December 11, 2009, the “ Existing Credit Agreement ”), among BOOZ ALLEN HAMILTON INVESTOR CORPORATION (formerly known as Explorer Investor Corporation), a Delaware corporation (“ Holdings ”), BOOZ ALLEN HAMILTON INC. (as successor to Explorer Merger Sub Corporation), a Delaware corporation (the “ Borrower ”), the several banks and other financial institutions or entities from time to time parties thereto (the “ Lenders ”), CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (formerly known as Credit Suisse, Cayman Islands Branch), as Administrative Agent (in such capacity, the “ Administrative Agent ”), Collateral Agent (in such capacity, the “ Collateral Agent ”), Issuing Lender (in such capacity, the “ Issuing Lender ”) and Swingline Lender (in such capacity, the “ Swingline Lender ”), MERRIL LYNCH, PIERCE, FENNER & SMITH INCORPORATED (as successor to Banc of America Securities LLC) and CREDIT SUISSE SECURITIES (USA) LLC as Joint Lead Arrangers, MERRIL LYNCH, PIERCE, FENNER & SMITH INCORPORATED (as successor to Banc of America Securities LLC), CREDIT SUISSE SECURITIES (USA) LLC, BARCLAYS CAPITAL, GOLDMAN SACHS CREDIT PARTHERS L.P. and MORGAN STANLEY SENIOR FUNDING, INC. as Joint Bookrunners and SUMITOMO MITSUI BANKING CORPORATION as Co-Manager, the Lenders have agreed to make, and have made, certain loans and other extensions of credit to the Borrower.

WHEREAS, the BAH Tranche A Term Lenders have agreed to make BAH Tranche A Term Loans in an aggregate principal amount of $500,000,000, the BAH Tranche B Term Lenders have agreed to make BAH Tranche B Term Loans in an aggregate principal amount of $500,000,000 and the Additional Revolving Lenders have agreed to provide Additional Revolving Commitments in an aggregate amount equal to $30,000,000, in each case on the terms and conditions set forth herein; and

WHEREAS, the net proceeds from the BAH Tranche A Term Loans and BAH Tranche B Term Loans shall through a series of intercompany transfers be contributed to the Borrower and used by the Borrower to repay and refinance existing Indebtedness under the Existing Credit Agreement and the Mezzanine Credit Agreement (collectively, the “ Refinancing Transactions ”); and

WHEREAS, the Borrower has requested certain amendments to the Existing Credit Agreement in connection with the Refinancing Transactions; and

WHEREAS, the Borrower and the Lenders have agreed to amend and restate the Existing Credit Agreement, amend the Guarantee and Collateral Agreement and waive the Existing Defaults on the terms and conditions contained herein.

NOW, THEREFORE, the Borrower, the BAH Borrower, the Guarantors, the Lenders, the Administrative Agent, the Collateral Agent, the Issuing Lender and the Swingline Lender hereby agree as follows:

ARTICLE 1

Definitions

Section 1.1. Defined Terms . Terms defined in the Amended and Restated Credit Agreement (as defined in Section 2.1 hereof) and used herein shall have the meanings assigned to such terms in the Amended and Restated Credit Agreement, unless otherwise defined herein or the context otherwise requires. As used in this Agreement, the terms listed in this Section 1.1 shall have the meanings set forth in this Section 1.1:

BAH Lenders ”: the collective reference to the BAH Tranche A Term Lenders and the BAH Tranche B Term Lenders.

BAH Term Loans ”: the collective reference to the BAH Tranche A Term Loans and the BAH Tranche B Term Loans.

BAH Tranche A Term Commitment ”: as to any BAH Tranche A Term Lender, the obligation of such BAH Tranche A Term Lender to make a BAH Tranche A Term Loan to the BAH Borrower in the principal amount set forth under the heading “BAH Tranche A Term Commitment” opposite such BAH Tranche A Term Lender’s name on Schedule 3.1 to this Agreement. The original aggregate amount of the BAH Tranche A Term Commitments is $500,000,000.

BAH Tranche A Term Lender ”: each BAH Lender that has a BAH Tranche A Term Commitment or that holds a BAH Tranche A Term Loan.

BAH Tranche A Term Loan ”: as defined in Section 3.1.

BAH Tranche B Term Commitment ”: as to any BAH Tranche B Term Lender, the obligation of such BAH Tranche B Term Lender to make a BAH Tranche B Term Loan to the BAH Borrower in the principal amount set forth under the heading “BAH Tranche B Term Commitment” opposite such BAH Tranche B Term Lender’s name on Schedule 3.1 to this Agreement. The original aggregate amount of the BAH Tranche B Term Commitments is $500,000,000.

BAH Tranche B Term Lender ”: each BAH Lender that has a BAH Tranche B Term Commitment or that holds a BAH Tranche B Term Loan.

BAH Tranche B Term Loan ”: as defined in Section 3.1.

Effective Date ”: as defined in Section 4.1.

Existing Defaults ”: as defined in Section 2.4.

ARTICLE 2

Amendments and Waivers

Section 2.1. Amended and Restated Credit Agreement . As of the Effective Date, the Existing Credit Agreement is hereby amended and restated in its entirety, in the form attached hereto as Exhibit A (the “ Amended and Restated Credit Agreement ”).

Section 2.2. Amendment of Schedules . As of the Effective Date, the Schedules to the Existing Credit Agreement are hereby amended and restated in their entirety, in the forms attached hereto as Exhibit B .

Section 2.3. Amendment of the Guarantee and Collateral Agreement . As of the Effective Date, the Guarantee and Collateral Agreement is hereby amended as follows:

Section 2.3.1 Section 1.1(b) of the Guarantee and Collateral Agreement is hereby amended as follows:

Section 2.3.1.1 by adding the following new definition, to appear in proper alphabetical order:

Borrower Foreign Currency L/C Agreement Obligations ”: the collective reference to all obligations and liabilities of the Borrower and any other Loan Party (including, without limitation, interest accruing at the then applicable rate provided in any Specified Foreign Currency L/C Agreement after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed or allowable in such proceeding) to any Lender or any Affiliate of any Lender (or any Lender or any Affiliate thereof at the time such Specified Foreign Currency L/C Agreement was entered into) (each, a “ Foreign Currency L/C Provider ”), whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, in each case, which may arise under, out of, or in connection with, any Specified Foreign Currency L/C Agreement or any other document made, delivered or given in connection therewith, in each case whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to the relevant Lender or Affiliate thereof that are required to be paid by the Borrower and/or such other Loan Party, as the case may be, pursuant to the terms of any Specified Foreign Currency L/C Agreement) so long as, unless the Collateral Agent agrees otherwise, the relevant Foreign Currency L/C Provider executes and delivers to the Administrative Agent a letter agreement in form and substance acceptable to the Administrative Agent pursuant to which the relevant Foreign Currency L/C Provider (i) appoints the Administrative Agent as its agent under the applicable Specified Foreign Currency L/C Agreement and (ii) agrees to be bound by the provisions of Section 9.3, 9.7, 10.11 and 10.12 of the Credit Agreement.

Section 2.3.1.2 by inserting “(each, a “ Hedge Provider ”)” immediately following the parenthetical “(or any Lender or any Affiliate thereof at the time such Specified Hedge Agreement was entered into)” in the definition of “Borrower Hedge Agreement Obligations.”

Section 2.3.1.3 by amending and restating the definition of “Borrower Obligations” in its entirety as follows:

Borrower Obligations ”: the collective reference to (i) the Borrower Credit Agreement Obligations, (ii) the Borrower Hedge Agreement Obligations, (iii) the Borrower Foreign Currency L/C Obligations and (iv) the Borrower Cash Management Obligations, but, as to clauses (ii), (iii) and (iv) hereof, only to the extent that, and only so long as, the Borrower Credit Agreement Obligations are secured and guaranteed pursuant hereto.

Section 2.3.1.4 by deleting “$2,500,000” in the definition of “Material Government Contracts” and replacing it with “$5,000,000.”

Section 2.3.2 Section 2.1(d), Section 2.1(e), Section 2.3, the preamble to Section 5, Section 6.5(ii) and Section 8.15(a), are each hereby amended by deleting the parenthetical “(other than Borrower Hedge Agreement Obligations, Borrower Cash Management Obligations and contingent or indemnification obligations not then due)” and replacing it with “(other than Borrower Hedge Agreement Obligations, Borrower Foreign Currency L/C Obligations, Borrower Cash Management Obligations and contingent or indemnification obligations not then due).”

Section 2.3.3 Section 8.15(b) is hereby amended by inserting the following phrase at the end of the first sentence thereof “, including, for the avoidance of doubt, notices of termination of the assignment and other related documents with respect to any Property for which an assignment has been made pursuant to any of the Loan Documents (including pursuant to Section 5.3 of this Agreement) which is being sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the Credit Agreement.”

Section 2.4. Waiver . The Required Lenders, the Administrative Agent and Collateral Agent hereby waive:

Section 2.4.1 any Default or Event of Default that has arisen or may arise under the Loan Documents, including without limitation, Defaults or Events of Default under Sections 6.2(b), 6.7, 6.8 or 7.16 of the Existing Credit Agreement, by reason of the failure of the Borrower to notify the Administrative Agent and the Collateral Agent that the name of Aestix, Inc., a Loan Party, was changed on February 24, 2010, to Booz Allen Hamilton International, Inc. or the Borrower’s failure to deliver to the Collateral Agent financing change statements under the Uniform Commercial Code to maintain the validity, perfection and priority of the security interest in Booz Allen Hamilton International, Inc. and its property constituting Collateral under the Security Documents (collectively, the “ Existing Defaults ”).

Section 2.4.2 any failure of any representation or warranty made by the Borrower pursuant to Section 5.2 of the Credit Agreement to be true and correct as a result of any of the Existing Defaults.

ARTICLE 3

BAH Tranche A Term Loans, BAH Tranche B Term Loans and Additional Revolving Commitments

Section 3.1. BAH Term Commitments . Subject to the terms and conditions hereof, (a) each BAH Tranche A Term Lender severally agrees to make a term loan (a “ BAH Tranche A Term Loan ”) in Dollars to the BAH Borrower on the Effective Date in the amount of the BAH Tranche A Term Commitment of such BAH Tranche A Term Lender and (b) each BAH Tranche B Term Lender severally agrees to make a term loan (a “ BAH Tranche B Term Loan ”) in Dollars to the BAH Borrower on the Effective Date in the BAH Tranche B Term Commitment of such BAH Tranche B Term Lender.

Section 3.2. Procedure for BAH Term Loan Borrowing . The BAH Borrower shall give the Administrative Agent irrevocable written notice (which notice must be received by the Administrative Agent prior to 12:00 Noon, New York City time, two Business Days prior to the anticipated Effective Date) requesting that the applicable BAH Lenders make the applicable BAH Term Loans on the Effective Date and specifying the amount to be borrowed and the requested Interest Period, if applicable. Upon receipt of such notice the Administrative Agent shall promptly notify each applicable BAH Lender thereof. Subject to satisfaction of the conditions set forth in Section 4.1, not later than 11:00 A.M., New York City time, on the Effective Date each applicable BAH Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the BAH Term Loan or BAH Term Loans to be made by such BAH Lender on such date. The Administrative Agent shall credit the account designated in writing by the BAH Borrower to the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the BAH Lenders in immediately available funds. It being understood that on the Effective Date, (a) BAH Borrower will contribute the net proceeds of the BAH Term Loans to Holdings as common equity, (b) Holdings will contribute all such proceeds received by it to the Borrower as common equity and (c) the Borrower will apply all such proceeds in accordance with Section 6.9 of the Amended and Restated Credit Agreement.

Section 3.3. Terms of BAH Term Loans . Before and until all of the outstanding Terms Loans (as defined in the Existing Credit Agreement) have been repaid in full, the BAH Tranche A Term Loans and the BAH Tranche B Term Loans will be governed by the terms of the Amended and Restated Credit Agreement applicable to Tranche A Term Loans and Tranche B Term Loans, respectively, whether or not the Amended and Restated Credit Agreement is then in effect. On the Effective Date upon the repayment in full of all of the outstanding Term Loans (as defined in the Existing Credit Agreement) and the effectiveness of the amendments set forth in Article 2, (a) the BAH Borrower hereby irrevocably assigns to the Borrower, and the Borrower hereby irrevocably assumes from BAH Borrower, all of BAH Borrower’s rights and obligations in respect of the BAH Term Loans hereunder, (b) the BAH Tranche A Term Loan of each BAH Tranche A Term Lender shall become a Tranche A Term Loan under the Amended and Restated Credit Agreement, and each BAH Tranche A Term Lender shall be deemed to be a party to, and a Tranche A Term Lender, under the Amended and Restated Credit Agreement and (c) the BAH Tranche B Term Loan of each BAH Tranche B Term Lender shall become a Tranche B Term Loan under the Amended and Restated Credit Agreement, and each BAH Tranche B Term Lender shall be deemed to be a party to, and a Tranche B Term Lender, under the Amended and Restated Credit Agreement.

Section 3.4. Additional Revolving Commitments . On the Effective Date upon effectiveness of the amendments set forth in Article 2, (i) the Revolving Commitment of each Additional Revolving Lender that has an Existing Revolving Commitment shall be automatically and without further action increased by an amount equal to such Additional Revolving Lender’s Additional Revolving Commitment and (ii) each Additional Revolving Lender that does not have an Existing Revolving Commitment shall automatically and without further action be deemed to be a party to, and a Revolving Lender under, the Amended and Restated Credit Agreement with a new Revolving Commitment in an amount equal to such Revolving Lender’s Additional Revolving Commitment. Immediately after giving effect to the increase in the Revolving Commitments on the Effective Date (as contemplated by the immediately preceding sentence), the Revolving Commitments of each Lender whose Revolving Commitments exceed the amount set forth opposite its name on Schedule 3.4 (each, an “ Assigning Lender ”) shall be automatically assigned to Lenders whose Revolving Commitments are less than the amount set forth opposite their names on Schedule 3.4 (each, an “ Assuming Lender ”) and each Assuming Lender shall automatically have assumed Revolving Commitments from the Assigning Lenders, in each case, in an amount sufficient so that the Revolving Commitments of each Lender is equal to the amount set forth opposite its name on Schedule 3.4 .

ARTICLE 4

Conditions

Section 4.1. Conditions to BAH Loan Effectiveness and Waivers . This Agreement and the obligations of each BAH Lender to make BAH Term Loans hereunder shall become effective as of the date (the “ Effective Date ”) on which:

Section 4.1.1 Agreement . The Administrative Agent shall have received this Agreement, executed and delivered by the BAH Borrower, the Borrower, each Guarantor, the Collateral Agent, the Issuing Lender, the Swingline Lender, each Lender holding Revolving Commitments under the Existing Credit Agreement, each BAH Term Lender and each Additional Revolving Lender;

Section 4.1.2 No Default . No Default or Event of Default (other than the Existing Defaults) shall exist as of the Effective Date, both immediately before and immediately after giving effect to this Agreement and the borrowing of the BAH Tranche A Term Loans and the BAH Tranche B Term Loans, and the making of the Additional Revolving Commitments;

Section 4.1.3 Representations and Warranties . All of the representations and warranties (other than representations and warranties which are not true and correct as a result of matters described in Section 2.4 hereof) contained in the Loan Documents and in Sections 5 and 6 of this Agreement shall be true and correct in all material respects on the Effective Date, both immediately before and immediately after giving effect to this Agreement and the borrowing of the BAH Tranche A Term Loans and the BAH Tranche B Term Loans and the making of the Additional Revolving Commitments, with the same effect as though such representations and warranties had been made on and as of the Effective Date (unless such representation or warranty relates to a specific date, in which case such representation or warranty shall be true and correct in all material respects as of such specific date);

Section 4.1.4 Borrowing Notice . The Administrative Agent shall have received a notice of Borrowing from the BAH Borrower pursuant to Section 3.2 of this Agreement with respect to the BAH Tranche A Term Loans and BAH Tranche B Term Loans;

Section 4.1.5 Fees . The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced at least 3 Business Days prior to the Effective Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including the reasonable fees, charges and disbursements of Cravath, Swaine & Moore LLP, counsel to the Administrative Agent) required to reimbursed or paid by the Borrower hereunder or under any other Loan Document;

Section 4.1.6 Legal Opinions . The Administrative Agent shall have received an executed legal opinion of (i) Debevoise & Plimpton LLP, special New York counsel to the Loan Parties, substantially in the form of Exhibit D-1 and (ii) Morris, Nichols, Arsht & Tunnell LLP, special Delaware counsel to the Loan Parties, substantially in the form of Exhibit D-2 ;

Section 4.1.7 Closing Certificate . The Administrative Agent shall have received a certificate of BAH Borrower, the Borrower and each of the other Loan Parties, dated as of the Effective Date, each substantially in the form of Exhibit E , with appropriate insertions and attachments; and

Section 4.1.8 USA Patriot Act . The Lenders shall have received from the BAH Borrower and each of the Loan Parties documentation and other information requested by any Lender no less than 10 calendar days prior to the Effective Date that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA Patriot Act.

Section 4.1.9 Financing Statement . A UCC-1 financing statement naming Booz Allen Hamilton International, Inc., as debtor and Credit Suisse AG, Cayman Islands Branch, as secured party, shall have been filed with Secretary of State of Delaware.

Section 4.2. Amendment and Restatement Effectiveness . Each of the amendments set forth in Sections 2.1, 2.2 and 2.3 and each of the waivers set forth in Section 2.4 shall become effective on the Effective Date immediately following the repayment in full of all of the outstanding Term Loans (as defined in the Existing Credit Agreement).

ARTICLE 5
Representations and Warranties of Borrower

Section 5.1. Representations and Warranties; No Default . In order to induce the Lenders to enter into this Agreement and to make the BAH Tranche A Term Loans, the BAH Tranche B Term Loans and the Additional Revolving Commitments, the Borrower hereby represents and warrants that:

Section 5.1.1 no Default or Event of Default (other than the Existing Defaults) exists as of the Effective Date, both immediately before and immediately after giving effect to this Agreement and the borrowing of the BAH Tranche A Term Loans and the BAH Tranche B Term Loans, and the making of the Additional Revolving Commitments; and

Section 5.1.2 all of the representations and warranties (other than the representations and warranties which are not true and correct as a result of matters described in Section 2.4) contained in the Amended and Restated Credit Agreement and in the other Loan Documents are true and correct in all material respects on the Effective Date, both immediately before and immediately after giving effect to this Agreement and the borrowing of the BAH Tranche A Term Loans and the BAH Tranche B Term Loans and the making of the Additional Revolving Commitments, with the same effect as though such representations and warranties had been made on and as of the Effective Date (unless such representation or warranty relates to a specific date, in which case such representation or warranty shall be true and correct in all material respects as of such specific date).

ARTICLE 6
Representations and Warranties of BAH Borrower

Section 6.1. Representations and Warranties . In order to induce the Lenders to enter into this Agreement and to make the BAH Tranche A Term Loans, the BAH Tranche B Term Loans and the Additional Revolving Commitments, the BAH Borrower hereby represents and warrants that:

Section 6.1.1 Existence; Compliance with Law . BAH Borrower (a) (i) is duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation and (ii) has the corporate power and authority, and the legal right, to own and operate its Property, to lease the Property it operates as lessee and to conduct the business in which it is currently engaged, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect and (b) is in compliance with all Requirements of Law except to the extent that any such failure to comply therewith would not have a Material Adverse Effect.

Section 6.1.2 Corporate Power; Authorization; Enforceable Obligations .

Section 6.1.2.1 BAH Borrower has the corporate power and authority to make, deliver and perform this Agreement and to borrow hereunder. BAH Borrower has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement and to authorize the extensions of credit on the terms and conditions of this Agreement.

Section 6.1.2.2 No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority is required in connection with the extensions of credit hereunder or the execution, delivery, performance, validity or enforceability of this Agreement, except (i) consents, authorizations, filings and notices described in Schedule 4.4 to the Amended and Restated Credit Agreement, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect or the failure to obtain which would not reasonably be expected to have a Material Adverse Effect and (ii) the filings referred to in Section 4.17 of the Amended and Restated Credit Agreement.

Section 6.1.2.3 This Agreement has been duly executed and delivered on behalf of BAH Borrower. This Agreement constitutes a legal, valid and binding obligation of BAH Borrower, enforceable against BAH Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) and the implied covenants of good faith and fair dealing.

Section 6.1.3 No Legal Bar . The execution, delivery and performance of this Agreement by BAH Borrower, the borrowings hereunder and the use of the proceeds thereof will not (a) violate the organizational or governing documents of BAH Borrower, (b) except as would not reasonably be expected to have a Material Adverse Effect, violate any Requirement of Law binding on BAH Borrower or any Contractual Obligation of BAH Borrower or (c) except as would not have a Material Adverse Effect, result in, or require, the creation or imposition of any Lien on any of its properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation (other than the Liens permitted by Section 7.3 of the Amended and Restated Credit Agreement).

Section 6.1.4 Investment Company Act . BAH Borrower is not an “investment company,” or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended.

ARTICLE 7
Covenant

Section 7.1. BAH Borrower and Holdings covenant and agree to use their respective best efforts to cause the BAH Merger to take place on the Effective Date following the effectiveness of the Amended and Restated Credit Agreement.

ARTICLE 8
Miscellaneous

Section 8.1. Security .

Section 8.1.1 The Borrower acknowledges that (i) the Tranche A Term Loans, the Tranche B Term Loans and any Revolving Loans and Reimbursement Obligations in respect of Additional Revolving Commitments constitute Borrower Obligations (as defined in the Guarantee and Collateral Agreement), (ii) the Guarantee and Collateral Agreement, as amended hereby, shall continue to be in full force and effect and (iii) all Liens granted by the Borrower as security for the Borrower Obligations pursuant to the Guarantee and Collateral Agreement, as amended hereby, continue in full force and effect.

Section 8.1.2 Each Guarantor acknowledges that (i) the Tranche A Term Loans, the Tranche B Term Loans and any Revolving Loans and Reimbursement Obligations in respect of Additional Revolving Commitments constitute Borrower Obligations (as defined in the Guarantee and Collateral Agreement) and (ii) notwithstanding the execution and delivery of this Agreement and the amendment and restatement of the Existing Credit Agreement pursuant hereto, (a) the Guarantee and Collateral Agreement, as amended hereby, shall continue to be in full force and effect, (b) the Guarantor Obligations of such Guarantor are not impaired or, except as expressly set forth herein, affected and (c) all guarantees made by such Guarantor pursuant to the Guarantee and Collateral Agreement, as amended hereby, and all Liens granted by such Guarantor as security for the Guarantor Obligations of such Guarantor pursuant to the Guarantee and Collateral Agreement, as amended hereby, continue to be in full force and effect and benefit the Borrower Obligations described in clause (i) of this Section 8.1.2; and, further, confirms and ratifies its obligations under each of the Loan Documents executed by it, as amended hereby.

Section 8.2. Severability . Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 8.3. Continuing Effect; No Other Waivers or Amendments . Except as expressly set forth herein, this Agreement shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders, the Administrative Agent or the Loan Parties under the Amended and Restated Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Amended and Restated Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Amended and Restated Credit Agreement or any other Loan Document in similar or different circumstances. After the Effective Date, any reference in any Loan Document to the Credit Agreement shall mean the Amended and Restated Credit Agreement and any reference to the Guarantee and Collateral Agreement in any Loan Document to the Guarantee and Collateral Agreement shall mean the Guarantee and Collateral Agreement as amended hereby.

Section 8.4. Counterparts . This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Agreement by facsimile or electronic (i.e. “pdf”) transmission shall be effective as delivery of a manually executed counterpart hereof.

Section 8.5. GOVERNING LAW . THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS TO THE EXTENT THAT THE SAME ARE NOT MANDATORILY APPLICABLE BY STATUTE AND THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

Section 8.6. Credit Agreement Provisions . Sections 10.2, 10.5, 10.6, 10.12, 10.13, 10.14, 10.17 and 10.18 of the Amended and Restated Credit Agreement shall be deemed to be incorporated herein mutatis mutandis and shall apply to the parties hereto.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered as of the date first above written.

BAH BORROWER CORPORATION

         
By:   /s/ Samuel R. Strickland
     
   
Name:
  Samuel R. Strickland

    Title: Vice President, Chief Financial Officer
and Treasurer

BOOZ ALLEN HAMILTON INC.

         
By:   /s/ Samuel R. Strickland
     
   
Name:
  Samuel R. Strickland

    Title: Executive Vice President and Chief
Financial Officer

BOOZ ALLEN HAMILTON INVESTOR CORPORATION

         
By:   /s/ Samuel R. Strickland
     
   
Name:
  Samuel R. Strickland

    Title: Executive Vice President and Chief
Financial Officer

BOOZ ALLEN HAMILTON INTERNATIONAL, INC.

By:        /s/ Samuel R. Strickland      

    Name: Samuel R. Strickland
Title: Chief Financial Officer, Vice
President
and Treasurer

ASE, INC.

By:        /s/ CG Appleby       
Name: CG Appleby
Title: Secretary

BOOZ ALLEN TRANSPORTATION, INC.

By:        /s/ CG Appleby       
Name: CG Appleby
Title: Secretary

1

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH
as Administrative Agent, Collateral Agent, Issuing Lender and Swingline Lender

                 
    By:  
/s/John Toronto
 
 
         
   
       
Name:
Title:
  John Toronto
Managing Director
 

    By:   /s/ Vipul Dhadda
   
         
   
       
Name:
Title:
  Vipul Dhadda
Associate
 

2

                 
NEW BAH LENDERS:   Name of Institut  
ion, as a BAH Le
  nder:  
Credit Suisse AG, Cayman Islands Branch  
 

 
 
       

 
 
    By:  
/s/ John Toronto
 
 
       
 
     
       
Name:
Title:
  John Toronto
Managing Director
 

    By:  
/s/ Vipul Dhadda
      *
       
 
     
       
Name:
Title:
  Vipul Dhadda
Associate
 

    LENDERS under the  

    Existing Credit Agreement:  

By signing below, you have indicated your consent to the Agreement

Name of Institution:

Credit Suisse AG, Cayman Islands Branch

                 
    By:   /s/ John Toronto
   
         
   
       
Name:
Title:
  John Toronto
Managing Director
 

    By:   /s/ Vipul Dhadda
  *
         
   
       
Name:
Title:
  Vipul Dhadda
Associate
 

NEW BAH LENDERS:   Name of Institution, as a BAH Lender:        
American Savings Bank, F.S.B., as a BAH Lender            
             
    By:  
/s/ Rian DuBach
 
 
         
   
       
Name:
Title:
  Rian DuBach
Vice President
 

    By:  
 
      *
       
 
     
       
Name:
 
 
       
Title:
 
 
NEW BAH LENDERS:   Name of Institution, as a BAH Lender:        
Bank of America, N.A.  
 

 
 
       

 
 
    By:   /s/ David H. Strickert
   
         
   
       
Name:
Title:
  David H. Strickert
Managing Director
 

    By:  
 
      *
       
 
     

    Name:

Title:

    LENDERS under the  

    Existing Credit Agreement:  

By signing below, you have indicated your consent to the Agreement

Name of Institution:

Bank of America, N.A.

                 
    By:   /s/ David H. Strickert
   
         
   
       
Name:
Title:
  David H. Strickert
Managing Director
 

    By:  
 
      *
       
 
     
       
Name:
 
 
       
Title:
 
 
NEW BAH LENDERS:   Name of Institution, as a BAH Lender:    
Bank Leumi USA  
 

 
 
       

 
 
    By:   /s/ Steven Caligon
   
         
   
       
Name:
Title:
  Steven Caligon
Senior Vice President
 

    By:  
 
      *
       
 
     
       
Name:
 
 
       
Title:
 
 
NEW BAH LENDERS:   Name of Institution, as a BAH Lender:    
Barclays Bank PLC  
 

 
 
       

 
 
    By:   /s/ Michael J. Mozer
   
         
   
       
Name:
Title:
  Michael J. Mozer
Assistant Vice President
 

    By:  
 
      *
       
 
     

    Name:

Title:

    LENDERS under the  

    Existing Credit Agreement:  

By signing below, you have indicated your consent to the Agreement

Name of Institution:

Barclays Bank PLC

                 
    By:   /s/ Craig Malloy
   
         
   
       
Name:
Title:
  Craig Malloy
Director
 

    By:  
 
      *
       
 
     
       
Name:
 
 
       
Title:
 
 
NEW BAH LENDERS:   Name of Institution, as a BAH Lender:    
Branch Bank and Trust Company  
 

 
 
       

 
 
    By:   /s/ Daniel T. Laurenzi
   
         
   
       
Name:
Title:
  Daniel T. Laurenzi
Vice President
 

    By:  
 
      *
       
 
     
       
Name:
 
 
       
Title:
 
 
NEW BAH LENDERS:   Name of Institution, as a BAH Lender:    
California First National Bank  
 

 
 
       

 
 
    By:  
/s/ D.N. Lee
 
 
         
   
       
Name:
Title:
  D.N. Lee
S.V.P.
 

    By:  
 
      *
       
 
     
       
Name:
 
 
       
Title:
 
 
NEW BAH LENDERS:   Name of Institution, as a BAH Lender:    
Capital One, N.A.  
 

 
 
       

 
 
    By:   /s/ Van Buren Knick II
   
         
   
       
Name:
Title:
  Van Buren Knick II
Senior Vice President
 

    By:  
 
      *
       
 
     
       
Name:
 
 
       
Title:
 
 
NEW BAH LENDERS:   Name of Institution, as a BAH Lender:    
CIT Bank  
 

 
 
       

 
 
    By:   /s/ Daniel A. Burnett
   
         
   
       
Name:
Title:
  Daniel A. Burnett
Vice President
 

    By:  
 
      *
       
 
     

    Name:

Title:

    LENDERS under the  

    Existing Credit Agreement:  

By signing below, you have indicated your consent to the Agreement

Name of Institution:

CIT Bank

         
   
By:/s/ Daniel A Burnett
 
   
 
 
   
Name:Daniel A. Burnett
Title:Vice President
 

   
By:
  *
   
 
 
   
Name:
 
   
Title:
 
NEW BAH LENDERS:  
Name of Institution, as a BAH Lender:
 

    Citizens Bank of Pennsylvania, a Pennsylvania state chartered bank—
             
By:   /s/ Leslie Grizzard
   
     
   
   
Name:
Title:
  Leslie Grizzard
SVP
 

By:  
 
      *
   
 
     

    Name:

Title:

                 
NEW BAH LENDERS:   Name of Institution, as a BAH Lender:    
Crédit Industriel et Commercial  
 

 
 
       

 
 
    By:   /s/ Anthony Rock
   
         
   
       
Name:
Title:
  Anthony Rock
Managing Director
 

    By:   /s/ Adrienne Molloy
  *
         
   
       
Name:
Title:
  Adrienne Molloy
Vice President
 

NEW BAH LENDERS:   Name of Institution, as a BAH Lender:    
East West Bank  
 

 
 
       

 
 
    By:   /s/ Nancy A. Moore
   
         
   
       
Name:
Title:
  Nancy A. Moore
Senior Vice President
 

    By:  
 
      *
       
 
     
       
Name:
 
 
       
Title:
 
 
NEW BAH LENDERS:   Name of Institution, as a BAH Lender:    
First Commonwealth Bank  
 

 
 
       

 
 
    By:   /s/ Lawrence C. Deihle
   
         
   
       
Name:
Title:
  Lawrence C. Deihle
Senior Vice President
 

    By:  
 
      *
       
 
     
       
Name:
 
 
       
Title:
 
 
NEW BAH LENDERS:   Name of Institution, as a BAH Lender:    
Firstrust Bank  
 

 
 
       

 
 
    By:  
/s/ Ellen Frank
 
 
         
   
       
Name:
Title:
  Ellen Frank
Vice President
 

    By:  
 
      *
       
 
     
       
Name:
 
 
       
Title:
 
 
NEW BAH LENDERS:   Name of Institution, as a BAH Lender:    
Goldman Sachs Bank USA  
 

 
 
       

 
 
    By:  
/s/ Mark Walton
 
 
         
   
       
Name:
Title:
  Mark Walton
Authorized Signatory
 

    By:  
 
      *
       
 
     

    Name:

Title:

    LENDERS under the  

    Existing Credit Agreement:  

By signing below, you have indicated your consent to the Agreement

Name of Institution:

Goldman Sachs Credit Partners L.P.

         
   
By:/s/ Mark Walton
 
   
 
 
   
Name:Mark Walton
Title:Authorized Signatory
 

   
By:
  *
   
 
 
   
Name:
 
   
Title:
 
NEW BAH LENDERS:  
Name of Institution, as a BAH Lender:
 
HSBC Bank USA, National Association  

 
   
 
 
   
By:/s/ Reed R. Menefee
 
   
 
 
   
Name:Reed R. Menefee
Title:Vice President
 

   
By:
  *
   
 
 
   
Name:
 
   
Title:
 
NEW BAH LENDERS:  
Name of Institution, as a BAH Lender:
 
Hua Nan Commercial Bank, Ltd., Los Angeles Branch    
     
   
By:/s/ Oliver C.H. Hsu
 
   
 
 
   
Name:Oliver C.H. Hsu
Title:VP & General Manager
 

   
By:
  *
   
 
 
   
Name:
 
   
Title:
 
NEW BAH LENDERS:  
Name of Institution, as a BAH Lender:
 

    Mega International Commercial Bank Co., Ltd. New York Branch
             
By:   /s/ Priscilla Hsing
   
     
   
   
Name:
Title:
  Priscilla Hsing
VP & DGM
 

By:  
 
      *
   
 
     

    Name:

Title:


   NEW BAH LENDERS:          Name of Institution, as a BAH Lender:

Mizuho Corporate Bank, Ltd.
---------------------------   -------------

                              By:             /s/ James R. Fayen
                                              --------------------------------------

                                              Name:           James R. Fayen
                                              Title:          Deputy General Manager



                              By:                                                      *
                                              -------------   ----------------------

                                              Name:

                                              Title:

   NEW BAH LENDERS:                 Name of Institution, as a BAH Lender:

Morgan Stanley Bank, N.A.
---------------------------   -------------

                              By:             /s/ Ryan Vetsch
                                              --------------------------------------

                                              Name:           Ryan Vetsch
                                              Title:          Authorized Signatory

                              By:                                                      *
                                              -------------   ----------------------

    Name:

Title:

    LENDERS under the  

    Existing Credit Agreement:  

By signing below, you have indicated your consent to the Agreement

Name of Institution:

Morgan Stanley Bank, N.A.

         
   
By:/s/ Ryan Vetsch
 
   
 
 
   
Name:Ryan Vetsch
Title:Authorized Signatory
 

   
By:
  *
   
 
 
   
Name:
 
   
Title:
 
NEW BAH LENDERS:  
Name of Institution, as a BAH Lender:
 
PNC Bank National Association  

 
   
 
 
   
By:/s/ Matthew Sawyer
 
   
 
 
   
Name:Matthew Sawyer
Title:VP
 

   
By:
  *
   
 
 
   
Name:
 
   
Title:
 
NEW BAH LENDERS:  
Name of Institution, as a BAH Lender:
 
Raymond James Bank, FSB  

 
   
 
 

    By: /s/ Garrett McKinnon       
         
    Name:       Garrett McKinnon  
    Title:       Senior Vice President  
    By:                 *
    Name:                  
    Title:                  
NEW BAH LENDERS: Name of Institution, as a BAH Lender:        
Scotiabanc Inc.                  
    By: /s/ J.F. Todd      
    Name:           J.F. Todd  
    Title:           Managing Director  
    By: /s/ R. Blackwood *      
    Name:           R. Blackwood      
    Title:           Director      
NEW BAH LENDERS: Name of Institution, as a BAH Lender:        
Siemens Financial Services, Inc.                  
    By: /s/ Doug Maitar      
    Name:           Doug Maitar  
    Title:           MD  
    By: /s/ Arthor Colburt *      
    Name:           Arthur Colburt      
    Title:           MD      
NEW BAH LENDERS: Name of Institution, as a BAH Lender:        
Sovereign Bank                  
    By: /s/ David Dsvlingor      
    Name:       David Dsvlingor  
    Title:       Senior Vice President  
    By:                 *
    Name:                  
    Title:                  
NEW BAH LENDERS: Name of Institution, as a BAH Lender:        
State Bank of India                  
    By: /s/ C. Sreenivasulu Setty      
    Name:       C. Sreenivasulu Setty  
    Title:       Vice President & Head (Syndications)  
    By:                 *
    Name:                  
    Title:                  
NEW BAH LENDERS: Name of Institution, as a BAH Lender:        
Sumitomo Mitsui Banking Corporation                  
    By: /s/ William M. Ginn      
    Name:       William M. Ginn  
    Title:       Executive Officer  
    By:                 *

    Name:

Title:

    LENDERS under the  

    Existing Credit Agreement:  

By signing below, you have indicated your consent to the Agreement

Name of Institution:

Sumitomo Mitsui Banking Corporation

                 
    By:   /s/ William M. Ginn
   
         
   
       
Name:
Title:
  William M. Ginn
Executive Officer
 

    By:  
 
      *
       
 
     
       
Name:
 
 
       
Title:
 
 
NEW BAH LENDERS:   Name of Institution, as a BAH Lender:    
The Bank of Nova Scotia  
 

 
 
       

 
 
    By:   /s/ David Schwartzbard
   
         
   
       
Name:
Title:
  David S

 

    By:  
 
      *
       
 
     

    Name:

Title:

    LENDERS under the  

    Existing Credit Agreement:  

By signing below, you have indicated your consent to the Agreement

Name of Institution:

The Bank of Nova Scotia

                 
    By:   /s/ David Schwartzbard
   
         
   
       
Name:
Title:
  David Schwartzbard
Director
 

    By:  
 
      *
       
 
     
       
Name:
 
 
       
Title:
 
 
NEW BAH LENDERS:   Name of Institution, as a BAH Lender:    
The Bank of Tokyo-Mitsubishi UFI, Ltd.  
 

 
 
       

 
 
    By:   /s/ Charles Stewart
   
         
   
       
Name:
Title:
  Charles Stewart
Authorized Signatory
 

    By:  
 
      *
       
 
     

    Name:

Title:

    LENDERS under the  

    Existing Credit Agreement:  

By signing below, you have indicated your consent to the Agreement

Name of Institution:

Madison Park Funding III, Ltd., By Credit Suisse Alternative Capital, Inc., as collateral manager; Atrium V By: Credit Suisse Alternative Capital, Inc., as collateral manager

                 
    By:   /s/ Lauri Whitlock
   
         
   
       
Name:
Title:
  Lauri Whitlock
Authorized Signatory
 

    By:  
 
      *
       
 
     
       
Name:
 
 
       
Title:
 
 
NEW BAH LENDERS:   Name of Institution, as a BAH Lender:    
TD Bank, N.A.  
 

 
 
       

 
 
    By:   /s/ Marla Willner
   
         
   
       
Name:
Title:
  Marla Willner
TD Bank, N.A., S.V.P.
 

    By:  
 
      *
       
 
     

    Name:

Title:

* For institutions requiring two signature blocks. SCHEDULE 3.1
TO AGREEMENT

COMMITMENTS

                 
    BAH Tranche A   BAH Tranche B
Lender   Commitment   Commitment
American Savings Bank, F.S.B.
  $ 8,000,000.00          
 
               
Bank of America, N.A.
  $ 30,000,000.00     $ 500,000,000.00  
 
               
Bank Leumi USA
  $ 12,000,000.00          
 
               
Barclays Bank PLC
  $ 7,000,000.00          
 
               
Branch Banking and Trust Company
  $ 16,000,000.00          
 
               
California First National Bank
  $ 8,000,000.00          
 
               
Capital One, N.A.
  $ 20,000,000.00          
 
               
CIT Bank
  $ 10,000,000.00          
 
               
Citizens Bank of Pennsylvania, a
  $ 30,000,000.00          
Pennsylvania state chartered bank
               
 
               
City National Bank
  $ 10,000,000.00          
 
               
Crédit Industriel et Commercial
  $ 20,000,000.00          
 
               
Credit Suisse AG, Cayman Islands Branch
  $ 20,000,000.00          
 
               
East West Bank
  $ 10,000,000.00          
 
               
First Commonwealth Bank
  $ 10,000,000.00          
 
               
Firstrust Bank
  $ 4,000,000.00          
 
               
Goldman Sachs Bank USA
  $ 7,000,000.00          
 
               
HSBC Bank USA, National Association
  $ 30,000,000.00          
 
               
Hua Nan Commercial Bank, Ltd., Los
  $ 3,000,000.00          
Angeles Branch
               
 
               
Mega International Commercial Bank
  $ 8,000,000.00          
Co., Ltd. New York Branch
               
 
               
Mizuho Corporate Bank, Ltd.
  $ 30,000,000.00          
 
               
Morgan Stanley Bank, N.A.
  $ 7,000,000.00          
 
               
PNC Bank National Association
  $ 16,000,000.00          
 
               
Raymond James Bank, FSB
  $ 24,000,000.00          
 
               
Scotiabanc Inc.
  $ 15,000,000.00          
 
               
Siemens Financial Services, Inc.
  $ 16,000,000.00          
 
               
Sovereign Bank
  $ 20,000,000.00          
 
               
State Bank of India
  $ 24,000,000.00          
 
               
Sumitomo Mitsui Banking Corporation
  $ 20,000,000.00          
 
               
TD Bank, N.A.
  $ 20,000,000.00          
 
               
The Bank of Nova Scotia
  $ 15,000,000.00          
 
               
The Bank of Tokyo-Mitsubishi UFJ, Ltd.
  $ 30,000,000.00          
 
               
TOTAL:
  $ 500,000,000.00     $ 500,000,000.00  
 
               

SCHEDULE 3.4
TO AGREEMENT

         
Lender   Revolving Commitment
American Savings Bank, F.S.B.
  $ 2,000,000.00  
 
       
Atrium V
  $ 0.00  
 
       
Bank of America, N.A.
  $ 37,500,000.00  
 
       
Bank Leumi USA
  $ 3,000,000.00  
 
       
Barclays Bank PLC
  $ 21,500,000.00  
 
       
Branch Banking and Trust Company
  $ 4,000,000.00  
 
       
California First National Bank
  $ 2,000,000.00  
 
       
Capital One, N.A.
  $ 5,000,000.00  
 
       
CIT Bank
  $ 15,000,000.00  
 
       
Citizens Bank of Pennsylvania, a Pennsylvania state
  $ 7,500,000.00  
chartered bank
       
 
       
City National Bank
  $ 2,500,000.00  
 
       
Crédit Industriel et Commercial
  $ 5,000,000.00  
 
       
Credit Suisse AG, Cayman Islands Branch
  $ 37,500,000.00  
 
       
East West Bank
  $ 2,500,000.00  
 
       
First Commonwealth Bank
  $ 2,500,000.00  
 
       
Firstrust Bank
  $ 1,000,000.00  
 
       
Goldman Sachs Bank USA
  $ 12,250,000.00  
 
       
Goldman Sachs Credit Partners L.P.
  $ 0.00  
 
       
HSBC Bank USA, National Association
  $ 7,500,000.00  
 
       
Hua Nan Commercial Bank, Ltd., Los Angeles Branch
  $ 1,000,000.00  
 
       
Madison Park Funding I, Ltd.
  $ 0.00  
 
       
Madison Park Funding III, Ltd.
  $ 0.00  
 
       
Mega International Commercial Bank Co., Ltd. New York
  $ 2,000,000.00  
Branch
       
 
       
Mizuho Corporate Bank, Ltd.
  $ 7,500,000.00  
 
       
Morgan Stanley Bank, N.A.
  $ 21,500,000.00  
 
       
PNC Bank National Association
  $ 4,000,000.00  
 
       
Raymond James Bank, FSB
  $ 6,000,000.00  
 
       
Siemens Financial Services, Inc.
  $ 4,000,000.00  
 
       
Sovereign Bank
  $ 5,000,000.00  
 
       
State Bank of India
  $ 6,000,000.00  
 
       
Sumitomo Mitsui Banking Corporation
  $ 29,750,000.00  
 
       
TD Bank, N.A.
  $ 5,000,000.00  
 
       
The Bank of Nova Scotia
  $ 7,500,000.00  
 
       
The Bank of Tokyo-Mitsubishi UFJ, Ltd.
  $ 7,500,000.00  
 
       
TOTAL:
  $ 275,000,000.00  
 
       

EXHIBIT A
TO AGREEMENT
EXHIBIT B
TO AGREEMENT

SCHEDULES

to
SECOND AMENDED & RESTATED CREDIT AGREEMENT 1
among
BOOZ ALLEN HAMILTON INVESTOR CORPORATION
(f/k/a EXPLORER INVESTOR CORPORATION
and as successor to BAH BORROWER CORPORATION),

BOOZ ALLEN HAMILTON INC.
(as successor to EXPLORER MERGER SUB CORPORATION),
as the Borrower,
The Several Lenders from Time to Time Parties Hereto,
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,
(f/k/a CREDIT SUISSE, CAYMAN ISLANDS BRANCH)
as Administrative Agent, Collateral Agent, Issuing Lender and Swingline Lender,
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,
and
CREDIT SUISSE SECURITIES (USA) LLC,
as Joint Lead Arrangers,
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,
CREDIT SUISSE SECURITIES (USA) LLC,
BARCLAYS CAPITAL,
GOLDMAN SACHS BANK USA,
MORGAN STANLEY SENIOR FUNDING, INC.,
and
SUMITOMO MITSUI BANKING CORPORATION
as Joint Bookrunners,
BANK OF AMERICA, N.A.,
as Syndication Agent
and
BARCLAYS BANK PLC
as Documentation Agent
Dated as of July 31, 2008
and
Amended and Restated as of December 11, 2009
and further
Amended and Restated as of February 3, 2011

Schedule 1.1A
to Credit Agreement

Excluded Subsidiaries

Booz Allen Hamilton Intellectual Property Holdings, LLC

Schedule 1.1B
to Credit Agreement

Specified Foreign Currency L/C Agreements
None.

Schedule 1.1C
to Credit Agreement

Specified Hedge Agreements

None.

Schedule 2.1
to Credit Agreement

Commitments

                         
            Additional    
    Existing Revolving   Revolving    
Lender   Commitment   Commitment   Revolving Commitment
Atrium V
  $ 2,500,000.00             $ 2,500,000.00  
 
                       
Bank of America, N.A.
  $ 67,750,000.00     $ 30,000,000.00     $ 97,750,000.00  
 
                       
Barclays Bank PLC
  $ 31,500,000.00             $ 31,500,000.00  
 
                       
CIT Bank
  $ 15,000,000.00             $ 15,000,000.00  
 
                       
Credit Suisse AG,
  $ 46,500,000.00             $ 46,500,000.00  
Cayman Islands Branch
                       
 
                       
Goldman Sachs Credit
  $ 15,000,000.00             $ 15,000,000.00  
Partners L.P.
                       
 
                       
Madison Park Funding
  $ 2,000,000.00             $ 2,000,000.00  
I, Ltd
                       
 
                       
Madison Park Funding
  $ 2,000,000.00             $ 2,000,000.00  
III, Ltd
                       
 
                       
Morgan Stanley Bank,
  $ 26,500,000.00             $ 26,500,000.00  
N.A.
                       
 
                       
Sumitomo Mitsui
  $ 36,250,000.00             $ 36,250,000.00  
Banking Corporation
                       
 
                       
TOTAL:
  $ 245,000,000.00     $ 30,000,000     $ 275,000,000.00  
 
                       

1 Capitalized terms used but not defined in this Disclosure Schedule shall have the meanings assigned in the Credit Agreement

3

Schedule 4.3
to Credit Agreement

Existence; Compliance with Law

None.

4

Schedule 4.4
to Credit Agreement

Consents, Authorizations, Filings and Notices

Government Approvals :

None.

Consents :

None. Schedule 4.6
to Credit Agreement

Litigation

Six former officers and stockholders of the Borrower who had departed the firm prior to the Company Reorganization have filed a total of nine suits in various jurisdictions, with original filing dates ranging from July 3, 2008 through December 15, 2009 (three of which were amended on July 2, 2010 and then further amended into one consolidated complaint on September 7, 2010), against the Borrower and certain of the Borrower’s current and former directors and officers. Each of the suits arises out of the Company Reorganization and alleges that the former stockholders are entitled to certain payments that they would have received if they had held their stock at the time of the acquisition. Some of the suits also allege that the acquisition price paid to stockholders was insufficient. The various suits assert claims for breach of contract, tortious interference with contract, breach of fiduciary duty, civil RICO violations, violations of ERISA, and/or securities and common law fraud. Two of these suits have been dismissed with all appeals exhausted and a third suit has been dismissed but the former stockholder has sought leave to re-plead in New York state court. Five of the remaining suits are pending in the United States District Court for the Southern District of New York and the sixth is pending in the United States District Court for the Southern District of California. The aggregate alleged damages sought in these six remaining suits is approximately $348.7 million ($291.5 million of which is sought to be trebled pursuant to RICO), plus punitive damages, costs, and fees.

Schedule 4.8A
to Credit Agreement

Excepted Property

None.

Schedule 4.8B
to Credit Agreement

Owned Real Property

None.

Leased Real Property

                                     
Location Agreeme
  nt Address   City   State /   Country RSF   Expirat   ion Date  
 
 
                             
 
Domestic
  Lease   310 K Street   Anchorage   AK     159.00     6/30/2011  
 
 
                             
 
Domestic
  Lease   6703 Odyssey Drive   Huntsville   AL     20,629.00     1/31/2012  
 
 
                             
 
Domestic
  Lease   8650 Minnie Brown Road   Montgomery   AL     780.00     6/30/2011  
 
 
                             
 
Domestic
  Sublease   333 N. Lantana Street   Camarillo   CA     120.00     7/31/2011  
 
 
                             
 
Domestic
  Sublease   2350 East El Segundo Boulevard   El Segundo   CA     1,960.00     9/30/2013  
 
 
                             
 
Domestic
  Sublease   2310 E. El Segundo Blvd.   El Segundo   CA     280.00     11/30/2012  
 
 
                             
 
Domestic
  Sublease   2310 E. El Segundo Blvd.   El Segundo   CA     1,120.00     3/31/2012  
 
 
                             
 
Domestic
  Lease   20 Pacifica   Irvine   CA     7,708.00     10/31/2014  
 
 
                             
 
Domestic
  Lease   5220 Pacific Concourse Drive   Los Angeles   CA     22,823.00     10/31/2013  
 
 
                             
 
Domestic
  Lease   515 S. Flower Street   Los Angeles   CA     434.00     4/30/2011  
 
 
                             
 
Domestic
  Lease   1455 Frazee Road   San Diego   CA     10,637.00     6/30/2014  
 
 
                             
 
Domestic
  Lease   1615 Murray Canyon Road   San Diego   CA     89,861.00     7/31/2011  
 
 
                             
 
Domestic
  Lease   101 California Street   San Francisco   CA     38,297.00     1/21/2014  
 
 
                             
 
Domestic
  Lease   3201 Airpark Drive   Santa Maria   CA     1,364.00     5/11/2011  
 
 
                             
 
Domestic
  Lease   385 Moffett Park Drive   Sunnyvale   CA     8,882.00     1/31/2011  
 
 
                             
 
Domestic
  Lease   121 S. Tejon Street   Colorado Springs   CO     22,500.00     12/31/2014  
 
 
                             
 
Domestic
  Lease   121 S. Tejon Street   Colorado Springs   CO     22,500.00     5/31/2014  
 
 
                             
 
Domestic
  Sublease   7250 Getting Heights   Colorado Springs   CO     560.00     12/31/2011  
 
 
                             
 
Domestic
  Lease   5299 DTC Boulevard   Greenwood Village   CO     10,098.00     9/30/2013  
 
 
                             
 
Domestic
  Lease   901 15th Street, NW   Washington   DC     87,413.00     10/31/2017  
 
 
                             
 
Domestic
  Lease   20 M Street, S.E.   Washington   DC     30,152.00     4/30/2017  
 
 
                             
 
Domestic
  Lease   955 L’Enfant Plaza S.W.   Washington   DC     13,398.00     3/19/2014  
 
 
                             
 
Domestic
  Sublease   700 Thirteenth Street   Washington   DC     12,334.00     1/30/2012  
 
 
                             
 
Domestic
  Lease   1201 M Street SE   Washington   DC     4,506.00     11/30/2011  
 
 
                             
 
Domestic
  Sublease   300 M Street, SE   Washington   DC     10,497.00     4/30/2011  
 
 
                             
 
Domestic
  Lease   1101 Pennsylvania Avenue   Washington   DC     1,558.00     3/31/2011  
 
 
                             
 
Domestic
  Lease   445 Challenger Road   Cape Canaveral   FL     3,800.00     4/15/2015  
 
 
                             
 
Domestic
  Lease   5201 Blue Lagoon Drive   Miami   FL     145.00     6/30/2011  
 
 
                             
 
Domestic
  Lease   13501 Ingenuity Drive   Orlando   FL     4,025.00     7/31/2015  
 
 
                             
 
Domestic
  Lease   220 W. Garden Street   Pensacola   FL     9,272.00     1/31/2012  
 
 
                             
 
Domestic
  Lease   495 Grand Blvd.   Sandestin   FL     130.00     2/28/2011  
 
 
                             
 
Domestic
  Lease   1990 Main Street   Sarasota   FL     270.00     1/31/2012  
 
 
                             
 
Domestic
  Lease   4890 West Kennedy Blvd.   Tampa   FL     21,908.00     9/30/2014  
 
 
                             
 
Domestic
  Sublease   1533/1535/1537/1539 Moultrie Rd.   Albany   GA     440.00     10/31/2011  
 
 
                             
 
Domestic
  Lease   230 Peachtree Center N.W.   Atlanta   GA     42,119.00     6/30/2012  
 
 
                             
 
Domestic
  Lease   3100 Gentian Blvd   Columbus   GA     500.00     11/15/2011  
 
 
                             
 
Domestic
  Lease   312 N. Davis Drive   Warner Robins   GA     725.00     11/30/2011  
 
 
                             
 
Domestic
  Lease   737 Bishop Street   Honolulu   HI     17,174.00     8/31/2014  
 
 
                             
 
Domestic
  Lease   2900 100th Street   Urbandale   IA     4,921.00     3/31/2012  
 
 
                             
 
Domestic
  Sublease   225 W. Wacker Drive   Chicago   IL     2,200.00     11/29/2015  
 
 
                             
 
Domestic
  Lease   1003 E. Wesley Drive   O’Fallon   IL     8,870.00     12/5/2012  
 
 
                             
 
Domestic
  Lease   Building 62, Rock Island Arsenal   Rock Island   IL     1,175.00     10/31/2011  
 
 
                             
 
Domestic
  Lease   8888 Keystone Crossing   Indianapolis   IN     320.00     7/31/2011  
 
 
                             
 
Domestic
  Lease   1122 North Second Street   Leavenworth   KS     14,072.00     7/31/2013  
 
 
                             
 
Domestic
  Sublease   4500 Bowling Boulevard   Louisville   KY     1,095.00     9/30/2011  
 
 
                             
 
Domestic
  Lease   1003 N. Wilson Road   Radcliff   KY     1,882.00     5/31/2011  
 
 
                             
 
Domestic
  Lease   111 Veterans Blvd   Metairie   LA     2,354.00     3/31/2011  
 
 
                             
 
Domestic
  Storage   22 Batterymarch Street   Boston   MA     250.00     8/31/2015  
 
 
                             
 
Domestic
  Lease   22 Batterymarch Street   Boston   MA     5,271.00     2/28/2015  
 
 
                             
 
Domestic
  Lease   15 New England Exectuive Park   Burlington   MA     2,167.00     2/28/2011  
 
 
                             
 
Domestic
  Lease   91 Hartwell Avenue   Lexington   MA     9,993.00     11/30/2015  
 
 
                             
 
Domestic
  Lease   One Technology Drive   Westborough   MA     3,592.00     10/31/2011  
 
 
                             
 
Domestic
  Lease   308 Sentinel Drive   Annapolis Jct   MD     89,401.00     12/31/2022  
 
 
                             
 
Domestic
  Lease   304 Sentinel Drive   Annapolis Junction   MD     129,858.00     12/31/2015  
 
 
                             
 
Domestic
  Lease   134 National Business Parkway   Annapolis Junction   MD     69,286.00     9/30/2014  
 
 
                             
 
Domestic
  Lease   8210 Dorsey Run Road   Annapolis Junction   MD     13,088.00     4/12/2011  
 
 
                             
 
Domestic
  Lease   201 N. Charles Street   Baltimore   MD     7,070.00     9/30/2013  
 
 
                             
 
Domestic
  Storage   201 N. Charles Street   Baltimore   MD     120.00     Month-to-Month  
 
 
                             
 
Domestic
  Lease   4694 Millennium Drive   Belcamp   MD     35,124.00     9/30/2014  
 
 
                             
 
Domestic
  Lease   4692 Millennium Drive   Belcamp   MD     20,486.00     3/31/2013  
 
 
                             
 
Domestic
  Lease   4692 Millennium Drive   Belcamp   MD     6,534.00     3/31/2013  
 
 
                             
 
Domestic
  Lease   5825 University Drive   College Park   MD     1,254.00     12/31/2014  
 
 
                             
 
Domestic
  Lease   5235 Westview Drive   Frederick   MD     499.00     7/31/2011  
 
 
                             
 
Domestic
  Lease   7467 Ridge Road   Hanover   MD     25,111.00     7/31/2011  
 
 
                             
 
Domestic
  Lease   46950 Bradley Blvd.   Lexington Park   MD     32,456.00     9/30/2011  
 
 
                             
 
Domestic
  Lease   46610 Expedition Drive   Lexington Park   MD     10,749.00     9/30/2011  
 
 
                             
 
Domestic
  Sublease   46610 Expedition Drive   Lexington Park   MD     250.00     Month-to-Month  
 
 
                             
 
Domestic
  Lease   900 Elkridge Landing Road   Linthicum   MD     64,299.00     1/31/2015  
 
 
                             
 
Domestic
  Sublease   7900 Harkins Road   New Carrollton   MD     192.00     10/31/2011  
 
 
                             
 
Domestic
  Lease   6710 Oxon Hill Road   Oxon Hill   MD     1,914.00     5/6/2013  
 
 
                             
 
Domestic
  Lease   2600 Tower Oaks Boulevard   Rockville   MD     117,674.00     12/31/2019  
 
 
                             
 
Domestic
  Lease   1101 Wootton Parkway   Rockville   MD     48,137.00     3/31/2013  
 
 
                             
 
Domestic
  Sublease   101 West Big Beaver Road   Troy   MI     7,573.00     2/11/2013  
 
 
                             
 
Domestic
  Lease   197 Replacement Avenue   Ft. Leonard Wood   MO     183.00     9/30/2011  
 
 
                             
 
Domestic
  Lease   2300 Main Street   Kansas City   MO     1,528.00     2/28/2011  
 
 
                             
 
Domestic
  Lease   4200 Morganton Road   Fayetteville   NC     4,267.00     4/30/2015  
 
 
                             
 
Domestic
  Lease   430 Davis Drive   Morrisville   NC     4,774.00     5/31/2013  
 
 
                             
 
Domestic
  Lease   1299 Farnam Street   Omaha   NE     13,282.00     6/30/2015  
 
 
                             
 
Domestic
  Lease   6825 Pine Street   Omaha   NE     1,360.00     2/28/2011  
 
 
                             
 
Domestic
  Lease   One Gateway Center   Newark   NJ     2,053.00     3/31/2011  
 
 
                             
 
Domestic
  Sublease   4 Wood Hollow Road   Parsippany   NJ     2,100.00     3/30/2013  
 
 
                             
 
Domestic
  Lease   356 Ninth Avenue   Picatinny   NJ     2,715.00     12/21/2014  
 
 
                             
 
Domestic
  Sublease   141 West Front Street   Red Bank   NJ     23,566.00     3/31/2015  
 
 
                             
 
Domestic
  Lease   6565 Americas Parkway   Albuquerque   NM     1,226.00     9/30/2011  
 
 
                             
 
Domestic
  Sublease   101 Park Avenue   New York   NY     1,500.00     4/29/2014  
 
 
                             
 
Domestic
  Lease   500 Avery Lane   Rome   NY     4,734.00     6/30/2013  
 
 
                             
 
Domestic
  Sublease   127 Public Square   Cleveland   OH     1,050.00     7/31/2011  
 
 
                             
 
Domestic
  Lease   1900 Founders Drive   Kettering(Dayton)   OH     29,017.00     11/30/2012  
 
 
                             
 
Domestic
  Lease   2501 Liberty Parkway   Midwest City   OK     6,136.00     5/31/2011  
 
 
                             
 
Domestic
  Lease   1 Pasquerilla Plaza   Johnstown   PA     2,428.00     10/31/2015  
 
 
                             
 
Domestic
  Lease   314 Industrial Park Road   Johnstown   PA     90.00     Month-to-Month  
 
 
                             
 
Domestic
  Lease   1818 Market Street   Philadelphia   PA     8,848.00     3/31/2015  
 
 
                             
 
Domestic
  Lease   651 Holiday Drive, Foster Plaza 5   Pittsburgh   PA     2,804.00     12/31/2011  
 
 
                             
 
Domestic
  Lease   221 Third Street   Newport   RI     550.00     10/31/2011  
 
 
                             
 
Domestic
  Lease   4401 Belle Oaks Drive   N. Charleston   SC     14,060.00     8/31/2012  
 
 
                             
 
Domestic
  Sublease   3950 Faber Place   N. Charleston   SC     128.00     1/31/2011  
 
 
                             
 
Domestic
  Lease   7965 Veterans Parkway   Millington   TN     1,500.00     5/31/2014  
 
 
                             
 
Domestic
  Lease   2525 Bay Area Boulevard   Houston   TX     34,214.00     8/31/2013  
 
 
                             
 
Domestic
  Storage   2700 Bay Area Blvd.   Houston   TX     150.00     Month-to-Month  
 
 
                             
 
Domestic
  Lease   700 N. St. Mary’s Street   San Antonio   TX     41,240.00     7/31/2011  
 
 
                             
 
Domestic
  Lease   3133 General Hudnell Drive   San Antonio   TX     12,195.00     10/31/2015  
 
 
                             
 
Domestic
  Lease   1785 East 1450 South   Clearfield   UT     1,526.00     11/30/2011  
 
 
                             
 
Domestic
  Lease   299 South Main Street   Salt Lake City   UT     1,400.00     11/30/2011  
 
 
                             
 
Domestic
  Lease   6363 Walker Lane   Alexandria   VA     4,615.00     7/31/2012  
 
 
                             
 
Domestic
  Sublease   6354 Walker Lane   Alexandria   VA     7,000.00     4/30/2011  
 
 
                             
 
Domestic
  Lease   1530 Wilson Boulevard   Arlington   VA     21,209.00     10/31/2013  
 
 
                             
 
Domestic
  Lease   3811 N. Fairfax Drive   Arlington   VA     47,170.00     6/30/2013  
 
 
                             
 
Domestic
  Lease   1655 North Fort Myer Drive   Arlington   VA     3,345.00     12/31/2011  
 
 
                             
 
Domestic
  Lease   1550 Crystal Drive   Arlington   VA     9,786.00     12/31/2011  
 
 
                             
 
Domestic
  Lease   1550 Crystal Drive   Arlington   VA     37,789.00     12/31/2011  
 
 
                             
 
Domestic
  Lease   4040 N. Fairfax Drive   Arlington   VA     1,915.00     9/30/2011  
 
 
                             
 
Domestic
  Sublease   3811 North Fairfax Street   Arlington   VA     3,400.00     5/27/2011  
 
 
                             
 
Domestic
  Lease   2345 Crystal Drive   Arlington   VA     3,912.00     3/31/2011  
 
 
                             
 
Domestic
  Lease   14151 Park Meadow Drive   Chantilly   VA     24,018.00     8/31/2015  
 
 
                             
 
Domestic
  Lease   15059 Conference Center Drive   Chantilly   VA     25,577.00     3/31/2013  
 
 
                             
 
Domestic
  Lease   1001 Research Park   Charlottesville   VA     10,353.00     2/28/2012  
 
 
                             
 
Domestic
  Lease   16539-41 Commerce Drive   Dahlgren   VA     3,832.00     9/30/2012  
 
 
                             
 
Domestic
  Lease   5201 Leesburg Pike   Falls Church   VA     29,973.00     5/31/2012  
 
 
                             
 
Domestic
  Lease   5201 Leesburg Pike   Falls Church   VA     5,540.00     3/31/2012  
 
 
                             
 
Domestic
  Storage   5113 Leesburg Pike   Falls Church   VA     27.00     3/31/2012  
 
 
                             
 
Domestic
  Storage   5111 Leesburg Pike   Falls Church   VA     528.00     5/31/2011  
 
 
                             
 
Domestic
  Lease   5113 Leesburg Pike   Falls Church   VA     8,507.00     3/31/2011  
 
 
                             
 
Domestic
  Lease   5113 Leesburg Pike   Falls Church   VA     14,890.00     3/31/2011  
 
 
                             
 
Domestic
  Sublease   5113 Leesburg Pike   Falls Church   VA     4,505.00     3/31/2011  
 
 
                             
 
Domestic
  Lease   5205 Leesburg Pike   Falls Church   VA     7,996.00     1/31/2011  
 
 
                             
 
Domestic
  Lease   575 Herndon Parkway   Herndon   VA     112,078.00     12/31/2015  
 
 
                             
 
Domestic
  Lease   13200 Woodland Park Drive   Herndon   VA     401,124.00     12/31/2015  
 
 
                             
 
Domestic
  Lease   3074 Centreville Road   Herndon   VA     23,705.00     3/31/2013  
 
 
                             
 
Domestic
  Lease   8209 Terminal Road   Lorton   VA     37,177.00     7/31/2015  
 
 
                             
 
Domestic
  Lease   8530 Cinder Bed Road   Lorton   VA     5,670.00     6/30/2011  
 
 
                             
 
Domestic
  Lease   8580 Cinder Bed Road   Lorton   VA     21,005.00     5/31/2011  
 
 
                             
 
Domestic
  Lease   8283 Greensboro Drive   McLean   VA     222,989.00     1/31/2016  
 
 
                             
 
Domestic
  Lease   8255 Greensboro Drive   McLean   VA     125,646.00     6/30/2014  
 
 
                             
 
Domestic
  Lease   8285 Greensboro Drive   McLean   VA     208,221.00     1/31/2012  
 
 
                             
 
Domestic
  Lease   8281 Greensboro Drive   McLean   VA     255,004.00     12/31/2011  
 
 
                             
 
Domestic
  Sublease   8280 Greensboro Drive   McLean   VA     0.00     7/31/2011  
 
 
                             
 
Domestic
  Lease   5800 Lake Wright Drive   Norfolk   VA     58,104.00     10/31/2014  
 
 
                             
 
Domestic
  Storage   12260 Sunrise Valley Drive   Reston   VA     1,050.00     Month-to-Month  
 
 
                             
 
Domestic
  Lease   25 Center Street   Stafford   VA     13,528.00     7/31/2011  
 
 
                             
 
Domestic
  Sublease   24 Center Street   Stafford   VA     3,717.00     7/31/2011  
 
 
                             
 
Domestic
  Lease   720 Olive Way   Seattle   WA     6,027.00     8/31/2012  
 
 
                             
 
Domestic
  Lease   48 Donley Street   Morgantown   WV     2,876.00     2/12/2015  
 
 
                             
 
International
  Lease   26/1 V. Sargsyan Street   Yerevan   ARM     741.00     8/31/2011  
 
 
                             
 
International
  Lease   96 Nizami Street   Baku *   AZE     1,787.00     1/17/2011  
 
 
                             
 
International
  Lease   7, Bambis Rigi Street   Tbilisi   GEO     861.00     1/20/2011  
 
 
                             
 
International
  Lease   7, Bambis Rigi Street   Tbilisi   GEO     1,076.00     1/20/2011  
 
 
                             
 
International
  Lease   Curistrasse 2   Stuttgart   GER     0.00     8/31/2011  
 
 
                             
 
International
  Lease   12, Samal Microdistrict, Saryarka Region   Astana   Kazakhstan     92.00     11/30/2013  
 
 
                             
 
International
  Lease   Bldg 4050B,South Post,Yongson 3-Ka Yongsan-Gu   Seoul   KOR     1,105.00     3/31/2011  
 
 
                             
 
International
  Lease   Vel Popova Street 1   Pristina   KOS     3,444.00     9/22/2012  
 
 
                             
 
International
  Lease   Arabian Homes   Jeddah   KSA     0.00     7/31/2011  
 
 
                             
 
International
  Lease   Bajrai Garden Village   Jubail   KSA     0.00     7/31/2011  
 
 
                             
 
International
  Lease   Arizona Golf Resort   Riyadh   KSA     0.00     7/31/2011  
 
 
                             
 
International
  Lease   2/4 Nikola Vapcarov Street   Skopje   MKD     2,153.00     9/28/2011  
 
 
                             
 
International
  Lease   7/5 ul. Boshaya Dmitrovka   Moscow   RUS     2,894.00     12/31/2015  
 
 
                             
 
International
  Lease   Dalmatinska, 17   Belgrade   SRB     11,840.00     12/1/2015  
 
 
                             
 
International
  Lease   7/9 Yaroslavsky Lane   Kiev   UK.     5,238.00     10/31/2012  
 
 
                             
 
* Renewal, pending signature
                   

Schedule 4.14
to Credit Agreement

Subsidiaries

(a) Subsidiaries – All Subsidiaries, other than Booz Allen Hamilton Intellectual Property Holdings, LLC, are restricted on the Amendment and Restatement Effective Date.

                     
    Jurisdiction of       Class of Equity   Percent
Entity   Incorporation   Parent   Interest   Held
Booz Allen Hamilton
International, Inc.
  Delaware   Booz Allen Hamilton Inc.   Common Stock
Preferred Stock
  100%
100%
 
                   
ASE, Inc.
  Delaware   Booz Allen Hamilton Inc.   Common Stock     100 %
 
                   
Booz Allen Hamilton
Intellectual
Property Holdings,
LLC
  Delaware


  Booz Allen Hamilton Inc.


  Class A Member
Interest


  100% of Class A
Member Interests


 
                   
Booz Allen
Transportation Inc .
  New York

  Booz Allen Hamilton Inc.

  Common Stock

  100%

 
                   
Booz Allen Hamilton
International (UK)
Ltd.
  United Kingdom

  Booz Allen Hamilton
International, Inc.

  Ordinary Shares


  100%


 
                   

(b) Outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options granted to officers, employees or directors and directors’ qualifying shares) of any nature relating to any Capital Stock the Borrower or any of its Restricted Subsidiaries:

None.

Schedule 4.17
to Credit Agreement

U.C.C. Filing Jurisdictions

     
Entity Name   Office
ASE, Inc.  
Delaware Secretary of State
Department of Corporations
Uniform Commercial Code Division
401 Federal Street
Dover, DE 19901
   
 
Booz Allen Hamilton International, Inc.  
Delaware Secretary of State
Department of Corporations
Uniform Commercial Code Division
401 Federal Street
Dover, DE 19901
   
 
Booz Allen Hamilton Inc.  
Delaware Secretary of State
Department of Corporations
Uniform Commercial Code Division
401 Federal Street
Dover, DE 19901
   
 
Booz Allen Transportation Inc .  
The Division of Corporations, State
Records and Uniform Commercial Code
One Commerce Plaza
99 Washington Avenue, Suite 600
Albany, NY 12231
   
 
Booz Allen Hamilton Investor Corporation  
Delaware Secretary of State
Department of Corporations
Uniform Commercial Code Division
401 Federal Street
Dover, DE 19901
   
 

5

Schedule 7.2(d)
To Credit Agreement

Existing Indebtedness

None.

6

Schedule 7.3(f)
to Credit Agreement

Existing Liens

                         
Debtor
  Jurisdiction   Filing   Secured
Party
  Collateral   Original
File Date
  Original
File No.
 
                       
Booz Allen
Hamilton Inc.
  Delaware Secretary
of State
  UCC Continuation

  BLC Corporation

  Leased equipment

  02/09/06

  60494369

 
                       
Booz Allen
Hamilton Inc.
  Delaware Secretary
of State
  UCC Continuation

  BLC Corporation

  Leased equipment

  01/03/07

  70024322

 
                       
Booz Allen
Hamilton Inc.
  Delaware Secretary
of State
  UCC Continuation   Financial Leasing
Corporation
  Leased equipment

  01/03/07

  70024199

 
                       
Booz Allen
Hamilton Inc.
  Delaware Secretary
of State
  UCC Continuation

  BLC Corporation

  Leased equipment

  09/18/07

  73516696

 
                       
Booz Allen
Hamilton Inc.
  Delaware Secretary
of State
  UCC-1   McGrath Rentcorp
and TRS-Rentelco
  Leased equipment

  07/11/08

  20082384954

 
                       

Schedule 7.7
to Credit Agreement

Existing Investments

Wholly-Owned Unrestricted Subsidiaries : Booz Allen Hamilton Intellectual Property Holdings, LLC

Fee for Equity:

                                         
Company Name   Cost Basis   Reserve   Net Asset Value   Class of Equity   Number of Interests
                                Interests        
Vocatus   $ 152,722.80       (152,722.80 )   $ 0    
Undetermined
    5,916.00  
                               
 
       
Dotphone Company   $ 66,960.60       (66,960.60 )   $ 0    
B Ordinary
    26,100.00  
                               
 
       
Sharemax I (1)   $ 629,615.10       (629,615.10 )   $ 0    
Common Stock
    251,776.80  
                               
5/22/00
       
                               
 
       
                               
Series C Preferred
    2,037,598.20  
                               
1/29/01
       
                               
 
       
                               
Common Stock 1/31/01
    283,248.90  
                               
 
       
                               
Common Stock 1/31/01
    509,399.40  
                               
 
       
                               
Series C Preferred
    5,784,061.80  
                               
1/31/01
       
                               
 
       
Sharemax II   $ 161,040.00       (161,040.00 )   $ 0    
See above
       
                               
 
       
Sharemax PH II   $ 270,000.00       (270,000.00 )   $ 0    
See above
       
                               
 
       
Greyhound   $ 300,523.20       (300,523.20 )   $ 0    
Preferred Stock
    226,752.60  
                               
 
       
Transportmax (2)   $ 1,500,000.00       (1,500,000.00 )   $ 0    
N.A.
    N.A.  
                               
 
       
Clearforest   $ 59,441.40       (59,441.40 )   $ 0    
Series B3 Preferred
    56,341.80  
                               
 
       
Daleen   $ 8,949.60       (8,949.60 )   $ 0    
Options on Common
    1,800.00  
                               
Stock Expires 2/9/2010
       
                               
 
       
Schema   $ 36,405.00       (36,405.00 )   $ 0    
Ordinary Shares
    10,638.00  
                               
 
       
Quentra   $ 75,000.00       (75,000.00 )   $ 0    
Common Stock
    11,242.50  
                               
 
       
Oceanconnect   $ 180,661.50       (180,661.50 )   $ 0    
Common Stock
    60,000.00  
                               
 
       
Cci (Convergence   $ 36,000.00       (36,000.00 )   $ 0     Communications,   Inc.)
                             
Eutex   $ 409,257.60       (409,257.60 )   $ 0    
Common Stock
    5,638.50  
                               
 
       
Eyematic PH I and II   $ 142,070.40       (142,070.40 )   $ 0    
Series C Preferred
    70,406.70  
                               
 
       
                               
Warrants (Expiry
    34,265.70  
                               
5/20/2012 or five years after IPO)
       
                               
 
       

7

Minority Equity:

                                         
Company Name   Cost Basis   Reserve   Net Asset Value   Class of Equity Interests   Number of Interests
Panthea   $ 1,205,920       ($1,080,000 )   $ 125,920    
Series A
    228,021.00  
                               
 
       
                               
Series B
    443,979.00  
                               
 
       
Logispring   $ 851,281       ($113,188 )   $ 738,093    
Preferred B Shares
    7.50  
                               
 
       
                               
Common B Shares
    1,500.00  
                               
 
       

(1) Shares represent amounts for all Sharemax tranches
(2) Not Applicable — Not a Minority Equity Stake

Schedule 7.12
to Credit Agreement

Existing Negative Pledge Clauses

None.

EXHIBIT C
TO AGREEMENT

[RESERVED]

EXHIBIT D-1
TO AGREEMENT

[FORM OF OPINION TO BE DELIVERED BY DEBEVOISE & PLIMPTON LLP]

1. Booz Allen Transportation is validly existing under the laws of the State of New York.

2. Booz Allen Transportation has the corporate power and authority to execute, deliver and perform its obligations under the Amendment.

3. Booz Allen Transportation has taken all necessary corporate action to authorize its execution, delivery and performance of its obligations under the Amendment.

4. The Amendment has been duly executed and delivered on behalf of Booz Allen Transportation.

5. (a) Each of the Credit Agreement and the Amendment constitutes a valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms.

(b) Each of the Credit Agreement and the Amendment constitutes a valid and binding obligation of Holdings enforceable against Holdings in accordance with its terms.

(c) The Amendment constitutes a valid and binding obligation of BAH Borrower enforceable against BAH Borrower in accordance with its terms.

(d) The Amendment constitutes a valid and binding obligation of each Subsidiary Party enforceable against such Subsidiary Party in accordance with its terms.

6. (a) Except for (1) any consents, authorizations, approvals, notices and filings that have been obtained or made and are in full force and effect, (2) filings to perfect the security interests created by the Security Documents, (3) filings in the United States Patent and Trademark Office and the United States Copyright Office and in appropriate offices under any applicable state trademark laws, (4) mortgage filings in connection with any of the Loan Documents, (5) filings or consents required to create or perfect any Lien on Collateral constituting mobile goods covered by a certificate of title, (6) consents, notices or filings required pursuant to the Assignment of Claims Act and (7) those consents, authorizations, approvals, notices and filings that, individually or in the aggregate, if not made, obtained or done would not to our knowledge have a Material Adverse Effect, to our knowledge no consent or authorization of, approval by, notice to, or filing with, any United States federal or New York State governmental authority is required under United States federal or New York State law to be obtained or made on or prior to the date hereof by the Borrower in connection with its execution and delivery of the Amendment, or performance of its payment obligations under the Transaction Documents to which it is a party, or in connection with the validity or enforceability against it of the Transaction Documents to which it is a party.

(b) Except for (1) any consents, authorizations, approvals, notices and filings that have been obtained or made and are in full force and effect, (2) filings to perfect the security interests created by the Security Documents, (3) filings in the United States Patent and Trademark Office and the United States Copyright Office and in appropriate offices under any applicable state trademark laws, (4) mortgage filings in connection with any of the Loan Documents, (5) filings or consents required to create or perfect any Lien on Collateral constituting mobile goods covered by a certificate of title, (6) consents, notices or filings required pursuant to the Assignment of Claims Act and (7) those consents, authorizations, approvals, notices and filings that, individually or in the aggregate, if not made, obtained or done would not to our knowledge have a Material Adverse Effect, to our knowledge no consent or authorization of, approval by, notice to, or filing with, any United States federal or New York State governmental authority is required under United States federal or New York State law to be obtained or made on or prior to the date hereof by Holdings in connection with its execution and delivery of the Amendment, or performance of its payment obligations under the Transaction Documents to which it is a party, or in connection with the validity or enforceability against it of the Transaction Documents to which it is a party.

(c) Except for (1) any consents, authorizations, approvals, notices and filings that have been obtained or made and are in full force and effect, (2) filings to perfect the security interests created by the Security Documents, (3) filings in the United States Patent and Trademark Office and the United States Copyright Office and in appropriate offices under any applicable state trademark laws, (4) mortgage filings in connection with any of the Loan Documents, (5) filings or consents required to create or perfect any Lien on Collateral constituting mobile goods covered by a certificate of title, (6) consents, notices or filings required pursuant to the Assignment of Claims Act and (7) those consents, authorizations, approvals, notices and filings, individually or in the aggregate, if not made, obtained or done would not to our knowledge have a Material Adverse Effect, to our knowledge no consent or authorization of, approval by, notice to, or filing with, any United States federal or New York State governmental authority is required under United States federal or New York State law to be obtained or made on or prior to the date hereof by BAH Borrower in connection with its execution and delivery of the Amendment, or performance of its payment obligations under the Transaction Documents to which it is a party, or in connection with the validity or enforceability against it of the Amendment.

(d) Except for (1) any consents, authorizations, approvals, notices and filings that have been obtained or made and are in full force and effect, (2) filings to perfect the security interests created by the Security Documents, (3) filings in the United States Patent and Trademark Office and the United States Copyright Office and in appropriate offices under any applicable state trademark laws, (4) mortgage filings in connection with any of the Loan Documents, (5) filings or consents required to create or perfect any Lien on Collateral constituting mobile goods covered by a certificate of title, (6) consents, notices or filings required pursuant to the Assignment of Claims Act and (7) those consents, authorizations, approvals, notices and filings that, individually or in the aggregate, if not made, obtained or done would not to our knowledge have a Material Adverse Effect, to our knowledge no consent or authorization of, approval by, notice to, or filing with, any United States federal or New York State governmental authority is required under United States federal or New York State law to be obtained or made on or prior to the date hereof by any Subsidiary Party in connection with its execution and delivery of the Amendment, or performance of its payment obligations under the Transaction Documents to which it is a party, or in connection with the validity or enforceability against it of the Amendment.

7. (a) The execution and delivery by the Borrower of the Amendment, and the performance by the Borrower of its payment obligations under the Transaction Documents to which it is a party, (x) will not violate any existing United States federal or New York State law, rule or regulation known by us to be applicable to the Borrower (including without limitation Regulation U of the Board of Governors of the Federal Reserve System), except for such violations that to our knowledge would not have a Material Adverse Effect, and (y) will not result in, or require, the creation or imposition of any Lien (other than under the Loan Documents) on any of its properties or revenues by operation of any law, rule or regulation referred to in the preceding clause (x).

(b) The execution and delivery by Holdings of the Amendment, and the performance by Holdings of its payment obligations under the Transaction Documents to which it is a party, (x) will not violate any existing United States federal or New York State law, rule or regulation known by us to be applicable to Holdings, except for such violations that to our knowledge would not have a Material Adverse Effect, and (y) will not result in, or require, the creation or imposition of any Lien (other than under the Loan Documents) on any of its properties or revenues by operation of any law, rule or regulation referred to in the preceding clause (x).

(c) The execution and delivery by BAH Borrower of the Amendment, and the performance by BAH Borrower of its payment obligations under the Transaction Documents to which it is a party, (x) will not violate any existing United States federal or New York State law, rule or regulation known by us to be applicable to BAH Borrower (including without limitation Regulation U of the Board of Governors of the Federal Reserve System), except for such violations that to our knowledge would not have a Material Adverse Effect, and (y) will not result in, or require, the creation or imposition of any Lien (other than under the Loan Documents) on any of its properties or revenues by operation of any law, rule or regulation referred to in the preceding clause (x).

(d) The execution and delivery by each Subsidiary Party of the Amendment, and the performance by each Subsidiary Party of its payment obligations under the Transaction Documents to which it is a party, (x) will not violate any existing United States federal or New York State law, rule or regulation known by us to be applicable to such Subsidiary Party, except for such violations that to our knowledge would not have a Material Adverse Effect, and (y) will not result in, or require, the creation or imposition of any Lien (other than under the Loan Documents) on any of its properties or revenues by operation of any law, rule or regulation referred to in the preceding clause (x).

(e) The execution and delivery by Booz Allen Transportation of the Amendment, and the performance by Booz Allen Transportation of its payment obligations under the Transaction Documents to which it is a party, will not violate the certificate of incorporation or by-laws of Booz Allen Transportation.

8. (a) The Guarantee and Collateral Agreement is effective to create a valid security interest in favor of the Collateral Agent for the benefit of the Secured Parties, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in all of the collateral described therein that is of the type in which a security interest can be created under Article 9 of the UCC (the “Article 9 Collateral”), to the extent the UCC is applicable to the creation of such security interest.

(b) Upon the delivery of the Article 9 Collateral in which a security interest may be perfected by possession pursuant to the UCC to (and provided that the same remains in the possession of) the Collateral Agent in the State of New York, the Collateral Agent, for the benefit of the Secured Parties, has a perfected security interest in such Article 9 Collateral.

(c) Upon delivery of the Pledged Stock (in certificated form) either in bearer form or registered form (issued or endorsed in each case in the name of the Collateral Agent or in blank) to (and retention of control (within the meaning of Section 8-106 of the UCC) thereof by) the Collateral Agent in the State of New York, the Collateral Agent has a perfected security interest therein, to the extent the UCC is applicable to the perfection of such security interest.

(d) Upon the proper filing of the Financing Statement in the Filing Office, the Collateral Agent has a perfected security interest in all of the right, title and interest of Booz Allen Transportation in and to such Article 9 Collateral (excluding Fixtures as defined in the UCC), to the extent perfection may be accomplished by the filing of financing statements in the Filing Office under the UCC.

9. Neither BAH Borrower nor the Borrower is an “investment company” within the meaning of and subject to regulation under the Investment Company Act of 1940, as amended.

EXHIBIT D-2
TO AGREEMENT

[FORM OF OPINION TO BE DELIVERED BY MORRIS, NICHOLS, ARSHT & TUNNELL LLP]

1. Each Delaware Corporation is a duly incorporated and validly existing corporation in good standing under the laws of the State of Delaware.

2. Each Delaware Corporation has the requisite corporate power and authority to execute and deliver, as applicable, the Loan Documents to which it is a party and to perform its obligations thereunder.

3. The execution and delivery, as applicable, by each Delaware Corporation of the Loan Documents to which it is a party, and the performance by such Delaware Corporation of its obligations thereunder, have been duly authorized by all requisite corporate action on the part of such Delaware Corporation.

4. The execution and delivery, as applicable, by each Delaware Corporation of the Loan Documents to which it is party do not, and the performance by such Delaware Corporation of its obligations thereunder will not, (a) violate the Governing Documents of such Delaware Corporation, (b) violate any applicable law, rule or regulation of the State of Delaware or (c) result in, or require, the creation or imposition of any lien (other than under the Loan Documents) on any of its properties or revenues by operation of any law, rule or regulation referred to in the preceding clause (b).

5. No approval, consent or authorization of, filing with or notice to, any governmental authority of the State of Delaware is required in connection with the execution and delivery, as applicable, by any Delaware Corporation of the Loan Documents to which it is a party and the performance by such Delaware Corporation of its obligations thereunder.

6. Each Delaware Corporation has duly executed and delivered Amendment No. 2.

7. Solely to the extent that the Delaware UCC is applicable to the perfection of the security interest of the Collateral Agent in the Collateral owned or acquired by the Borrower (the “Borrower Collateral”), the Borrower Financing Statement (as identified and defined on Annex C hereto) having been filed in the State Office, the security interest of the Collateral Agent is perfected in the portion of the Borrower Collateral as to which a security interest can be perfected by filing a financing statement in the State of Delaware under the Delaware UCC (the “Borrower Filing Collateral”).

8. Solely to the extent that the Delaware UCC is applicable to the perfection of the security interest of the Collateral Agent in the Collateral owned or acquired by ASE (the “ASE Collateral”), the ASE Financing Statement (as identified and defined on Annex C hereto) having been filed in the State Office, the security interest of the Collateral Agent is perfected in the portion of the ASE Collateral as to which a security interest can be perfected by filing a financing statement in the State of Delaware under the Delaware UCC (the “ASE Filing Collateral”).

9. Solely to the extent that the Delaware UCC is applicable to the perfection of the security interest of the Collateral Agent in the Collateral owned or acquired by International (the “International Collateral”), the International Financing Statement (as identified and defined on Annex C hereto) having been filed in the State Office, the security interest of the Collateral Agent is perfected in the portion of the International Collateral as to which a security interest can be perfected by filing a financing statement in the State of Delaware under the Delaware UCC (the “International Filing Collateral”).

10. Solely to the extent that the Delaware UCC is applicable to the perfection of the security interest of the Collateral Agent in the Collateral owned or acquired by Holdings (the “Holdings Collateral”), the Holdings Financing Statement (as identified and defined on Annex C hereto) having been filed in the State Office, the security interest of the Collateral Agent is perfected in the portion of the Holdings Collateral as to which a security interest can be perfected by filing a financing statement in the State of Delaware under the Delaware UCC (the “Holdings Filing Collateral”).

EXHIBIT E
TO AGREEMENT

FORM OF CLOSING CERTIFICATE

February [__], 2011

Pursuant to Article 4.1.7 of the Loan Agreement, Waiver and Amendment No. 2, dated as of February [        ], 2011 (the “ Amendment ”; unless otherwise defined herein, terms defined in the Amendment or the Credit Agreement (as defined below) referred to therein and used herein shall have the meanings given to them in the Amendment or the Credit Agreement, as applicable), to the Credit Agreement, dated as of July 31, 2008, as amended and restated on December 11, 2009 and as further amended and restated on February [        ], 2011 (the “ Credit Agreement ”), among BOOZ ALLEN HAMILTON INVESTOR CORPORATION (f/k/a EXPLORER INVESTOR CORPORATION), a Delaware corporation (“ Holdings ”), BOOZ ALLEN HAMILTON INC. (as successor to EXPLORER MERGER SUB CORPORATION), a Delaware corporation (the “ Borrower ”), the several banks and other financial institutions or entities from time to time parties thereto (the “ Lenders ”), CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (f/k/a CREDIT SUISSE, CAYMAN ISLANDS BRANCH), as Administrative Agent, Collateral Agent, Issuing Lender and Swingline Lender MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED (as successor to BANC OF AMERICA SECURITIES LLC) and CREDIT SUISSE SECURITIES (USA) LLC, as joint lead arrangers, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED (as successor to BANC OF AMERICA SECURITIES LLC), CREDIT SUISSE SECURITIES (USA) LLC, BARCLAYS BANK PLC, GOLDMAN SACHS BANK USA, MORGAN STANLEY SENIOR FUNDING, INC., and SUMITOMO MITSUI BANKING CORPORATION, as joint bookrunners, BANK OF AMERICA, N.A., as Syndication Agent, and BARCLAYS BANK PLC, as documentation agent, the undersigned [TITLE] of [COMPANY] (the “ Company ”), hereby certifies on behalf of the Company (and not individually) as follows:

  1.   No Default or Event of Default (other than the Existing Defaults (as defined in the Amendment)) exists as of the Amendment and Restatement Effective Date, both immediately before and immediately after giving effect to this Amendment and the borrowing of the BAH Tranche A Term Loans, BAH Tranche B Term Loans, and Additional Revolving Commitments.

  2.   The representations and warranties (other than the representations and warranties which are not true and correct as a result of matters described in Section 2.4 of the Amendment) contained in the Credit Agreement and in the other Loan Documents are true and correct in all material respects on the Amendment and Restatement Effective Date, both immediately before and immediately after giving effect to the Amendment and the borrowing of the BAH Tranche A Term Loans, BAH Tranche B Term Loans and Additional Revolving Commitments, with the same effect as though such representations and warranties had been made on and as of the BAH Loan Effective Date (unless such representation or warranty relates to a specific date, in which case such representation or warranty shall be true and correct in all material respects as of such specific date).

  3.   Attached hereto as Exhibit A is a copy of a certificate of good standing or the equivalent from the Company’s jurisdiction of organization dated as of a recent date prior to the date hereof.

  4.   Attached hereto as Exhibit B is a true and complete copy of the resolutions duly adopted by Action of the Executive Committee of the Board of Directors of the Company, and such resolutions have not in any way been amended, modified, revoked or rescinded, have been in full force and effect since their adoption to and including the date hereof and are now in full force and effect.

  5.   Attached hereto as Exhibit C is a true and complete copy of the bylaws of the Company as in effect on the date hereof.

  6.   Attached hereto as Exhibit D is a true and complete copy of the Charter of the Executive Committee of the Board of Directors of the Company as in effect on the date hereof.

  7.   Attached hereto as Exhibit E is a true and complete certified copy of the Certificate of Incorporation of the Company as in effect on the date hereof, and such Certificate of Incorporation has not been amended, repealed, modified or restated.

  8.   The following persons are now duly elected and qualified officers of the Company holding the offices indicated next to their respective names, and the signatures appearing opposite their respective names are the true and genuine signatures of such officers, and each of such officers is duly authorized to execute and deliver on behalf of the Company the Amendment and each of the Loan Documents to which it is a party and any certificate or other document to be delivered by the Company pursuant to the Amendment and the Loan Documents to which it is a party:

Name and Title Signature

     
[NAME]
       
[TITLE]
 
[NAME]
       
[TITLE]
 
[NAME]
       
[TITLE]
 
[NAME]
       
[TITLE]
 
[NAME]
       
[TITLE]
 

Debevoise & Plimpton LLP is entitled to rely on this certificate in connection with the opinions it is delivering in connection with Section 4.1.6 of the Amendment. Morris, Nichols, Arsht & Tunnell LLP is entitled to rely on this certificate in connection with the opinions it is delivering in connection with Section 4.1.6 of the Amendment.

8

IN WITNESS WHEREOF, the undersigned has hereunto set its name as of the date set forth above.

     
Name:
Title:

I, [NAME], [TITLE] of the Company, do hereby certify that [NAME] is the duly elected and qualified [TITLE], and that his signature set forth above is his genuine signature.

     
Name:
Title:

9

Exhibit A

to Closing Certificate

[Certificate of Good Standing]

10

Exhibit B
to Closing Certificate

[Action of the Executive Committee of the Board of Directors]

11

Exhibit C
to Closing Certificate

[Bylaws]

12

Exhibit D
to Closing Certificate

[Charter of the Executive Committee of the Board of Directors]

13

Exhibit E
to Closing Certificate

[Certificate/Articles of Incorporation]

14

$1,275,000,000
SECOND AMENDED & RESTATED CREDIT AGREEMENT
among
BOOZ ALLEN HAMILTON INVESTOR CORPORATION
(f/k/a EXPLORER INVESTOR CORPORATION and as successor to BAH BORROWER CORPORATION),

BOOZ ALLEN HAMILTON INC.
(as successor to EXPLORER MERGER SUB CORPORATION),
as the Borrower,
The Several Lenders from Time to Time Parties Hereto,
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,
(f/k/a CREDIT SUISSE, CAYMAN ISLANDS BRANCH)
as Administrative Agent, Collateral Agent, Issuing Lender and Swingline Lender,
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,
and
CREDIT SUISSE SECURITIES (USA) LLC,
as Joint Lead Arrangers,
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,
CREDIT SUISSE SECURITIES (USA) LLC,
BARCLAYS CAPITAL,
GOLDMAN SACHS BANK USA,
MORGAN STANLEY SENIOR FUNDING, INC.,
and
SUMITOMO MITSUI BANKING CORPORATION
as Joint Bookrunners,
BANK OF AMERICA, N.A.,
as Syndication Agent
and
BARCLAYS BANK PLC
as Documentation Agent
Dated as of July 31, 2008
and
Amended and Restated as of December 11, 2009
and further
Amended and Restated as of February 3, 2011

TABLE OF CONTENTS

Page

     
SECTION 1.DEFINITIONS  

1.1Defined Terms
1.2Other Definitional Provisions
1.3Pro Forma Calculations
SECTION 2.AMOUNT AND TERMS OF COMMITMENTS
   
2.1Term Commitments
2.2[RESERVED]
2.3Repayment of Term Loans
2.4Revolving Commitments
2.5Procedure for Revolving Loan Borrowing
2.6Swingline Commitment
2.7Procedure for Swingline Borrowing; Refunding of Swingline Loans
2.8Repayment of Loans
2.9Commitment Fees, etc.
2.10Termination or Reduction of Revolving Commitments
2.11Optional Prepayments
2.12Mandatory Prepayments
2.13Conversion and Continuation Options
2.14Minimum Amounts and Maximum Number of Eurocurrency Tranches
2.15Interest Rates and Payment Dates
2.16Computation of Interest and Fees
2.17Inability to Determine Interest Rate
2.18Pro Rata Treatment and Payments
2.19Requirements of Law
2.20Taxes
2.21Indemnity
2.22Illegality
2.23Change of Lending Office
2.24Replacement of Lenders
2.25Incremental Loans
SECTION 3.LETTERS OF CREDIT
   
3.1L/C Commitment
3.2Procedure for Issuance of Letter of Credit
3.3Fees and Other Charges
3.4L/C Participations
3.5Reimbursement Obligation of the Borrower
3.6Obligations Absolute
3.7Letter of Credit Payments
3.8Applications
SECTION 4.REPRESENTATIONS AND WARRANTIES
   
4.1Financial Condition
4.2No Change
4.3Existence; Compliance with Law
4.4Corporate Power; Authorization; Enforceable Obligations
4.5No Legal Bar
4.6No Material Litigation
4.7No Default
4.8Ownership of Property; Liens
4.9Intellectual Property
4.10Taxes
4.11Federal Regulations
4.12ERISA
4.13Investment Company Act
4.14Subsidiaries
4.15Environmental Matters
4.16Accuracy of Information, etc.
4.17Security Documents
4.18Solvency.
SECTION 5.CONDITIONS PRECEDENT
   
5.1[RESERVED]
5.2Conditions to Each Revolving Loan Extension of Credit After Closing Date
SECTION 6.AFFIRMATIVE COVENANTS
   
6.1Financial Statements
6.2Certificates; Other Information
6.3Payment of Taxes
6.4Conduct of Business and Maintenance of Existence, etc.; Compliance
6.5Maintenance of Property; Insurance
6.6Inspection of Property; Books and Records; Discussions
6.7Notices
6.8Additional Collateral, etc.
6.9Use of Proceeds
SECTION 7.NEGATIVE COVENANTS
   
7.1Financial Covenants
7.2Indebtedness
7.3Liens
7.4Fundamental Changes
7.5Dispositions of Property
7.6Restricted Payments
7.7Investments
7.8[RESERVED]
7.9Transactions with Affiliates
7.10Sales and Leasebacks
7.11Changes in Fiscal Periods
7.12Negative Pledge Clauses
7.13Clauses Restricting Subsidiary Distributions
7.14Lines of Business
7.15Limitation on Hedge Agreements
7.16Changes in Jurisdictions of Organization; Name
7.17Limitation on Activities of Holdings
SECTION 8.EVENTS OF DEFAULT
SECTION 9.THE AGENTS  
8.1Events of Default

9.1Appointment
9.2Delegation of Duties
9.3Exculpatory Provisions
9.4Reliance by the Agents
9.5Notice of Default
9.6Non-Reliance on Agents and Other Lenders
9.7Indemnification
9.8Agent in Its Individual Capacity
9.9Successor Agents
9.10Authorization to Release Liens and Guarantees
9.11Joint Bookrunners and Documentation Agent
SECTION 10.MISCELLANEOUS
   
10.1Amendments and Waivers
10.2Notices
10.3No Waiver; Cumulative Remedies
10.4Survival of Representations and Warranties
10.5Payment of Expenses; Indemnification
10.6Successors and Assigns; Participations and Assignments
10.7Adjustments; Set-off
10.8Counterparts
10.9Severability
10.10Integration
10.11GOVERNING LAW
10.12Submission to Jurisdiction; Waivers
10.13Acknowledgments
10.14Confidentiality
10.15Release of Collateral and Guarantee Obligations; Subordination of Liens
10.16Accounting Changes
10.17WAIVERS OF JURY TRIAL
10.18USA PATRIOT ACT
10.19Effect of Certain Inaccuracies
10.20Interest Rate Limitation
SCHEDULES:  

 
1.1A
1.1B
1.1C
2.1
4.3
4.4
4.6
4.8A
4.8B
4.14
4.17
7.2(d)
7.3(f)
7.7
7.12
 
Excluded Subsidiaries
Specified Foreign Currency L/C Agreements
Specified Hedge Agreements
Commitments
Existence; Compliance with Law
Consents, Authorizations, Filings and Notices
Litigation
Excepted Property
Owned Real Property
Subsidiaries
UCC Filing Jurisdictions
Existing Indebtedness
Existing Liens
Existing Investments
Existing Negative Pledge Clauses
EXHIBITS:  

 
A
B
C
D
E-1
E-2
F
G
H
I
J-1
J-2
J-3
K
 
Form of Guarantee and Collateral Agreement
Form of Compliance Certificate
Form of Closing Certificate
Form of Assignment and Assumption
Form of Legal Opinion of Debevoise & Plimpton LLP
Form of Legal Opinion of Morris, Nichols, Arsht & Tunnell LLP
Form of Exemption Certificate
[Reserved]
Form of Joinder Agreement
Form of Prepayment Option Notice
Form of Tranche A Term Loan Note
Form of Tranche B Term Loan Note
Form of Revolving Note
Form of Consolidating Schedule

CREDIT AGREEMENT, dated as of July 31, 2008, as amended and restated on December 11, 2009 and as further amended and restated as of February 3, 2011, among BOOZ ALLEN HAMILTON INVESTOR CORPORATION (f/k/a EXPLORER INVESTOR CORPORATION and successor to BAH BORROWER CORPORATION), a Delaware corporation (“ Holdings ”), BOOZ ALLEN HAMILTON INC. (as successor to EXPLORER MERGER SUB CORPORATION), a Delaware corporation (the “ Company ” or the “ Borrower ”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “ Lenders ”), CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (f/k/a CREDIT SUISSE, CAYMAN ISLANDS BRANCH), as Administrative Agent, Collateral Agent, Issuing Lender and Swingline Lender, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and CREDIT SUISSE SECURITIES (USA) LLC, as joint lead arrangers, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, CREDIT SUISSE SECURITIES (USA) LLC, BARCLAYS CAPITAL, the investment banking division of Barclays Bank PLC, GOLDMAN SACHS CREDIT PARTNERS L.P., MORGAN STANLEY SENIOR FUNDING, INC., and SUMITOMO MITSUI BANKING CORPORATION, as joint bookrunners, BANK OF AMERICA, N.A., as syndication agent and BARCLAYS BANK PLC, as documentation agent.

WHEREAS, pursuant to that certain credit agreement, dated as of July 31, 2008 (the “ Closing Date Credit Agreement ,” as subsequently amended and restated by the First Amendment, the “ Existing Credit Agreement ”), among Holdings, the Borrower, the Lenders, the Administrative Agent, Collateral Agent, Issuing Lender, Swingline Lender, and the other parties thereto, the Lenders extended, and agreed to extend, credit to the Borrower, and

WHEREAS, Holdings, the Borrower, BAH Borrower, the Lenders, the Administrative Agent, the Collateral Agent, the Issuing Lender, the Swingline Lender and the other Loan Parties have entered into the Second Amendment pursuant to which (a) Tranche A Term Lenders have made BAH Tranche A Term Loans to the BAH Borrower in an aggregate principal amount equal to $500,000,000, (b) Tranche B Term Lenders have made BAH Tranche B Term Loans to the BAH Borrower in an aggregate principal amount equal to $500,000,000, (c) the Additional Revolving Lenders have agreed to provide Additional Revolving Commitments in an aggregate amount equal to $30,000,000, (d) BAH Borrower and certain of its Affiliates have made a series of intercompany transfers pursuant to which the net proceeds received by BAH Borrower from its borrowing of the BAH Tranche A Term Loans and the BAH Tranche B Term Loans have been contributed to the Borrower, (e) the Borrower has repaid all outstanding Term Loans (as defined in the Existing Credit Agreement), (f) the Borrower has repaid all outstanding Mezzanine Loans and (g) Holdings, the Borrower, the Lenders, the Administrative Agent, the Collateral Agent, the Issuing Lender, the Swingline Lender and the other Loan Parties have agreed to amend and restate the Existing Credit Agreement in the form of this Agreement.

     
   
NOW, THEREFORE, the parties hereto hereby agree as follows:
SECTION 1.  
DEFINITIONS

1.1 Defined Terms . As used in this Agreement, the terms listed in this Section 1.1 shall have the respective meanings set forth in this Section 1.1.

2008 Refinancing ”: the repayment of certain existing Indebtedness of the Company on the Closing Date.

2008 Transactions ”: (a) the transactions to occur pursuant to the Transaction Documents, (b) the 2008 Refinancing and (c) the Company Reorganization.

2011 Refinancing ”: the repayment of certain existing Indebtedness of the Company on the Amendment and Restatement Effective Date.

2011 Transactions ”: (a) the transactions to occur pursuant to the Second Amendment and this Agreement, including without limitation, the making of the Additional Revolving Commitments and the borrowing and assumption of the new Term Loans and (b) the 2011 Refinancing.

ABR ”: for any day, a rate per annum equal to the highest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1% and (c) the Eurocurrency Rate for a three-month interest period beginning on such day (or if such day is not a Business Day, on the immediately preceding Business Day) plus 1%; provided that, for the avoidance of doubt, the Eurocurrency Rate for any day shall be based on the rate appearing on the Screen on such day at approximately 11 A.M., London time, as the Eurocurrency Rate for deposits denominated with a three month interest-period. For purposes hereof: “ Prime Rate ” means the prime commercial lending rate of the Administrative Agent as established from time to time in its principal U.S. office, as in effect from time to time. Any change in the ABR due to a change in the Eurocurrency Rate, the Prime Rate or the Federal Funds Effective Rate shall be effective as of the opening of business on the effective day of such change in the Eurocurrency Rate, the Prime Rate or the Federal Funds Effective Rate, respectively.

ABR Loans ”: Loans the rate of interest applicable to which is based upon the ABR.

Accepting Lenders ”: as defined in Section 10.1(e)(i).

Accounting Changes ”: as defined in Section 10.16.

Acquisition ”: as defined in the definition of “Permitted Acquisition.”

Act ”: as defined in Section 10.18.

Additional Revolving Commitment ”: with respect to any Revolving Lender, the new or additional Revolving Commitment provided by such Revolving Lender on the Amendment and Restatement Effective Date in the amount set forth under the heading “Additional Revolving Commitment” opposite such Lender’s name on Schedule 2.1 to this Agreement. The aggregate amount of the Additional Revolving Commitments is $30,000,000.

Additional Revolving Lender ”: each Lender that has an Additional Revolving Commitment.

Administrative Agent ”: Credit Suisse AG, Cayman Islands Branch (f/k/a Credit Suisse, Cayman Islands Branch), as the administrative agent for the Lenders under this Agreement and the other Loan Documents, together with any of its successors and permitted assigns in such capacity in accordance with Section 9.9.

Affiliate ”: as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, “control” of a Person means the power, directly or indirectly, to direct or cause the direction of the management and policies of such Person, in either case whether by contract or otherwise.

Agents ”: the collective reference to the Collateral Agent and the Administrative Agent, and for purposes of Sections 10.13 and 10.14, the Lead Arrangers, Joint Bookrunners, Syndication Agent and Documentation Agent.

Aggregate Exposure ”: with respect to any Lender at any time, an amount equal to (a) until the Amendment and Restatement Effective Date, the aggregate amount of such Lender’s Commitments at such time and (b) thereafter, the sum of (i) the aggregate then unpaid principal amount of such Lender’s Term Loans, (ii) the aggregate amount of such Lender’s Revolving Commitments then in effect or, if the Revolving Commitments have been terminated, the amount of such Lender’s Revolving Extensions of Credit then outstanding and (iii) the aggregate amount of such Lender’s New Loan Commitments then in effect, or if such New Loan Commitments have been terminated, the amount of such Lender’s New Loans.

Aggregate Exposure Percentage ”: with respect to any Lender at any time, the ratio (expressed as a percentage) of such Lender’s Aggregate Exposure at such time to the total Aggregate Exposures of all Lenders at such time.

Agreed Purposes ”: as defined in Section 10.14.

Agreement ”: this Credit Agreement, as amended and restated as of February 3, 2011, and as further amended, restated, amended and restated, waived, supplemented or otherwise modified from time to time.

Amendment and Restatement Effective Date ”: February 3, 2011.

Annual Operating Budget ”: as defined in Section 6.2(c).

Applicable Margin ” or “ Applicable Commitment Fee Rate ”: for any day, with respect to (i) the Loans (including any Swingline Loan) under the Revolving Facility and the Tranche A Term Loan Facility, and the commitment fee payable hereunder, the applicable rate per annum determined pursuant to the Pricing Grid and (ii) the Loans under the Tranche B Term Loan Facility, in the case of the Applicable Margin, 2.00% with respect to Tranche B Term Loans that are ABR Loans and 3.00% with respect to Tranche B Term Loans that are Eurocurrency Loans; provided that if the Consolidated Net Total Leverage Ratio is less than or equal to 1.75 to 1.00, then the Applicable Margin shall be reduced to 1.75% with respect to Tranche B Term Loans that are ABR Loans and 2.75% with respect to Tranche B Term Loans that are Eurocurrency Loans, with such changes in the Applicable Margin becoming effective on the date on which financial statements are delivered to the Lenders pursuant to Section 6.1 and remaining in effect until the next change to be effected pursuant to this proviso; provided further that from the Amendment and Restatement Effective Date until the six-month anniversary of the Amendment and Restatement Effective Date (a) the Applicable Margin shall be 1.50% with respect to Tranche A Term Loans and Revolving Loans that are ABR Loans, and Swingline Loans, 2.50% with respect to Tranche A Term Loans and Revolving Loans that are Eurocurrency Loans, 3.00% with respect to Tranche B Term Loans that are Eurocurrency Loans and 2.00% with respect to Tranche B Term Loans that are ABR Loans and (b) the Applicable Commitment Fee Rate shall be 0.375%, and, thereafter, the Applicable Margin and Applicable Commitment Fee Rate with respect to Tranche A Term Loans and Revolving Loans shall be determined in accordance with the Pricing Grid and the Applicable Margin with respect to Tranche B Term Loans shall be determined in accordance with clause (ii) and the first proviso of this definition, in each case, based on the most recently delivered financial statements delivered pursuant to Section 6.1.

Applicable Period ”: as defined in Section 10.19.

Application ”: an application, in such form as the relevant Issuing Lender may specify from time to time, requesting such Issuing Lender to open a Letter of Credit.

Approved Fund ”: as defined in Section 10.6(b).

Asset Sale ”: any Disposition of Property or series of related Dispositions of Property by the Borrower or any of its Restricted Subsidiaries not in the ordinary course of business (a) under Section 7.5(e) or (p) or (b) not otherwise permitted under Section 7.5, in each case, which yields Net Cash Proceeds (valued at the initial principal amount thereof in the case of non-cash proceeds consisting of notes or other debt securities and valued at fair market value in the case of other non-cash proceeds) in excess of $2,000,000.

Assignee ”: as defined in Section 10.6(b).

Assignment and Assumption ”: an Assignment and Assumption, substantially in the form of Exhibit D to this Agreement.

Available Amount ”: as at any date, the sum of, without duplication:

(a) $50,000,000;

(b) the aggregate cumulative amount, not less than zero, of 100% of Excess Cash Flow minus the Excess Cash Flow Application Amount for each fiscal year beginning with the fiscal year ending March 31, 2012;

(c) the Net Cash Proceeds received after the Amendment and Restatement Effective Date and on or prior to such date from any Equity Issuance by, or capital contribution to, Holdings or the Borrower (which in the case of any such Equity Issuance by the Borrower, is not Disqualified Capital Stock) which, in the case of any such Equity Issuance by, or capital contribution to, Holdings, have been contributed in cash as common equity to the Borrower;

(d) the aggregate amount of proceeds received after the Amendment and Restatement Effective Date and on or prior to such date that (i) would have constituted Net Cash Proceeds pursuant to clause (a) of the definition of “Net Cash Proceeds” except for the operation of any of (A) the Dollar threshold set forth in the definition of “Asset Sale” and (B) the Dollar threshold set forth in the definition of “Recovery Event” or (ii) constitutes Declined Proceeds;

(e) the aggregate principal amount of any Indebtedness of the Borrower or any Restricted Subsidiary issued after the Amendment and Restatement Effective Date (other than Indebtedness issued to a Restricted Subsidiary), which has been extinguished after being converted into or exchanged for Capital Stock in Holdings or any Parent Company;

(f) the amount received by the Borrower or any Restricted Subsidiary in cash (and the fair market value (as determined in good faith by the Borrower) of Property other than cash received by the Borrower or any Restricted Subsidiary) after the Amendment and Restatement Effective Date from any dividend or other distribution by an Unrestricted Subsidiary;

(g) in the event any Unrestricted Subsidiary has been redesignated as a Restricted Subsidiary and becomes a Subsidiary Guarantor or has been merged, consolidated or amalgamated with or into, or transfers or conveys its assets to, or is liquidated into, the Borrower or any Subsidiary Guarantor, the fair market value (as determined in good faith by the Borrower) of the Investments of the Borrower or any Restricted Subsidiary in such Unrestricted Subsidiary at the time of such redesignation, combination or transfer (or of the assets transferred or conveyed, as applicable);

(h) an amount equal to any returns (including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) actually received in cash, Cash Equivalents and Permitted Liquid Investments by the Borrower or any Restricted Subsidiary in respect of any Investments made pursuant to Section 7.7(f)(ii)(B), Section 7.7(h)(B), Section 7.7(v)(ii) or Section 7.7(z); and

(i) the aggregate amount actually received in cash, Cash Equivalents or Permitted Liquid Investments by the Borrower or any Restricted Subsidiary in connection with the sale, transfer or other disposition of its ownership interest in any joint venture that is not a Subsidiary or in any Unrestricted Subsidiary, in each case, to the extent of the Investment in such joint venture or Unrestricted Subsidiary;

minus , the sum of

(a) the amount of Restricted Payments made after the Amendment and Restatement Effective Date pursuant to Section 7.6(b); and

(b) the amount of any Investments made after the Amendment and Restatement Effective Date pursuant to Section 7.7(f)(ii)(B), Section 7.7(h)(B), Section 7.7(v)(ii) or Section 7.7(z).

Available Revolving Commitment ”: as to any Revolving Lender at any time, an amount equal to the excess, if any, of (a) such Lender’s Revolving Commitment then in effect (including any New Loan Commitments which are Revolving Commitments) over (b) such Lender’s Revolving Extensions of Credit then outstanding; provided that in calculating any Revolving Lender’s Revolving Extensions of Credit under its Revolving Commitment for the purpose of determining such Revolving Lender’s Available Revolving Commitments pursuant to Section 2.9(a), the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero.

BAH Borrower ”: BAH Borrower Corporation, a Delaware corporation.

BAH Merger ”: the merger, on the Amendment and Restatement Effective Date, of the BAH Borrower with and into Holdings with Holdings as the surviving corporation.

BAH Tranche A Term Loan ”: as defined in Section 2.1.

BAH Tranche B Term Loan ”: as defined in Section 2.1.

Benefited Lender ”: as defined in Section 10.7(a).

Board ”: the Board of Governors of the Federal Reserve System of the United States (or any successor).

Board of Directors ”: (a) with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board; (b) with respect to a partnership, the Board of Directors of the general partner of the partnership, or any committee thereof duly authorized to act on behalf of such board or the board or committee of any Person serving a similar function; (c) with respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof or any Person or Persons serving a similar function; and (d) with respect to any other Person, the board or committee of such Person serving a similar function.

Borrower ”: as defined in the preamble hereto.

Borrower Consolidated Group ”: as defined in Section 7.6(c).

Borrowing Date ”: any Business Day specified by the Borrower as a date on which the Borrower requests the relevant Lenders to make Loans hereunder.

Business ”: the business activities and operations of the Company and/or its Affiliates on the Amendment and Restatement Effective Date.

Business Day ”: a day (a) other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to close and (b) with respect to notices and determinations in connection with, and payments of principal and interest on, Eurocurrency Loans, such day is also a day for trading by and between banks in Dollar deposits in the London interbank eurocurrency market.

Capital Expenditures ”: for any period, with respect to any Person, the aggregate of all cash expenditures by such Person for the acquisition or leasing (pursuant to a lease under which obligations are Capital Lease Obligations but excluding any amount representing capitalized interest) of fixed or capital assets, computer software or additions to equipment (including replacements, capitalized repairs and improvements during such period) which are required to be capitalized under GAAP on a balance sheet of such Person; provided that in any event the term “Capital Expenditures” shall exclude: (i) any Permitted Acquisition and any other Investment permitted hereunder; (ii) any expenditures to the extent financed with any Reinvestment Deferred Amount; (iii) expenditures for leasehold improvements for which such Person is reimbursed in cash or receives a credit; and (iv) capital expenditures to the extent they are made with the proceeds of equity contributions (other than in respect of Disqualified Capital Stock) made to the Borrower after the Amendment and Restatement Effective Date.

Capital Lease Obligations ”: as to any Person, the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal Property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP and, for the purposes of this Agreement, the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP, provided that for the purposes of this definition, “GAAP” shall mean generally accepted accounting principles in the United States as in effect on the Amendment and Restatement Effective Date.

Capital Stock ”: any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, and any and all equivalent ownership interests in a Person (other than a corporation).

Carlyle Fund ”: Carlyle Partners US V, L.P., and no other Person or entity.

Cash Equivalents ”: (a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America), in each case maturing within eighteen months from the date of acquisition thereof;

(b) investments in commercial paper maturing within 270 days from the date of issuance thereof and having, at such date of acquisition, the highest credit rating obtainable from S&P or from Moody’s;

(c) investments in certificates of deposit, banker’s acceptances and time deposits maturing within one year from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, the Administrative Agent or any domestic office of any commercial bank organized under the laws of the United States of America or any State thereof that has a combined capital and surplus and undivided profits of not less than $500,000,000 and that issues (or the parent of which issues) commercial paper rated at least “Prime-1” (or the then equivalent grade) by Moody’s or “A-1” (or the then equivalent grade) by S&P;

(d) fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) above and entered into with a financial institution satisfying the criteria of clause (c) above;

(e) investments in “money market funds” within the meaning of Rule 2a-7 of the Investment Company Act of 1940, as amended, substantially all of whose assets are invested in investments of the type described in clauses (a) through (d) above; and

(f) other short-term investments utilized by Foreign Subsidiaries in accordance with normal investment practices for cash management in investments of a type analogous to the foregoing.

Cash Management Obligations ”: obligations owed by the Borrower or any Subsidiary Guarantor to any Lender or any Affiliate of a Lender in respect of any overdraft and related liabilities arising from treasury, depository and cash management services, credit or debit card, or any automated clearing house transfers of funds.

Certificated Security ”: as defined in the Guarantee and Collateral Agreement.

Change in Law ”: (a) the adoption of any law, rule or regulation, or (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority.

Change of Control ”: as defined in Section 8.1(j).

Charges ”: as defined in Section 10.20.

Chattel Paper ”: as defined in the Guarantee and Collateral Agreement.

Closing Date ”: July 31, 2008.

Closing Date Credit Agreement ”: as defined in the recitals hereto.

Code ”: the Internal Revenue Code of 1986, as amended from time to time.

Collateral ”: the meaning assigned to such term in the Guarantee and Collateral Agreement.

Collateral Agent ”: Credit Suisse AG, Cayman Islands Branch (f/k/a Credit Suisse, Cayman Islands Branch), in its capacity as collateral agent for the Secured Parties under the Security Documents and any of its successors and permitted assigns in such capacity in accordance with Section 9.9.

Commitment ”: as to any Lender, the sum of the Revolving Commitments and the New Loan Commitments (in each case, if any) of such Lender.

Committed Reinvestment Amount ”: as defined in the definition of “Reinvestment Prepayment Amount.”

Commonly Controlled Entity ”: an entity, whether or not incorporated, that is under common control with Holdings within the meaning of Section 4001 of ERISA or is part of a group that includes Holdings and that is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code.

Commonly Controlled Plan ”: as defined in Section 4.12(b).

Company ”: as defined in the preamble hereto.

Company Reorganization ”: the series of transactions described in the “Project Explorer Summarized Transaction Steps,” dated May 12, 2008, attached as Exhibit D to the Spin-Off Agreement dated as of May 15, 2008 among the Company, Booz & Company Holdings, LLC, Booz & Company Inc., Booz & Company Intermediate I Inc. and Booz & Company Intermediate II Inc., as amended, supplemented or otherwise modified from time to time, provided that any such amendments, supplements or modifications that are, when taken as a whole, materially adverse to the Lenders, shall be reasonably acceptable to the Administrative Agent.

Compliance Certificate ”: a certificate duly executed by a Responsible Officer substantially in the form of Exhibit B to the Closing Date Credit Agreement.

Confidential Information ”: as defined in Section 10.14.

Consolidated Current Assets ”: at any date, all amounts (other than (a) cash, Cash Equivalents and Permitted Liquid Investments, (b) deferred financing fees and (c) payments for deferred taxes so long as such items described in clauses (b) and (c) are not cash items) that would, in conformity with GAAP, be set forth opposite the caption “total current assets” (or any like caption) on a consolidated balance sheet of the Borrower and its Restricted Subsidiaries at such date.

Consolidated Current Liabilities ”: at any date, all amounts that would, in conformity with GAAP, be set forth opposite the caption “total current liabilities” (or any like caption) on a consolidated balance sheet of the Borrower and its Restricted Subsidiaries at such date, but excluding (a) the current portion of any Indebtedness of the Borrower and its Restricted Subsidiaries, (b) without duplication, all Indebtedness consisting of Revolving Loans, L/C Obligations or Swingline Loans, to the extent otherwise included therein, (c) amounts for deferred taxes and non-cash tax reserves accounted for pursuant to FASB Interpretation No. 48, (d) any equity compensation related liability and (e) any liabilities in respect of adjustments to the outstanding stock options in connection with the Recapitalization Transactions.

Consolidated EBITDA ”: of any Person for any period, Consolidated Net Income of such Person and its Restricted Subsidiaries for such period plus , without duplication and, if applicable, except with respect to clauses (i) and (j) of this definition, to the extent reflected as a charge in the statement of such Consolidated Net Income (regardless of classification) for such period, the sum of:

(a) provisions for taxes based on income (or similar taxes in lieu of income taxes), profits, capital (or equivalents), including federal, foreign, state, local, franchise, excise and similar taxes and foreign withholding taxes of such Person paid or accrued during such period;

(b) Consolidated Net Interest Expense and, to the extent not reflected in such Consolidated Net Interest Expense, any net losses on hedging obligations or other derivative instruments entered into for the purpose of hedging interest rate risk, amortization or write-off of debt discount and debt issuance costs and commissions, premiums, discounts and other fees and charges associated with Indebtedness (including commitment, letter of credit and administrative fees and charges with respect to the Facilities and the Mezzanine Loan Facility);

(c) depreciation and amortization expense and impairment charges (including deferred financing fees, capitalized software expenditures, intangibles (including goodwill), organization costs and amortization of unrecognized prior service costs and actuarial gains and losses related to pensions and other post-employment benefits);

(d) any extraordinary, unusual or non-recurring expenses or losses (including (x) losses on sales of assets outside of the ordinary course of business and restructuring and integration costs or reserves, including any severance costs, costs associated with office and facility openings, closings and consolidations, relocation costs and other non-recurring business optimization expenses, (y) any expenses in connection with the Recapitalization Transactions (including expenses in respect of adjustments to the outstanding stock options in connection with the Recapitalization Transactions) and (z) any expenses in connection with the 2011 Transactions);

(e) any other non-cash charges, expenses or losses (except to the extent such charges, expenses or losses represent an accrual of or reserve for cash expenses in any future period or an amortization of a prepaid cash expense paid in a prior period);

(f) stock-option based and other equity-based compensation expenses;

(g) transaction costs, fees, losses and expenses (whether or not any transaction is actually consummated) (including those relating to the Merger Transactions, the transactions contemplated hereby and by the Mezzanine Loan Documents (including any amendments or waivers of the Loan Documents or the Mezzanine Loan Documents), and those payable in connection with the sale of Capital Stock, the incurrence of Indebtedness permitted by Section 7.2, transactions permitted by Section 7.4, Dispositions permitted by Section 7.5, or any Permitted Acquisition or other Investment permitted by Section 7.7 (in each case whether or not successful));

(h) all fees and expenses paid pursuant to the Management Agreement;

(i) proceeds from any business interruption insurance (to the extent not reflected as revenue or income in such statement of such Consolidated Net Income);

(j) the amount of cost savings and other operating improvements and synergies projected by the Borrower in good faith and certified in writing to the Administrative Agent to be realized as a result of any acquisition (including the Merger Transactions) or Disposition (including the termination or discontinuance of activities constituting such business) of business entities or properties or assets, constituting a division or line of business of any business entity, division or line of business that is the subject of any such acquisition or Disposition, or from any operational change taken or committed to be taken during such period (in each case calculated on a pro forma basis as though such cost savings and other operating improvements and synergies had been realized on the first day of such period), net of the amount of actual benefits realized during such period from such actions to the extent already included in the Consolidated Net Income for such period, provided that (i) the Borrower shall have certified to the Administrative Agent that (A) such cost savings, operating improvements and synergies are reasonably anticipated to result from such actions, (B) such actions have been taken, or have been committed to be taken and the benefits resulting therefrom are anticipated by the Borrower to be realized within 12 months and (ii) no cost savings shall be added pursuant to this clause (j) to the extent already included in clause (d) above with respect to such period;

(k) cash expenses relating to earn-outs and similar obligations;

(l) charges, losses, lost profits, expenses or write-offs to the extent indemnified or insured by a third party, including expenses covered by indemnification provisions in any agreement in connection with the Merger Transactions, a Permitted Acquisition or any other acquisition permitted by Section 7.7;

(m) losses recognized and expenses incurred in connection with the effect of currency and exchange rate fluctuations on intercompany balances and other balance sheet items;

(n) costs of surety bonds in connection with financing activities of such Person and its Restricted Subsidiaries; and

(o) costs associated with, or in anticipation of, or preparation for, compliance with the requirements of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith and Public Company Costs;

minus , to the extent reflected as income or a gain in the statement of such Consolidated Net Income for such period, the sum of:

(a) any extraordinary, unusual or non-recurring income or gains (including gains on the sales of assets outside of the ordinary course of business);

(b) any other non-cash income or gains (other than the accrual of revenue in the ordinary course), but excluding any such items (i) in respect of which cash was received in a prior period or will be received in a future period or (ii) which represent the reversal in such period of any accrual of, or reserve for, anticipated cash charges in any prior period where such accrual or reserve is no longer required, all as determined on a consolidated basis; and

(c) gains realized and income accrued in connection with the effect of currency and exchange rate fluctuations on intercompany balances and other balance sheet items;

provided that for purposes of calculating Consolidated EBITDA of the Borrower and its Restricted Subsidiaries for any period, (A) the Consolidated EBITDA of any Person or Properties constituting a division or line of business of any business entity, division or line of business, in each case, acquired by the Borrower or any of the Restricted Subsidiaries during such period and assuming any synergies, cost savings and other operating improvements to the extent certified by the Borrower as having been determined in good faith to be reasonably anticipated to be realizable within 12 months following such acquisition, or of any Subsidiary designated as a Restricted Subsidiary during such period, shall be included on a pro forma basis for such period (but assuming the consummation of such acquisition or such designation, as the case may be, occurred on the first day of such period) and (B) the Consolidated EBITDA of any Person or Properties constituting a division or line of business of any business entity, division or line of business, in each case, Disposed of by the Borrower or any of the Restricted Subsidiaries during such period, or of any Subsidiary designated as an Unrestricted Subsidiary during such period, shall be excluded for such period (assuming the consummation of such Disposition or such designation, as the case may be, occurred on the first day of such period). With respect to each Subsidiary that is not a wholly-owned Subsidiary or any joint venture, for purposes of calculating Consolidated EBITDA, the amount of income attributable to such Subsidiary or joint venture, as applicable, that shall be counted for such purposes shall equal the product of (x) the Borrower’s direct and/or indirect percentage ownership of such Subsidiary or joint venture and (y) the aggregate amount of the applicable item of such Subsidiary or joint venture, as applicable, except to the extent the application of GAAP already takes into account the non-wholly owned subsidiary relationship. Notwithstanding the foregoing, Consolidated EBITDA shall be calculated without giving effect to the effects of purchase accounting or similar adjustments required or permitted by GAAP in connection with the 2008 Transactions, any Investment (including any Permitted Acquisition) and any other acquisition or Investment. Unless otherwise qualified, all references to “Consolidated EBITDA” in this Agreement shall refer to Consolidated EBITDA of the Borrower.

Consolidated Net Income ”: of any Person for any period, the consolidated net income (or loss) of such Person and its Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP; provided that in calculating Consolidated Net Income of the Borrower and its consolidated Restricted Subsidiaries for any period, there shall be excluded (a) the income (or loss) of any Person accrued prior to the date it becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any of its Subsidiaries and (b) the income (or loss) of any Person (other than a Restricted Subsidiary) in which Holdings, the Borrower or any of its Restricted Subsidiaries has an ownership interest (including any joint venture), except to the extent that any such income is actually received by Holdings, the Borrower or such Restricted Subsidiary in the form of dividends or similar distributions (which dividends and distributions shall be included in the calculation of Consolidated Net Income). Notwithstanding the foregoing, for purposes of calculating Excess Cash Flow, Consolidated Net Income shall not include: (i) extraordinary gains for such period, (ii) the cumulative effect of a change in accounting principles during such period, (iii) any fees and expenses incurred during such period, or any amortization thereof for such period, in connection with any acquisition, investment, recapitalization, asset disposition, issuance or repayment of debt, issuance of equity securities, refinancing transaction or amendment or other modification of any debt instrument (in each case, including any such transaction undertaken but not completed) and any charges or non-recurring merger costs incurred during such period as a result of any such transaction and (iv) any income (loss) for such period attributable to the early extinguishment of Indebtedness or Hedge Agreements. Unless otherwise qualified, all references to “Consolidated Net Income” in this Agreement shall refer to Consolidated Net Income of the Borrower. There shall be excluded from Consolidated Net Income for any period the purchase accounting effects of adjustments to inventory, Property and equipment, software and other intangible assets and deferred revenue required or permitted by GAAP and related authoritative pronouncements (including the effects of such adjustments pushed down to the Borrower and the Restricted Subsidiaries), as a result of the 2008 Transactions, any consummated acquisition whether consummated before or after the Closing Date, or the amortization or write-off of any amounts thereof.

Consolidated Net Interest Coverage Ratio ”: as of any date of determination, the ratio of (a) Consolidated EBITDA of the Borrower and its Restricted Subsidiaries for the most recently ended Test Period to (b) Consolidated Net Interest Expense of the Borrower and its Restricted Subsidiaries for such period.

Consolidated Net Interest Expense ”: of any Person for any period, (a) total cash interest expense (including that attributable to Capital Lease Obligations) of such Person and its Restricted Subsidiaries for such period with respect to all outstanding Indebtedness of such Person and its Restricted Subsidiaries, minus  (b) the sum of (i) total cash interest income of such Person and its Restricted Subsidiaries for such period (excluding any interest income earned on receivables due from clients), in each case determined in accordance with GAAP plus (ii) any one time financing fees (to the extent included in such Person’s consolidated interest expense for such period), including, with respect to the Borrower, those paid in connection with the Transaction Documents or in connection with any amendment thereof. Unless otherwise qualified, all references to “ Consolidated Net Interest Expense ” in this Agreement shall refer to Consolidated Net Interest Expense of the Borrower.

Consolidated Net Total Leverage ”: at any date, (a) the aggregate principal amount of all Funded Debt of the Borrower and its Restricted Subsidiaries on such date, minus (b) cash, Cash Equivalents and, to the extent they are subject to a perfected Lien pursuant to the Security Documents, Permitted Liquid Investments held by the Borrower and its Restricted Subsidiaries on such date, in an aggregate amount not to exceed $150,000,000, in each case determined on a consolidated basis in accordance with GAAP.

Consolidated Net Total Leverage Ratio ”: as of any date of determination, the ratio of (a) Consolidated Net Total Leverage on such day to (b) Consolidated EBITDA of the Borrower and the Restricted Subsidiaries for the most recently ended Test Period.

Consolidated Total Assets ”: the total assets of the Borrower and its Restricted Subsidiaries, determined on a consolidated basis in accordance with GAAP, as shown on the consolidated balance sheet of the Borrower for the most recently completed fiscal quarter for which financial statements have been delivered pursuant to Section 6.1(a) or (b).

Consolidated Working Capital ”: at any date, the difference of (a) Consolidated Current Assets on such date minus (b) Consolidated Current Liabilities on such date, provided that, for purposes of calculating Excess Cash Flow, increases or decreases in Consolidated Working Capital shall be calculated without regard to changes in the working capital balance as a result of non-cash increases or decreases thereof that will not result in future cash payments or receipts or cash payments or receipts in any previous period, in each case, including, without limitation, any changes in Consolidated Current Assets or Consolidated Current Liabilities as a result of (i) any reclassification in accordance with GAAP of assets or liabilities, as applicable, between current and noncurrent, (ii) the effects of purchase accounting and (iii) the effect of fluctuations in the amount of accrued or contingent obligations, assets or liabilities under Hedge Agreements.

Continuing Directors ”: the directors of Parent on the Amendment and Restatement Effective Date and each other director of Parent, if, in each case, such other director’s nomination for election to the Board of Directors of Parent is recommended by at least 51% of the then Continuing Directors or such other director receives the vote of the Sponsor and/or its Affiliates (excluding any operating portfolio companies of the Sponsor) or any other Permitted Investor in his or her nomination or election by the shareholders of Parent.

Contractual Obligation ”: as to any Person, any provision of any security issued by such Person or of any written or recorded agreement, instrument or other undertaking to which such Person is a party or by which it or any of its Property is bound.

Debtor Relief Laws ”: means the Bankruptcy Code of the United States of America, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect.

Declined Proceeds ”: the amount of any prepayment declined by the Required Prepayment Lenders or any Tranche B Term Lender, in accordance with Sections 2.12(a), 2.12(b), 2.12(c) or 2.12(e), as the case may be, to the extent, in the case of amounts declined in accordance with Section 2.12(e), such declined amounts have not been used to prepay Tranche A Term Loans.

Default ”: any of the events specified in Section 8.1, whether or not any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

Defaulting Lender ”: means, subject to Section 2.7(g), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder, or (ii) pay to the Administrative Agent, any Issuing Bank, any Swingline Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swingline Loans) within two Business Days of the date when due, (b) has notified the Borrower, the Administrative Agent or any Issuing Bank or Swingline Lender in writing that it does not intend to comply with its funding obligations hereunder, (c) has failed, within seven Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder ( provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, (i) become the subject of a proceeding under any Debtor Relief Law, or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority.

Derivatives Counterparty ”: as defined in Section 7.6.

Disinterested Director ”: as defined in Section 7.9.

Disposition ”: with respect to any Property, any sale, sale and leaseback, assignment, conveyance, transfer or other effectively complete disposition thereof. The terms “ Dispose ” and “ Disposed of ” shall have correlative meanings.

Disqualified Capital Stock ”: Capital Stock that (a) requires the payment of any dividends (other than dividends payable solely in shares of Qualified Capital Stock), (b) matures or is mandatorily redeemable or subject to mandatory repurchase or redemption or repurchase at the option of the holders thereof (other than solely for Qualified Capital Stock), in each case in whole or in part and whether upon the occurrence of any event, pursuant to a sinking fund obligation on a fixed date or otherwise (including as the result of a failure to maintain or achieve any financial performance standards) or (c) are convertible or exchangeable, automatically or at the option of any holder thereof, into any Indebtedness, Capital Stock or other assets other than Qualified Capital Stock, in the case of clauses (a), (b) and (c), prior to the date that is 91 days after the final scheduled maturity date of the Loans (other than (i) upon payment in full of the Obligations (other than (i) indemnification and other contingent obligations not yet due and owing and (ii) Obligations in respect of Specified Hedge Agreements, Specified Foreign Currency L/C Agreements or Cash Management Obligations) or (ii) upon a “change in control”; provided that any payment required pursuant to this clause (ii) is subject to the prior repayment in full of the Obligations (other than (i) indemnification and other contingent obligations not yet due and owing and (ii) Obligations in respect of Specified Hedge Agreements, Specified Foreign Currency L/C Agreements or Cash Management Obligations) that are accrued and payable and the termination of the Commitments); provided further , however, that if such Capital Stock is issued to any employee or to any plan for the benefit of employees of the Borrower or the Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Capital Stock solely because it may be required to be repurchased by the Borrower in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, death or disability.

Disqualified Institution ”: (i) those institutions identified by the Borrower in writing to the Administrative Agent prior to the Closing Date or the Amendment and Restatement Effective Date, as the case may be, or, with the consent of the Administrative Agent (not to be unreasonably withheld; consent of the Administrative Agent shall be deemed to have been given if the Administrative Agent does not object within 5 Business Days after identification of an institution) from time to time thereafter, and their known Affiliates and (ii) business competitors of the Borrower and its Subsidiaries or the Company identified by Borrower in writing to the Administrative Agent from time to time and their known Affiliates.

Documentation Agent ”: Barclays Bank PLC, in its capacity as documentation agent.

Dollars ” and “ $ ”: dollars in lawful currency of the United States.

Domestic Subsidiary ”: any direct or indirect Restricted Subsidiary organized under the laws of any jurisdiction within the United States.

Environmental Laws ”: any and all applicable laws, rules, orders, regulations, statutes, ordinances, codes or decrees (including, without limitation, common law) of any international authority, foreign government, the United States, or any state, provincial, local, municipal or other governmental authority, regulating, relating to or imposing liability or standards of conduct concerning protection of the environment, natural resources or human health and safety as it relates to Releases of Materials of Environmental Concern, as has been, is now, or at any time hereafter is, in effect.

Environmental Liability ”: any liability, claim, action, suit, judgment or order under or relating to any Environmental Law for any damages, injunctive relief, losses, fines, penalties, fees, expenses (including reasonable fees and expenses of attorneys and consultants) or costs, whether contingent or otherwise, including those arising from or relating to: (a) compliance or non-compliance with any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Materials of Environmental Concern, (c) exposure to any Materials of Environmental Concern, (d) the Release of any Materials of Environmental Concern or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

Equity Issuance ”: any issuance by Holdings, the Borrower or any Restricted Subsidiary of its Capital Stock in a public or private offering.

ERISA ”: the Employee Retirement Income Security Act of 1974, as amended from time to time.

Eurocurrency Base Rate ”: with respect to each day during each Interest Period, the rate per annum determined by reference to the British Bankers’ Association Interest Settlement Rates for deposits in Dollars for a period equal to such Interest Period commencing on the first day of such Interest Period appearing on the Screen as of 11:00 A.M., London time, two Business Days prior to the beginning of such Interest Period, as the Eurocurrency Rate for deposits denominated with a maturity comparable to such Interest Period. In the event that such rate does not appear on the Screen at such time for any reason, then the “ Eurocurrency Base Rate ” shall be determined by reference to such other comparable publicly available service for displaying eurocurrency rates as may be selected by the Administrative Agent or, in the absence of such availability, by reference to the rate at which the Administrative Agent is offered deposits at or about 11:00 A.M., London time, two Business Days prior to the beginning of such Interest Period in the interbank eurocurrency market where its eurodollar and exchange operations are then being conducted for delivery on the first day of such Interest Period for the number of days comprised therein.

Eurocurrency Loans ”: Loans the rate of interest applicable to which is based upon the Eurocurrency Rate.

Eurocurrency Rate ”: with respect to each day during each Interest Period pertaining to a Eurocurrency Loan, a rate per annum determined for such day in accordance with the following formula:

 
Eurocurrency Base Rate
1.00 — Eurocurrency Reserve Requirements

Eurocurrency Reserve Requirements ”: for any day as applied to a Eurocurrency Loan, the aggregate (without duplication) of the maximum rates (expressed as a decimal fraction) of reserve requirements in effect on such day (including basic, supplemental, marginal and emergency reserves) under any regulations of the Board or other Governmental Authority having jurisdiction with respect thereto dealing with reserve requirements prescribed for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board) maintained by a member bank of the Federal Reserve System.

Eurocurrency Tranche ”: the collective reference to Eurocurrency Loans under a particular Facility the then current Interest Periods with respect to all of which begin on the same date and end on the same later date (whether or not such Loans shall originally have been made on the same day).

Event of Default ”: any of the events specified in Section 8.1; provided that any requirement set forth therein for the giving of notice, the lapse of time, or both, has been satisfied.

Excess Cash Flow ”: for any fiscal year of the Borrower, the difference, if any, of (a) the sum, without duplication, of (i) Consolidated Net Income of the Borrower for such fiscal year, (ii) the amount of all non-cash charges (including depreciation, amortization, deferred tax expense and equity compensation expenses) deducted in arriving at such Consolidated Net Income and cash receipts included in clause (i) of the definition of “Consolidated Net Income” and excluded in arriving at such Consolidated Net Income, (iii) the amount of the decrease, if any, in Consolidated Working Capital for such fiscal year (excluding any decrease in Consolidated Working Capital relating to leasehold improvements for which the Borrower or any of its Subsidiaries is reimbursed in cash or receives a credit) and (iv) the aggregate net amount of non-cash loss on the Disposition of Property by the Borrower and its Restricted Subsidiaries during such fiscal year (other than sales of inventory in the ordinary course of business), to the extent deducted in arriving at such Consolidated Net Income; minus  (b) the sum, without duplication (including, in the case of clauses (ii) and (viii) below, duplication across periods ( provided that all or any portion of the amounts referred to in clauses (ii) and (viii) below with respect to a period may be applied in the determination of Excess Cash Flow for any subsequent period to the extent such amounts did not previously result in a reduction of Excess Cash Flow in any prior period)) of:

(i) the amount of all non-cash gains or credits to the extent included in arriving at such Consolidated Net Income (including, without limitation, credits included in the calculation of deferred tax assets and liabilities) and cash charges to the extent excluded in clauses (i) through (iv) of the definition of “Consolidated Net Income” and to the extent included in arriving at such Consolidated Net Income;

(ii) the aggregate amount (A) actually paid by the Borrower and its Restricted Subsidiaries in cash during such fiscal year on account of Capital Expenditures and Permitted Acquisitions and (B) committed during such fiscal year to be used to make Capital Expenditures or Permitted Acquisitions which in either case have been actually made or consummated or for which a binding agreement exists as of the time of determination of Excess Cash Flow for such fiscal year (in each case under this clause (ii) other than to the extent any such Capital Expenditure or Permitted Acquisition is made (or, in the case of the preceding clause (B), is expected to be made) with the proceeds of new long-term Indebtedness or an Equity Issuance or with the proceeds of any Reinvestment Deferred Amount), in each case to the extent not already deducted from Consolidated Net Income;

(iii) the aggregate amount of all regularly scheduled principal payments and all prepayments of Indebtedness (including, without limitation, the Term Loans) of the Borrower and its Restricted Subsidiaries made during such fiscal year (other than in respect of any revolving credit facility to the extent there is not an equivalent permanent reduction in commitments thereunder and other than to the extent any such prepayments are the result of the incurrence of additional indebtedness and other than optional prepayments of the Term Loans and optional prepayments of Revolving Loans and Swingline Loans to the extent accompanied by permanent optional reductions of the Revolving Commitments), in each case to the extent not already deducted from Consolidated Net Income;

(iv) the amount of the increase, if any, in Consolidated Working Capital for such fiscal year (excluding any increase in Consolidated Working Capital relating to leasehold improvements for which the Borrower or any of its Subsidiaries is reimbursed in cash or receives a credit);

(v) the aggregate net amount of non-cash gain on the Disposition of Property by the Borrower and its Restricted Subsidiaries during such fiscal year (other than sales of inventory in the ordinary course of business), to the extent included in arriving at such Consolidated Net Income;

(vi) fees and expenses incurred in connection with the 2008 Transactions, the 2011 Transactions or any Permitted Acquisition (whether or not consummated), in each case to the extent not already deducted from Consolidated Net Income;

(vii) purchase price adjustments paid, in each case to the extent not already deducted from Consolidated Net Income, or received, in each case to the extent not already included in arriving at Consolidated Net Income, in connection with the Merger Transactions, any Permitted Acquisition or any other acquisition permitted under Section 7.7(h), (v) or (z);

(viii) (A) the net amount of Investments made during such period pursuant to paragraphs (d), (f), (h), (l), (v), (y) and (z) of Section 7.7 (to the extent, in the case of clause (y), such Investment relates to Restricted Payments permitted under Section 7.6(c), (e), (h) or (i)) or committed during such period to be used to make Investments pursuant to such paragraphs of Section 7.7 which have been actually made or for which a binding agreement exists as of the time of determination of Excess Cash Flow for such period (but excluding Investments among the Borrower and its Restricted Subsidiaries) and (B) permitted Restricted Payments made in each case by the Borrower during such period and permitted Restricted Payments made by any Restricted Subsidiary to any Person other than Holdings, the Borrower or any of the Restricted Subsidiaries during such period, in each case, to the extent permitted by Section 7.6(c), (e), (h), (i) or (p) (to the extent, in the case of clause (p), such Restricted Payment is funded using cash on hand), in each case to the extent not already deducted from Consolidated Net Income; provided that the amount of Restricted Payments made pursuant to Section 7.6(e) and deducted pursuant to this clause (viii) shall not exceed $10,000,000 in any fiscal year;

(ix) the amount (determined by the Borrower) of such Consolidated Net Income which is mandatorily prepaid or reinvested pursuant to Section 2.12(b) (or as to which a waiver of the requirements of such Section applicable thereto has been granted under Section 10.1) prior to the date of determination of Excess Cash Flow for such fiscal year as a result of any Asset Sale or Recovery Event, in each case to the extent not already deducted from Consolidated Net Income;

(x) the aggregate amount of any premium or penalty actually paid in cash that is required to be made in connection with any prepayment of Indebtedness, in each case to the extent not already deducted from Consolidated Net Income;

(xi) cash payments by the Borrower and its Restricted Subsidiaries during such period in respect of long-term liabilities of the Borrower and its Subsidiaries other than Indebtedness, in each case to the extent not already deducted from Consolidated Net Income;

(xii) the aggregate amount of expenditures actually made by the Borrower and its Restricted Subsidiaries in cash during such period (including expenditures for the payment of financing fees) to the extent that such expenditures are not expensed during such period and are not deducted in calculating Consolidated Net Income;

(xiii) cash expenditures in respect of Hedge Agreements during such period to the extent not deducted in arriving at such Consolidated Net Income;

(xiv) the amount of taxes (including penalties and interest) paid in cash in such period or tax reserves set aside or payable (without duplication) in such period to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period;

(xv) the amount of cash payments made in respect of pensions and other post-employment benefits in such period, in each case to the extent not deducted in determining Consolidated Net Income;

(xvi) payments made in respect of the minority equity interests of third parties in any non-wholly owned Restricted Subsidiary in such period, including pursuant to dividends declared or paid on Capital Stock held by third parties in respect of such non-wholly-owned Restricted Subsidiary, in each case to the extent not deducted in determining Consolidated Net Income; and

(xvii) the amount representing accrued expenses for cash payments (including with respect to retirement plan obligations) that are not paid in cash in such fiscal year, in each case to the extent not deducted in determining Consolidated Net Income, provided that such amounts will be added to Excess Cash Flow for the following fiscal year to the extent not paid in cash during such following fiscal year.

Excess Cash Flow Application Amount ”: with respect to any fiscal year, the product of the Excess Cash Flow Percentage applicable to such fiscal year times the Excess Cash Flow for such fiscal year.

Excess Cash Flow Application Date ”: as defined in Section 2.12(c).

Excess Cash Flow Percentage ”: 25%; provided that the Excess Cash Flow Percentage shall be reduced to 0% if the Consolidated Net Total Leverage Ratio as of the last day of the relevant fiscal year is not greater than 3.00 to 1.00.

Exchange Act ”: the Securities Exchange Act of 1934, as amended.

Excluded Capital Stock ”: (a) any Capital Stock with respect to which, in the reasonable judgment of the Administrative Agent (confirmed by notice to the Borrower), (i) the cost of pledging such Capital Stock in favor of the Secured Parties under the Security Documents shall be excessive in view of the benefits to be obtained by the Lenders therefrom or (ii) would result in adverse tax consequences, (b) solely in the case of any pledge of Capital Stock of any Foreign Subsidiary or any Foreign Subsidiary Holding Company to secure the Obligations, any Capital Stock of any class of such Foreign Subsidiary or such Foreign Subsidiary Holding Company in excess of 65% of the outstanding Capital Stock of such class (such percentage to be adjusted by mutual agreement (not to be unreasonably withheld) upon any change in law as may be required to avoid adverse U.S. federal income tax consequences to the Borrower or any Subsidiary), (c) any Capital Stock to the extent the pledge thereof would violate any applicable Requirement of Law, (d) the Capital Stock of any Special Purpose Entity, any Immaterial Subsidiary (for so long as such Subsidiary remains an Immaterial Subsidiary) or any Unrestricted Subsidiary and (e) in the case of any Capital Stock of any Subsidiary that is subject of a Lien permitted under Section 7.3(g) securing Indebtedness permitted under Section 7.2(t) or (u) any Capital Stock of each such Subsidiary to the extent that (i) a pledge thereof to secure the Obligations is prohibited by any applicable Contractual Obligations (other than customary non-assignment provisions which are ineffective under the Uniform Commercial Code) or (ii) any Contractual Obligation prohibits such a pledge without the consent of the other party; provided that this clause (ii) shall not apply if (A) such other party is a Loan Party or a wholly-owned Subsidiary or (B) consent has been obtained to consummate such pledge and for so long as such Contractual Obligation or replacement or renewal thereof is in effect or (iii) a pledge thereof to secure the Obligations would give any other party to a Contractual Obligation the right to terminate its obligations thereunder (other than customary non-assignment provisions which are ineffective under the Uniform Commercial Code or other applicable law); provided that this clause (iii) shall not apply if such other party is a Loan Party or a wholly-owned Subsidiary.

Excluded Collateral ”: as defined in Section 4.17(a).

Excluded Real Property ”: (a) any Real Property that is subject to a Lien expressly permitted by Section 7.3(g) or 7.3(z), (b) any Real Property with respect to which, in the reasonable judgment of the Administrative Agent (confirmed by notice to the Borrower) the cost of providing a mortgage on such Real Property in favor of the Secured Parties under the Security Documents shall be excessive in view of the benefits to be obtained by the Lenders therefrom and (c) any Real Property to the extent providing a mortgage on such Real Property would (i) result in adverse tax consequences as reasonably determined by the Administrative Agent (confirmed by notice to the Borrower), (ii) violate any applicable Requirement of Law, (iii) be prohibited by any applicable Contractual Obligations (other than customary non-assignment provisions which are ineffective under the Uniform Commercial Code) or (iv) give any other party (other than a Loan Party or a wholly-owned Subsidiary) to any contract, agreement, instrument or indenture governing such Real Property the right to terminate its obligations thereunder (other than customary non-assignment provisions which are ineffective under the Uniform Commercial Code or other applicable law).

Excluded Subsidiary ”: (a) each Domestic Subsidiary which is an Immaterial Subsidiary as of the Amendment and Restatement Effective Date and listed on Schedule 1.1A to this Agreement and each future Domestic Subsidiary which is an Immaterial Subsidiary, in each case, for so long as such Subsidiary remains an Immaterial Subsidiary, (b) each Domestic Subsidiary that is not a wholly-owned Subsidiary on any date such Subsidiary would otherwise be required to become a Guarantor pursuant to the requirements of Section 6.8(c) (for so long as such Subsidiary remains a non-wholly-owned Restricted Subsidiary), (c) any Foreign Subsidiary Holding Company, (d) each Domestic Subsidiary that is a Subsidiary of a Foreign Subsidiary, (e) each Unrestricted Subsidiary, (f) each Domestic Subsidiary to the extent that (i) such Domestic Subsidiary is prohibited by any applicable Contractual Obligation or Requirement of Law from guaranteeing the Obligations, (ii) any Contractual Obligation prohibits such guarantee without the consent of the other party or (iii) a guarantee of the Obligations would give any other party to a Contractual Obligation the right to terminate its obligation thereunder; provided that clauses (ii) and (iii) shall not be applicable if (A) such other party is a Loan Party or a wholly-owned Subsidiary or (B) consent has been obtained to provide such guarantee and for so long as such Contractual Obligation or replacement or renewal thereof is in effect, (g) any Subsidiary that is a Special Purpose Entity or (h) any other Domestic Subsidiary with respect to which, in the reasonable judgment of the Administrative Agent (confirmed by notice to the Borrower) the cost of providing a guarantee is excessive in view of the benefits to be obtained by the Lenders.

Existing Credit Agreement ”: as defined in the recitals hereto.

Existing Revolving Commitment ”: with respect to any Revolving Lender, the Revolving Commitment of such Revolving Lender immediately prior to the Amendment and Restatement Effective Date, in the amount set forth under the heading “Existing Revolving Commitment” opposite such Lender’s name on Schedule 2.1 to this Agreement. The aggregate amount of the Existing Revolving Commitments is $245,000,000.

Facility ”: each of (a) the Tranche A Term Loans (the “ Tranche A Term Facility ”), (b)  the Tranche B Term Loans (the “ Tranche B Term Facility ”), (c)  any New Loan Commitments and the New Loans made thereunder (a “ New Facility ”) and (d) the Revolving Commitments and the extensions of credit made thereunder (the “ Revolving Facility ”).

Federal Funds Effective Rate ”: for any day, the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for the day of such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it.

Fee Payment Date ”: commencing on September 30, 2008, (a) the last Business Day of each March, June, September and December and (b) the last day of the Revolving Commitment Period.

First Amendment ”: Amendment No. 1 to Credit Agreement, dated as of December 8, 2009, among Holdings, the Borrower, the Lenders party thereto and the Agents, providing for an amendment and restatement of the Closing Date Credit Agreement.

Foreign Currency L/C Agreements ”: all agreements with respect to any Foreign Currency L/Cs entered into by the Borrower or any Restricted Subsidiary.

Foreign Currency L/Cs ”: any letters of credit issued for the account of the Borrower or any Restricted Subsidiary in a currency other than Dollars.

Foreign Subsidiary ”: any Restricted Subsidiary of the Borrower that is not a Domestic Subsidiary.

Foreign Subsidiary Holding Company ”: any Restricted Subsidiary of the Borrower which is a Domestic Subsidiary substantially all of the assets of which consist of the Capital Stock of one or more Foreign Subsidiaries (or Restricted Subsidiaries thereof) and other assets relating to an ownership interest in such Capital Stock or Restricted Subsidiaries.

Funded Debt ”: with respect to any Person, all Indebtedness of such Person of the types described in clauses (a), (b), (e), (g)(ii) or, to the extent related to Indebtedness of the types described in the preceding clauses, (d) of the definition of “Indebtedness”.

Funding Office ”: the office of the Administrative Agent specified in Section 10.2 or such other office as may be specified from time to time by the Administrative Agent as its funding office by written notice to the Borrower and the Lenders.

GAAP ”: generally accepted accounting principles in the United States as in effect from time to time. If at any time the SEC requires U.S.-domiciled companies subject to the reporting requirements of the Exchange Act to use IFRS in lieu of GAAP for financial reporting purposes, without limiting Section 10.16, effective from and after the date on which such transition from GAAP to IFRS is required to be completed (or, upon notice from the Borrower or the Parent to the Administrative Agent, such earlier date as the Borrower or Parent, as applicable, reasonably determines that it should effectuate the transition from GAAP to IFRS in contemplation of such SEC requirement), references herein to GAAP shall thereafter be construed to mean (a) for periods beginning on and after the required transition date or the date specified in such notice, as the case may be, IFRS as in effect from time to time and (b) for prior periods, GAAP as defined in the first sentence of this definition.

Government Contracts ”: as defined in the Guarantee and Collateral Agreement.

Governmental Authority ”: any nation or government, any state, province or other political subdivision thereof and any governmental entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and, as to any Lender, any securities exchange and any self regulatory organization (including the National Association of Insurance Commissioners).

Guarantee and Collateral Agreement ”: the Guarantee and Collateral Agreement, dated as of July 31, 2008, among Holdings, the Borrower and each Subsidiary Guarantor, substantially in the form of Exhibit A to the Closing Date Credit Agreement, as the same may be amended, supplemented or otherwise modified from time to time.

Guarantee Obligation ”: as to any Person (the “ guaranteeing person ”), any obligation of (a) the guaranteeing person or (b) another Person (including, without limitation, any bank under any letter of credit) pursuant to which the guaranteeing person has issued a guarantee, reimbursement, counterindemnity or similar obligation, in either case guaranteeing or by which such Person becomes contingently liable for any Indebtedness (the “ primary obligations ”) of any other third Person (the “ primary obligor ”) in any manner, whether directly or indirectly, including, without limitation, any obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such primary obligation or any Property constituting direct or indirect security therefor, (ii) to advance or supply funds (1) for the purchase or payment of any such primary obligation or (2) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase Property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided , however , that the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business and reasonable indemnity obligations in effect on the Closing Date or entered into in connection with any acquisition or disposition of assets or any Investment permitted under this Agreement. The amount of any Guarantee Obligation of any guaranteeing Person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee Obligation is made and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case, the amount of such Guarantee Obligation shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof (assuming such person is required to perform thereunder) as determined by such Person in good faith.

Guarantors ”: the collective reference to Holdings and the Subsidiary Guarantors.

Hedge Agreements ”: all agreements with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions, in each case, entered into by the Borrower or any Restricted Subsidiary.

Holdings ”: as defined in the preamble hereto.

IFRS ”: International Financial Reporting Standards and applicable accounting requirements set by the International Accounting Standards Board or any successor thereto (or the Financial Accounting Standards Board, the Accounting Principles Board of the American Institute of Certified Public Accountants, or any successor to either such Board, or the SEC, as the case may be), as in effect from time to time.

Immaterial Subsidiary ”: on any date, any Subsidiary of the Borrower designated as such, but only to the extent that such Subsidiary has had less than 5% of Consolidated Total Assets and 5% of annual consolidated revenues of the Borrower and its Restricted Subsidiaries as reflected on the most recent financial statements delivered pursuant to Section 6.1 prior to such date; provided that at no time shall all Immaterial Subsidiaries have in the aggregate Consolidated Total Assets or annual consolidated revenues (as reflected on the most recent financial statements delivered pursuant to Section 6.1 prior to such time) in excess of 7.5% of Consolidated Total Assets or annual consolidated revenues, respectively, of the Borrower and its Restricted Subsidiaries.

Increased Amount Date ”: as defined in Section 2.25.

Indebtedness ” of any Person: without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person for the deferred purchase price of Property or services already received, (d) all Guarantee Obligations by such Person of Indebtedness of others, (e) all Capital Lease Obligations of such Person, (f) all payments that such Person would have to make in the event of an early termination, on the date Indebtedness of such Person is being determined in respect of outstanding Hedge Agreements (such payments in respect of any Hedge Agreement with a counterparty being calculated subject to and in accordance with any netting provisions in such Hedge Agreement), (g) the principal component of all obligations, contingent or otherwise, of such Person (i) as an account party in respect of letters of credit (other than any letters of credit, bank guarantees or similar instrument in respect of which a back-to-back letter of credit has been issued under or permitted by this Credit Agreement) and (ii) in respect of bankers’ acceptances; provided that Indebtedness shall not include (A) trade and other ordinary course payables, accrued expenses and intercompany liabilities arising in the ordinary course of business, (B) prepaid or deferred revenue arising in the ordinary course of business, (C) purchase price holdbacks arising in the ordinary course of business in respect of a portion of the purchase price of an asset to satisfy unperformed obligations of the seller of such asset or (D) earn-out and other contingent obligations until such obligations become a liability on the balance sheet of such Person in accordance with GAAP. The Indebtedness of any Person shall include the Indebtedness of any partnership in which such Person is a general partner, other than to the extent that the instrument or agreement evidencing such Indebtedness expressly limits the liability of such Person in respect thereof.

Indebtedness for Borrowed Money ”: (a) to the extent the following would be reflected on a consolidated balance sheet of the Borrower and its Restricted Subsidiaries prepared in accordance with GAAP, the principal amount of all Indebtedness of the Borrower and its Restricted Subsidiaries with respect to (i) borrowed money, evidenced by debt securities, debentures, acceptances, notes or other similar instruments and (ii) Capital Lease Obligations, (b) reimbursement obligations for letters of credit and financial guarantees (without duplication) (other than ordinary course of business contingent reimbursement obligations) and (c) Hedge Agreements; provided that the Obligations shall not constitute Indebtedness for Borrowed Money.

Indemnified Liabilities ”: as defined in Section 10.5.

Indemnitee ”: as defined in Section 10.5.

Initial Borrower ”: Explorer Merger Sub Corporation, a Delaware corporation that was merged into the Borrower on the Closing Date.

Insolvency ”: with respect to any Multiemployer Plan, the condition that such Plan is insolvent within the meaning of Section 4245 of ERISA.

Insolvent ”: pertaining to a condition of Insolvency.

Instrument ”: as defined in the Guarantee and Collateral Agreement.

Intellectual Property ”: the collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including, without limitation, copyrights, copyright licenses, domain names, patents, patent licenses, trademarks, trademark licenses, trade names, technology, know-how and processes, and all rights to sue at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom.

Interest Payment Date ”: (a) commencing on September 30, 2008, as to any ABR Loan, the last Business Day of each March, June, September and December to occur while such Loan is outstanding and the final maturity date of such Loan, (b) as to any Eurocurrency Loan having an Interest Period of three months or less, the last day of such Interest Period, (c) as to any Eurocurrency Loan having an Interest Period longer than three months, each day that is three months, or a whole multiple thereof, after the first day of such Interest Period and the last day of such Interest Period and (d) as to any Loan (other than any Revolving Loan that is an ABR Loan and any Swingline Loan), the date of any repayment or prepayment made in respect thereof.

Interest Period ”: as to any Eurocurrency Loan, (a) initially, the period commencing on the borrowing or conversion date, as the case may be, with respect to such Eurocurrency Loan and ending one, two, three or six or (if available from all Lenders under the relevant Facility) nine or twelve months (or such other period acceptable to all such Lenders) thereafter, as selected by the Borrower in its notice of borrowing or notice of continuation or conversion, as the case may be, given with respect thereto; and (b) thereafter, each period commencing on the last day of the next preceding Interest Period applicable to such Eurocurrency Loan and ending one, two, three or six or (with the consent of each affected Lender under the relevant Facility) nine or twelve months (or such other period acceptable to all such Lenders) thereafter, as selected by the Borrower by irrevocable notice to the Administrative Agent not later than 1:00 P.M., New York City time, on the date that is three Business Days prior to the last day of the then current Interest Period with respect thereto; provided that all of the foregoing provisions relating to Interest Periods are subject to the following:

(i) if any Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless the result of such extension would be to carry such Interest Period into another calendar month in which event such Interest Period shall end on the immediately preceding Business Day;

(ii) any Interest Period that would otherwise extend beyond the scheduled Revolving Termination Date or beyond the date final payment is due on the Term Loans shall end on the Revolving Termination Date or such due date, as applicable; and

(iii) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of a calendar month.

Investments ”: as defined in Section 7.7.

Issuing Lenders ”: (a) Credit Suisse AG, Cayman Islands Branch (f/k/a Credit Suisse) and (b) any other Revolving Lender from time to time designated by the Borrower, in its sole discretion, as an Issuing Lender with the consent of such other Revolving Lender.

Joinder Agreement ”: an agreement substantially in the form of Exhibit H to the Closing Date Credit Agreement.

Joint Bookrunners ”: Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse Securities (USA) LLC, Barclays Capital, the investment banking division of Barclays Bank PLC, Goldman Sachs Bank USA, Morgan Stanley Senior Funding, Inc. and Sumitomo Mitsui Banking Corporation, in their capacity as joint bookrunners.

L/C Commitment ”: $60,000,000.

L/C Disbursements ”: as defined in Section 3.4(a).

L/C Obligations ”: at any time, an amount equal to the sum of (a) the aggregate then undrawn and unexpired face amount of the then outstanding Letters of Credit and (b) the aggregate amount of drawings under Letters of Credit that have not then been reimbursed. The L/C Obligations of any Lender at any time shall be its Revolving Percentage of the total L/C Obligations at such time.

L/C Participants ”: the collective reference to all the Revolving Lenders other than the applicable Issuing Lender and, for purposes of Section 3.4(d), the collective reference to all Revolving Lenders.

Lead Arranger s”: Merrill Lynch, Pierce, Fenner & Smith Incorporated and Credit Suisse Securities (USA) LLC in their capacity as joint lead arrangers.

Lenders ”: as defined in the preamble hereto.

Letters of Credit ”: as defined in Section 3.1(a).

Lien ”: any mortgage, pledge, hypothecation, collateral assignment, encumbrance, lien (statutory or other), charge or other security interest or any other security agreement of any kind or nature whatsoever (including any conditional sale or other title retention agreement and any capital lease having substantially the same economic effect as any of the foregoing). For the avoidance of doubt, it is understood and agreed that the Borrower and any Restricted Subsidiary may, as part of its business, grant licenses to third parties to use Intellectual Property owned or developed by, or licensed to, such entity. For purposes of this Agreement and the other Loan Documents, such licensing activity, and licenses granted pursuant to the Merger Documents, shall not constitute a “Lien” on such Intellectual Property. Each of the Administrative Agent and each Lender understands that any such licenses may be exclusive to the applicable licensees, and such exclusivity provisions may limit the ability of the Administrative Agent to utilize, sell, lease, license or transfer the related Intellectual Property or otherwise realize value from such Intellectual Property pursuant hereto.

Loan ”: any loan made by any Lender pursuant to this Agreement.

Loan Documents ”: the collective reference to this Agreement, the Second Amendment, the Security Documents and the Notes (if any) and any amendment, waiver, supplement or other modification to any of the foregoing.

Loan Modification Agreement ”: as defined in Section 10.1(e)(i).

Loan Modification Offer ”: as defined in Section 10.1(e)(i).

Loan Parties ”: Holdings, the Borrower and each Subsidiary Guarantor.

Majority Facility Lenders ”: with respect to any Facility, the holders of more than 50% of the aggregate unpaid principal amount of the Tranche A Term Loans, Tranche B Term Loans, New Loans or the Revolving Extensions of Credit, as the case may be, outstanding under such Facility (or (i) in the case of any Revolving Facility, prior to any termination of the Revolving Commitments under such Facility, the holders of more than 50% of the Revolving Commitments under such Facility or (ii) in the case of any New Facility that is a revolving credit facility, prior to any termination of the New Loan Commitments under such Facility, the holders of more than 50% of the New Loan Commitments under such Facility); provided , however , that determinations of the “Majority Facility Lenders” shall exclude any Commitments or Loans held by the Carlyle Fund, Parent, any subsidiary of Parent or Defaulting Lenders.

Management Agreement ”: the Management Agreement, by and between Explorer Holding Corporation, the Borrower and TC Group V, L.L.C., as in effect on the Closing Date and as modified from time to time with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed).

Mandatory Prepayment Date ”: as defined in Section 2.12(e).

Material Adverse Effect ”: a material adverse effect on (a) the business, operations, assets, financial condition or results of operations of the Borrower and its Restricted Subsidiaries, taken as a whole, or (b) the material rights and remedies available to the Administrative Agent and the Lenders, taken as a whole, under the Loan Documents.

Material Deposit Accounts ”: as defined in the Guarantee and Collateral Agreement.

Material Real Property ”: any Real Property located in the United States and owned in fee by a Loan Party on the Amendment and Restatement Effective Date having an estimated fair market value (in the good faith judgment of such Loan Party) exceeding $3,000,000 and any after-acquired Real Property located in the United States owned by a Loan Party having a gross purchase price exceeding $3,000,000 at the time of acquisition.

Material Securities Accounts ”: as defined in the Guarantee and Collateral Agreement.

Materials of Environmental Concern ”: any gasoline or petroleum (including crude oil or any fraction thereof) or petroleum products, polychlorinated biphenyls, urea-formaldehyde insulation, asbestos, pollutants, contaminants, radioactivity and any other substances that are defined as hazardous or toxic under any Environmental Law, that are regulated pursuant to any Environmental Law.

Maximum Rate ”: as defined in Section 10.20.

Merger Agreement ”: the Agreement and Plan of Merger, dated as of May 15, 2008, by and among, Holdings, the Company, Explorer Holding Corporation, the Initial Borrower and Booz & Company Inc.

Merger Documents ”: collectively, the Merger Agreement, the Spin Off Agreement, and all schedules, exhibits, annexes and amendments thereto (including the execution versions of any agreements that are exhibits or annexes thereto), in each case, as amended, supplemented or otherwise modified from time to time.

Merger Transactions ”: the transactions contemplated by the Merger Documents.

Mezzanine Loan Agreement ”: the Mezzanine Credit Agreement, dated as of July 31, 2008, among the Borrower, the lenders from time to time parties thereto, Credit Suisse AG, Cayman Islands Branch (f/k/a Credit Suisse), as administrative agent, and Credit Suisse Securities (USA) LLC, Banc of America Securities LLC and Lehman Brothers Inc., as joint lead arrangers and joint bookrunners, as such agreement may be amended, supplemented or otherwise modified from time to time or refunded, refinanced, restructured, replaced, renewed, repaid, increased or extended from time to time to the extent not prohibited by this Agreement (whether in whole or in part, whether with the original administrative agent and lenders or other agents and lenders or otherwise, and whether provided under the original Mezzanine Loan Agreement or other credit agreements, indentures or otherwise, unless such agreement or instrument expressly provides that it is not intended to be and is not a Mezzanine Loan Agreement hereunder).

Mezzanine Loan Documents ”: the Loan Documents as defined in the Mezzanine Loan Agreement or any other documentation evidencing any Mezzanine Loan Facility, as the same may be amended, supplemented or otherwise modified, extended, renewed, refinanced or replaced from time to time to the extent not prohibited by this Agreement.

Mezzanine Loan Facility ”: the collective reference to the Mezzanine Loan Agreement, any Mezzanine Loan Documents, any notes issued pursuant thereto and any guarantee agreement, and other instruments and documents executed and delivered pursuant to or in connection with any of the foregoing, in each case as the same may be amended, supplemented or otherwise modified from time to time, or refunded, refinanced, restructured, replaced, renewed, repaid, increased or extended from time to time (whether in whole or in part, whether with the original agent and lenders or other agents and lenders or otherwise, and whether provided under the original Mezzanine Loan Agreement or other credit agreements, indentures or otherwise, unless such agreement expressly provides that it is not intended to be and is not a Mezzanine Loan Facility hereunder).

Mezzanine Loans ”: the loans made pursuant to the Mezzanine Loan Agreement and repaid on the Amendment and Restatement Effective Date.

Moody’s ”: Moody’s Investors Service, Inc. or any successor to the rating agency business thereof.

Mortgage ”: any mortgage, deed of trust, hypothec, assignment of leases and rents or other similar document delivered on or after the Closing Date by any Loan Party in favor of, or for the benefit of, the Collateral Agent for the benefit of the Secured Parties, with respect to Mortgaged Properties, each substantially in form and substance reasonably acceptable to the Administrative Agent and the Borrower (taking into account the law of the jurisdiction in which such mortgage, deed of trust, hypothec or similar document is to be recorded), as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time.

Mortgaged Properties ”: all Real Property that shall be subject to a Mortgage that is delivered pursuant to the terms of this Agreement.

Multiemployer Plan ”: a Plan that is a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

Net Cash Proceeds ”: (a) in connection with any Asset Sale or any Recovery Event, the proceeds thereof in the form of cash, Cash Equivalents and Permitted Liquid Investments (including any such proceeds received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise, but only as and when received) received by any Loan Party, net of (i) attorneys’ fees, accountants’ fees, investment banking fees, consulting fees, amounts required to be applied to the repayment of Indebtedness secured by a Lien expressly permitted hereunder on any asset which is the subject of such Asset Sale or Recovery Event (other than any Lien pursuant to a Security Document) and other customary fees and expenses actually incurred by any Loan Party in connection therewith; (ii) taxes paid or reasonably estimated to be payable by any Loan Party as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements); (iii) the amount of any reasonable reserve established in accordance with GAAP against any liabilities (other than any taxes deducted pursuant to clause (ii) above) (A) associated with the assets that are the subject of such event and (B) retained by the Borrower or any of the Restricted Subsidiaries, provided that the amount of any subsequent reduction of such reserve (other than in connection with a payment in respect of any such liability) shall be deemed to be Net Cash Proceeds of such event occurring on the date of such reduction and (iv) the pro rata portion of the Net Cash Proceeds thereof (calculated without regard to this clause (iv)) attributable to minority interests and not available for distribution to or for the account of the Borrower or any Domestic Subsidiary as a result thereof and (b) in connection with any Equity Issuance or other issuance or sale of debt securities or instruments or the incurrence of Funded Debt, the cash proceeds received from such issuance or incurrence, net of attorneys’ fees, investment banking fees, accountants’ fees, consulting fees, underwriting discounts and commissions and other customary fees and expenses actually incurred in connection therewith.

New Facility ”: as defined in the definition of “Facility.”

New Lender ”: as defined in Section 2.25.

New Loan Commitments ”: as defined in Section 2.25.

New Loans ”: any loan made by any New Lender pursuant to this Agreement.

New Revolving Loans ”: as defined in Section 2.25.

New Subsidiary ”: as defined in Section 7.2(t).

New Term Lender ”: a Lender that has a New Term Loan.

New Term Loans ”: as defined in Section 2.25.

Non-Defaulting Lender ”: any Lender other than a Defaulting Lender.

Non-Excluded Subsidiary ”: any Subsidiary of the Borrower which is not an Excluded Subsidiary.

Non-Excluded Taxes ”: as defined in Section 2.20(a).

Non-Guarantor Subsidiary ”: any Subsidiary of the Borrower which is not a Subsidiary Guarantor.

Non-Recourse Debt ”: Indebtedness (a) with respect to which no default would permit (upon notice, lapse of time or both) any holder of any other Indebtedness of Holdings, the Borrower or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity and (b) as to which the lenders or holders thereof will not have any recourse to the capital stock or assets of Holdings, the Borrower or any of its Restricted Subsidiaries.

Non-US Lender ”: as defined in Section 2.20(d).

Note ”: any promissory note evidencing any Loan, which promissory note shall be in the form of Exhibit J-1 to the Closing Date Credit Agreement, Exhibit J-2 to the Closing Date Credit Agreement or Exhibit J-3 to the Closing Date Credit Agreement, as applicable, or such other form as agreed upon by the Administrative Agent and the Borrower.

Obligations ”: the unpaid principal of and interest on (including, without limitation, interest accruing after the maturity of the Loans and Reimbursement Obligations and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed or allowable in such proceeding) the Loans, the Reimbursement Obligations and all other obligations and liabilities of the Borrower to the Administrative Agent, the Collateral Agent or to any Lender (or, in the case of Specified Hedge Agreements, Specified Foreign Currency L/C Agreements or Cash Management Obligations of the Borrower or any of its Subsidiaries to the Administrative Agent, the Collateral Agent, any Lender or any Affiliate of any Lender), whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, in each case, which may arise under, out of, or in connection with, this Agreement, any other Loan Document, the Letters of Credit, any Specified Hedge Agreement, any Specified Foreign Currency L/C Agreement or Cash Management Obligations or any other document made, delivered or given in connection herewith or therewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including, without limitation, all fees, charges and disbursements of counsel to the Administrative Agent or any Lender that are required to be paid by the Borrower pursuant hereto) or otherwise; provided that (a) obligations of the Borrower or any of the Subsidiary Guarantors under any Specified Hedge Agreement, any Specified Foreign Currency L/C Agreement or any Cash Management Obligations shall be secured and guaranteed pursuant to the Security Documents only to the extent that, and for so long as, the other Obligations are so secured and guaranteed and (b) any release of Collateral or Guarantors effected in the manner permitted by this Agreement shall not require the consent of holders of obligations under Specified Hedge Agreements, Specified Foreign Currency L/C Agreements or Cash Management Obligations.

Other Taxes ”: any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.

Parent ”: Booz Allen Hamilton Holding Corporation.

Parent Company ”: any direct or indirect parent of Holdings, including Parent.

Participant ”: as defined in Section 10.6(c)(i).

Participant Register ”: as defined in Section 10.6(c)(iii).

Payment Amount ”: as defined in Section 3.5.

PBGC ”: the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA (or any successor).

Permitted Acquisition ”: (a) any acquisition (including, if applicable, in the case of any Intellectual Property, by way of license) approved by the Required Lenders, (b) any acquisition made solely with the Net Cash Proceeds of any substantially concurrent Equity Issuance or capital contribution (other than Disqualified Capital Stock) or (c) any acquisition of a majority controlling interest in the Capital Stock, or all or substantially all of the assets, of any Person, or of all or substantially all of the assets constituting a division, product line or business line of any Person (each, an “ Acquisition ”), if such Acquisition described in this clause (c) complies with the following criteria:

(a) no Event of Default shall be in effect immediately prior or after giving effect to such Acquisition; and

(b) if the total consideration (other than any equity consideration) in respect of such Acquisition exceeds $15,000,000, the Borrower shall have delivered to the Administrative Agent a certificate of the Borrower signed by a Responsible Officer to such effect.

Permitted Amendments ”: as defined in Section 10.1(e)(i).

Permitted Business ”: the Business and any services, activities or businesses incidental or directly related or similar to any line of business engaged in by the Borrower and its Subsidiaries as of the Amendment and Restatement Effective Date or any business activity that is a reasonable extension, development or expansion thereof or ancillary thereto.

Permitted Investors ”: the collective reference to the Sponsor and its Affiliates (but excluding any operating portfolio companies of the foregoing), the members of management of any Parent Company, Holdings and its Subsidiaries that have ownership interests in any Parent Company or Holdings as of the Amendment and Restatement Effective Date, the directors of Holdings and its Subsidiaries or any Parent Company as of the Amendment and Restatement Effective Date and any Permitted Investors as such term is defined in the Existing Credit Agreement.

Permitted Liquid Investments ”: (a) securities issued or directly and fully and unconditionally guaranteed or insured by the United States government or any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with maturities of 24 months or less from the date of acquisition, (b) certificates of deposit, time deposits and eurodollar time deposits with maturities of 24 months or less from the date of acquisition, bankers’ acceptances with maturities not exceeding 24 months and overnight bank deposits, in each case, with any domestic commercial bank having capital and surplus in excess of $250,000,000, (c) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clauses (a) and (b) above entered into with any financial institution meeting the qualifications specified in clause (b) above, (d) commercial paper having a rating of at least A-1 from S&P or P-1 from Moody’s (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another rating agency) and maturing within 24 months after the date of acquisition and Indebtedness and preferred stock issued by Persons with a rating of “A” or higher from S&P or “A2” or higher from Moody’s with maturities of 24 months or less from the date of acquisition, (e) readily marketable direct obligations issued by any state of the United States or any political subdivision thereof having one of the two highest rating categories obtainable from either Moody’s or S&P with maturities of 24 months or less from the date of acquisition, (f) marketable short-term money market and similar securities having a rating of at least P-1 or A-1 from Moody’s or S&P, respectively (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another rating agency) and in each case maturing within 24 months after the date of creation or acquisition thereof, (g) Investments with average maturities of 12 months or less from the date of acquisition in money market funds rated AA- (or the equivalent thereof) or better by S&P or Aa3 (or the equivalent thereof) or better by Moody’s, (h) instruments equivalent to those referred to in clauses (a) through (g) above denominated in euro or pound sterling or any other foreign currency comparable in credit quality and tenor to those referred to above and customarily used by corporations for cash management purposes in any jurisdiction outside the United States to the extent reasonably required in connection with any business conducted by any Restricted Subsidiary organized in such jurisdiction including, without limitation, certificates of deposit or bankers’ acceptances of, and bank deposits with, any bank organized under the laws of any country that is a member of the European Economic Community or Canada or any subdivision thereof, whose short-term commercial paper rating from S&P is at least A-1 or the equivalent thereof or from Moody’s is at least P-1 or the equivalent thereof, in each case with maturities of not more than 24 months from the date of acquisition and (i) Investments in funds which invest substantially all of their assets in Cash Equivalents of the kinds described in clauses (a) through (h) of this definition.

Permitted Refinancings ”: with respect to any Person, refinancings, replacements, modifications, refundings, renewals or extensions of Indebtedness provided that (a) there is no increase in the principal amount (or accrued value) thereof (excluding accrued interest, fees, discounts, premiums and expenses), (b) the weighted average life to maturity of such Indebtedness is greater than or equal to the shorter of (i) the weighted average life to maturity of the Indebtedness being refinanced and (ii) the weighted average life to maturity that would result if all payments of principal on the Indebtedness being refinanced that were due on or after the date that is one year following the Tranche B Term Maturity Date were instead due one year following the Tranche B Term Maturity Date, (c) if the Indebtedness being refinanced, refunded, modified, renewed or extended is subordinated in right of payment to the Obligations, such refinancing, refunding, modification, renewal or extension is subordinated in right of payment to the Obligations (A) on terms at least as favorable to the Lenders as those contained in the documentation governing the Indebtedness being refinanced, refunded, modified, renewed or extended, (B) on terms consistent with the then-prevailing market terms for subordination of comparable Indebtedness or (C) on terms to which the Administrative Agent shall agree, (d) the terms and conditions (including, if applicable, as to collateral) of any such refinanced, refunded, modified, renewed or extended Indebtedness are not materially less favorable to the Lenders than the terms and conditions of the Indebtedness being modified, refinanced, refunded, renewed or extended, (e) no Default or Event of Default shall have occurred and be continuing at the time thereof and no Default or Event of Default would result from any such refinancing, refunding, modification, renewal or extension and (f) with respect to any such Indebtedness that is secured, neither the Borrower nor any Restricted Subsidiary shall be an obligor or guarantor of any such refinancings, replacements, refundings, renewals or extensions except to the extent that such Person was such an obligor or guarantor in respect of the applicable Indebtedness being modified, refinanced, refunded, renewed or extended.

Person ”: an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature.

Plan ”: at a particular time, any employee benefit plan as defined in Section 3(3) of ERISA and in respect of which Holdings, the Borrower or any of its Restricted Subsidiaries is (or, if such plan were terminated at such time, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA, including a Multiemployer Plan.

Pledged Securities ”: as defined in the Guarantee and Collateral Agreement.

Pledged Stock ”: as defined in the Guarantee and Collateral Agreement.

Prepayment Option Notice ”: as defined in Section 2.12(e).

Pricing Grid ”: the table set forth below:

                                         
Consolidated Net
Total Leverage
Ratio
  Applicable Margin
for Tranche A Term
Loans that are
Eurocurrency Loans
  Applicable Margin
for Tranche A Term
Loans that are ABR
Loans
  Applicable Margin
for Revolving Loans
that are
Eurocurrency Loans
  Applicable Margin
for Revolving Loans
that are ABR Loans
and Swingline Loans
 

Applicable
Commitment Fee Rate
 
                                       
= 3.00:1.00
    2.75 %     1.75 %     2.75 %     1.75 %     0.50 %
 
                                       
< 3.00:1.00 but
= 2.00 to 1.00
 
2.50%
 
1.50%
 
2.50%
 
1.50%
 
0.375%
 
                                       
< 2.00 to 1.00
but = 1.50:1.00
 
2.25%
 
1.25%
 
2.25%
 
1.25%
 
0.375%
 
                                       
< 1.50:1.00
    2.00 %     1.00 %     2.00 %     1.00 %     0.375 %
 
                                       

Changes in the Applicable Margin with respect to Loans or the Applicable Commitment Fee Rate resulting from changes in the Consolidated Net Total Leverage Ratio shall become effective on the date on which financial statements are delivered to the Lenders pursuant to Section 6.1 and shall remain in effect until the next change to be effected pursuant to this paragraph. If any financial statements referred to above are not delivered within the time periods specified in Section 6.1, then, at the option of (and upon the delivery of notice (telephonic or otherwise) by) the Administrative Agent or the Required Lenders, until such financial statements are delivered, the Consolidated Net Total Leverage Ratio as at the end of the fiscal period that would have been covered thereby shall for the purposes of this definition be deemed to be greater than 3.00 to 1.00. In addition, at all times while an Event of Default set forth in Section 8.1(a) or 8.1(f) shall have occurred and be continuing, the Consolidated Net Total Leverage Ratio shall for the purposes of the Pricing Grid be deemed to be greater than 3.00 to 1.00.

Prime Rate ”: as defined in the definition of “ABR.”

Property ”: any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, including, without limitation, Capital Stock.

Public Company Costs ”: costs relating to compliance with the provisions of the Securities Act and the Exchange Act, as applicable to companies with equity or debt securities held by the public, the rules of national securities exchange companies with listed equity or debt securities, directors’ compensation, fees and expense reimbursement, costs relating to investor relations, shareholder meetings and reports to shareholders or debtholders, directors and officers’ insurance and other executive costs, legal and other professional fees, and listing fees.

Qualified Capital Stock ”: any Capital Stock that is not Disqualified Capital Stock.

Rate Determination Notice ”: as defined in Section 2.22.

Ratio Calculation Date ”: as defined in Section 1.3(a).

Real Property ”: collectively, all right, title and interest of the Borrower or any other Subsidiary in and to any and all parcels of real property owned or operated by the Borrower or any other Subsidiary together with all improvements and appurtenant fixtures, easements and other property and rights incidental to the ownership, lease or operation thereof.

Recapitalization Transactions ”: the incurrence by the Borrower of Tranche C Term Loans (as defined in the Existing Credit Agreement), and the use of the net proceeds thereof, together with other funds, to (i) pay dividends or make other distributions (including payments in respect of stock options) to holders of the Capital Stock of the Borrower, Holdings or any Parent Company and (ii) pay, or permit Holdings or any Parent Company to pay, amounts due in respect of the Deferred Obligation Amount under and as defined in the Merger Agreement.

Recovery Event ”: any settlement of or payment in respect of any Property or casualty insurance claim or any condemnation proceeding relating to any asset of the Borrower or any Domestic Subsidiary that is a Restricted Subsidiary, in an amount for each such event exceeding $2,000,000.

Refinanced Revolving Commitments ”: as defined in Section 10.1(d).

Refinanced Term Loans ”: as defined in Section 10.1(c).

Refunded Swingline Loans ”: as defined in Section 2.7(b).

Register ”: as defined in Section 10.6(b)(iv).

Regulation U ”: Regulation U of the Board as in effect from time to time.

Reimbursement Obligation ”: the obligation of the Borrower to reimburse an Issuing Lender pursuant to Section 3.5 for amounts drawn under Letters of Credit issued by such Issuing Lender.

Reinvestment Deferred Amount ”: with respect to any Reinvestment Event, the aggregate Net Cash Proceeds received by any Loan Party for its own account in connection therewith that are not applied to prepay the Term Loans pursuant to Section 2.12 as a result of the delivery of a Reinvestment Notice.

Reinvestment Event ”: any Asset Sale or Recovery Event in respect of which a Loan Party has delivered a Reinvestment Notice.

Reinvestment Notice ”: a written notice signed on behalf of any Loan Party by a Responsible Officer stating that such Loan Party (directly or indirectly through a Subsidiary) intends and expects to use all or a specified portion of the Net Cash Proceeds of an Asset Sale or Recovery Event to acquire assets or make investments useful in the Business.

Reinvestment Prepayment Amount ”: with respect to any Reinvestment Event, the Reinvestment Deferred Amount relating thereto less any amount contractually committed by the applicable Loan Party (directly or indirectly through a Subsidiary) to be expended prior to the relevant Reinvestment Prepayment Date (a “ Committed Reinvestment Amount ”), or actually expended prior to such date, in each case to acquire assets or make investments useful in the Business.

Reinvestment Prepayment Date ”: with respect to any Reinvestment Event, the earlier of (i) the date occurring 12 months after such Reinvestment Event and (ii) with respect to any portion of a Reinvestment Deferred Amount, the date on which any Loan Party shall have determined not to acquire assets or make investments useful in the Business with such portion of such Reinvestment Deferred Amount.

Related Business Assets ”: assets (other than cash, Cash Equivalents or Permitted Liquid Investments) used or useful in a Permitted Business; provided that any assets received by the Borrower or a Restricted Subsidiary in exchange for assets transferred by the Borrower or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.

Release ”: any release, spill, emission, leaking, dumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching or migration into or through the environment or within or upon any building, structure or facility.

Reorganization ”: with respect to any Multiemployer Plan, the condition that such plan is in reorganization within the meaning of Section 4241 of ERISA.

Replacement Revolving Commitments ”: as defined in Section 10.1(d).

Replacement Term Loans ”: as defined in Section 10.1(c).

Reportable Event ”: any of the events set forth in Section 4043(c) of ERISA, other than those events as to which the thirty day notice period is waived by the PBGC in accordance with the regulations thereunder.

Representatives ”: as defined in Section 10.14.

Repricing Loans ”: as defined in “Repricing Transaction.”

Repricing Transaction ”: any prepayment of the Tranche B Term Loans using proceeds of Indebtedness incurred by the Borrower or one or more Subsidiaries from a substantially concurrent issuance or incurrence of secured, syndicated term loans, including, without limitation, by way of Replacement Term Loans incurred pursuant to Section 10.1(c) (“ Repricing Loans ”), provided by one or more banks, financial institutions or other Persons for which the Yield payable thereon (disregarding any performance or ratings based pricing grid that could result in a lower interest rate based on future performance) is lower than the Yield with respect to the Tranche B Term Loans on the date of such optional prepayment or any amendment, amendment and restatement or any other modification of this Agreement that reduces the Yield with respect to any Tranche B Term Loans; provided that the primary purpose of such prepayment, amendment, amendment and restatement or modification, as reasonably determined by the Borrower in good faith, is to refinance Tranche B Term Loans at a lower interest rate.

Required Lenders ”: at any time, the holders of more than 50% of (a) until the Amendment and Restatement Effective Date, the Commitments then in effect and (b) thereafter, the sum of (i) the aggregate unpaid principal amount of the Term Loans then outstanding, (ii) the Revolving Commitments then in effect or, if the Revolving Commitments have been terminated, the Revolving Extensions of Credit then outstanding and (iii) the New Loan Commitments then in effect in respect of any New Facility that is a revolving credit facility or, if such New Loan Commitments have been terminated, the New Revolving Loans then outstanding; provided , however , that determinations of the “Required Lenders” shall exclude any Commitments or Loans held by the Carlyle Fund, Parent, any subsidiary of Parent or Defaulting Lenders.

Required Prepayment Lenders ”: the holders of more than 50% of the aggregate unpaid principal amount of the Tranche A Term Loans and the Tranche B Term Loans.

Requirement of Law ”: as to any Person, the certificate of incorporation and by-laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its Property or to which such Person or any of its Property is subject.

Responsible Officer ”: the chief executive officer, president, chief financial officer (or similar title), controller or treasurer (or similar title) of Holdings or the Borrower, as applicable, or (with respect to Section 6.7) any Restricted Subsidiary and, with respect to financial matters, the chief financial officer (or similar title), controller or treasurer (or similar title) of Holdings or the Borrower, as applicable.

Restricted Payments ”: as defined in Section 7.6.

Restricted Subsidiary ”: any Subsidiary of the Borrower which is not an Unrestricted Subsidiary.

Revolving Commitment Period ”: the period from and including the Closing Date to the Revolving Termination Date.

Revolving Commitments ”: as to any Revolving Lender, the obligation of such Lender, if any, to make Revolving Loans and participate in Swingline Loans and Letters of Credit in an aggregate principal and/or face amount not to exceed the amount set forth under the heading “Revolving Commitment” opposite such Lender’s name on Schedule 2.1 to this Agreement, or, as the case may be, in the Assignment and Assumption pursuant to which such Lender became a party hereto, as the same may be changed from time to time pursuant to the terms hereof. The Revolving Commitment of each Revolving Lender as of the Amendment and Restatement Effective Date is equal to the sum of such Revolving Lender’s Existing Revolving Commitment, if any, and Additional Revolving Commitment, if any. The aggregate amount of the Revolving Commitments as of the Amendment and Restatement Effective Date is $275,000,000.

Revolving Extensions of Credit ”: as to any Revolving Lender at any time, an amount equal to the sum of, without duplication (a) the aggregate principal amount of all Revolving Loans held by such Lender then outstanding, (b) such Lender’s Revolving Percentage of the L/C Obligations then outstanding and (c) such Lender’s Revolving Percentage of the aggregate principal amount of Swingline Loans then outstanding.

Revolving Facility ”: as defined in the definition of “Facility.”

Revolving Lender ”: each Lender that has a Revolving Commitment or that holds Revolving Loans.

Revolving Loans ”: as defined in Section 2.4(a).

Revolving Percentage ”: as to any Revolving Lender at any time, the percentage which such Lender’s Revolving Commitment then constitutes of the aggregate Revolving Commitments or, at any time after the Revolving Commitments shall have expired or terminated, the percentage which such Revolving Lender’s Revolving Extensions of Credit then outstanding constitutes of the aggregate Revolving Extensions of Credit then outstanding.

Revolving Termination Date ”: July 31, 2014, the sixth anniversary of the Closing Date.

S&P ”: Standard & Poor’s Ratings Group, Inc., or any successor to the rating agency business thereof.

Screen ”: the relevant display page for the Eurocurrency Base Rate (as reasonably determined by the Administrative Agent) on the Bloomberg Information Service or any successor thereto; provided that if the Administrative Agent determines that there is no such relevant display page or otherwise in Bloomberg for the Eurocurrency Base Rate, “Screen” means such other comparable publicly available service for displaying the Eurocurrency Base Rate (as reasonably determined by the Administrative Agent).

SEC ”: the Securities and Exchange Commission (or successors thereto or an analogous Governmental Authority).

Second Amendment ”: Loan Agreement and Amendment No. 2 to Credit Agreement, dated as of February 3, 2011, among Holdings, the Borrower, BAH Borrower, the Lenders party thereto and the Agents, providing for an amendment and restatement of the Existing Credit Agreement.

Secured Parties ”: collectively, the Lenders, the Administrative Agent, the Collateral Agent, the Swingline Lender, any Issuing Lender, any other holder from time to time of any of the Obligations and, in each case, their respective successors and permitted assigns.

Securities Act ”: the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

Security ”: as defined in the Guarantee and Collateral Agreement.

Security Documents ”: the collective reference to the Guarantee and Collateral Agreement and all other security documents (including any Mortgages) hereafter delivered to the Administrative Agent or the Collateral Agent purporting to grant a Lien on any Property of any Loan Party to secure the Obligations.

Single Employer Plan ”: any Plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA and in respect of which any Loan Party or any Commonly Controlled Entity is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

Solvent ”: with respect to any Person, as of any date of determination, (a) the amount of the “present fair saleable value” of the assets of such Person will, as of such date, exceed the amount of all “liabilities of such Person, contingent or otherwise”, as of such date, as such quoted terms are determined in accordance with applicable federal and state laws governing determinations of the solvency of debtors, (b) the present fair saleable value of the assets of such Person will, as of such date, be greater than the amount that will be required to pay the liability of such Person on its debts as such debts become absolute and matured, (c) such Person will not have, as of such date, an unreasonably small amount of capital with which to conduct its business and (d) such Person will be able to pay its debts as they mature. For purposes of this definition, (i) “debt” means liability on a “claim”, (ii) “claim” means any (x) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (y) right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured or unmatured, disputed, undisputed, secured or unsecured and (iii) except as otherwise provided by applicable law, the amount of “contingent liabilities” at any time shall be the amount thereof which, in light of all the facts and circumstances existing at such time, can reasonably be expected to become actual or matured liabilities.

Special Purpose Entity ”: Booz Allen Hamilton Intellectual Property Holdings, LLC or any other Person formed or organized primarily for the purpose of holding trademarks, service marks, trade names, logos, slogans and/or internet domain names containing the mark “Booz” without the names “Allen” or “Hamilton” and licensing such marks to Booz & Company Inc. and its Affiliates.

Specified Foreign Currency L/C Agreements ”: any Foreign Currency L/C Agreement (a) entered into by (i) the Borrower or any Subsidiary Guarantor and (ii) any Person that was a Lender or any Affiliate thereof at the time such Foreign Currency L/C Agreement was entered into, as counterparty and (b) that has been designated by such Lender and the Borrower, by notice to the Administrative Agent, as a Specified Foreign Currency L/C Agreement. The designation of any Foreign Currency L/C Agreement as a Specified Foreign Currency L/C Agreement shall not create in favor of the Lender or Affiliate thereof that is a party thereto (or their successor or assigns) any rights in connection with the management or release of any Collateral or of the obligations of any Guarantor under the Guarantee and Collateral Agreement. For the avoidance of doubt, all Foreign Currency L/C Agreements in existence on the Amendment and Restatement Effective Date between the Borrower or any Subsidiary Guarantor and any Lender, as listed on Schedule 1.1B, shall constitute Specified Foreign Currency L/C Agreements.

Specified Hedge Agreement ”: any Hedge Agreement (a) entered into by (i) the Borrower or any Subsidiary Guarantor and (ii) any Person that was a Lender or any Affiliate thereof at the time such Hedge Agreement was entered into, as counterparty and (b) that has been designated by such Lender and the Borrower, by notice to the Administrative Agent, as a Specified Hedge Agreement. The designation of any Hedge Agreement as a Specified Hedge Agreement shall not create in favor of the Lender or Affiliate thereof that is a party thereto (or their successors or assigns) any rights in connection with the management or release of any Collateral or of the obligations of any Guarantor under the Guarantee and Collateral Agreement. For the avoidance of doubt, all Hedge Agreements in existence on the Amendment and Restatement Effective Date between the Borrower or any Subsidiary Guarantor and any Lender, as listed on Schedule 1.1C, shall constitute Specified Hedge Agreements.

Spin Off Agreement ”: the Spin Off Agreement, dated as of May 15, 2008, by and among the Company, Booz & Company Holdings, LLC, Booz & Company Inc., Booz & Company Intermediate I Inc. and Booz & Company Intermediate II Inc.

Sponsor ”: The Carlyle Group and any Affiliates thereof (but excluding any operating portfolio companies of the foregoing).

Stated Maturity ”: with respect to any Indebtedness, the date specified in such Indebtedness as the fixed date on which the payment of principal of such Indebtedness is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the re-purchase or repayment of such Indebtedness at the option of the holder thereof upon the happening of any contingency).

Subsidiary ”: as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the Board of Directors of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person; provided that any joint venture that is not required to be consolidated with the Borrower and its consolidated Subsidiaries in accordance with GAAP shall not be deemed to be a “Subsidiary” for purposes hereof. Unless otherwise qualified, all references to a “ Subsidiary ” or to “ Subsidiaries ” in this Agreement shall refer to a direct or indirect Subsidiary or Subsidiaries of the Borrower.

Subsidiary Guarantors ”: (a) each Subsidiary other than any Excluded Subsidiary and (b) any other Subsidiary of the Borrower that is a party to the Guarantee and Collateral Agreement.

Swingline Commitment ”: the obligation of the Swingline Lender to make Swingline Loans pursuant to Section 2.6 in an aggregate principal amount at any one time outstanding not to exceed $80,000,000.

Swingline Lender ”: (a) Credit Suisse AG, Cayman Islands Branch (f/k/a Credit Suisse), in its capacity as the lender of Swingline Loans or (b) upon the resignation of Credit Suisse AG, Cayman Islands Branch (f/k/a Credit Suisse), as a Swingline Lender, any Revolving Lender from time to time designated by the Borrower, in its sole discretion, as the Swingline Lender (with the consent of such other Revolving Lender).

Swingline Loans ”: as defined in Section 2.6(a).

Swingline Participation Amount ”: as defined in Section 2.7(c).

Syndication Agent ”: Bank of America, N.A., in its capacity as syndication agent.

Taxes ”: all present and future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

Term Lenders ”: the collective reference to the Tranche A Term Lenders and the Tranche B Term Lenders.

Term Loans ”: the collective reference to the Tranche A Term Loans, the Tranche B Term Loans, and the New Term Loans, if any.

Test Period ”: on any date of determination, the period of four consecutive fiscal quarters of the Borrower (in each case taken as one accounting period) most recently ended on or prior to such date for which financial statements have been or are required to be delivered pursuant to Section 6.1.

Tranche ”: as defined in Section 2.25.

Tranche A Term Facility ”: as defined in the definition of “Facility.”

Tranche A Term Lender ”: each Lender that holds a Tranche A Term Loan.

Tranche A Term Loan ”: as defined in Section 2.1. The original aggregate principal amount of Tranche A Term Loans is $500,000,000.

Tranche A Term Maturity Date ”: February 3, 2016, the fifth anniversary of the Amendment and Restatement Effective Date.

Tranche A Term Percentage ”: as to any Tranche A Term Lender, the percentage which the aggregate principal amount of such Lender’s Tranche A Term Loans then outstanding constitutes of the aggregate principal amount of the Tranche A Term Loans then outstanding.

Tranche B Prepayment Amount ”: as defined in Section 2.12(e).

Tranche B Term Facility ”: as defined in the definition of “Facility.”

Tranche B Term Lender ”: each Lender that holds a Tranche B Term Loan.

Tranche B Term Loan ”: as defined in Section 2.1. The original aggregate principal amount of Tranche B Term Loans is $500,000,000.

Tranche B Term Maturity Date ”: August 3, 2017, the six and one-half year anniversary of the Amendment and Restatement Effective Date.

Tranche B Term Percentage ”: as to any Tranche B Term Lender, the percentage which the aggregate principal amount of such Lender’s Tranche B Term Loans then outstanding constitutes of the aggregate principal amount of the Tranche B Term Loans then outstanding.

Transaction Documents ”: the Merger Documents, the Loan Documents and the Mezzanine Loan Documents.

Transferee ”: any Assignee or Participant.

Trigger Date ”: as defined in Section 2.12(b).

Type ”: as to any Loan, its nature as an ABR Loan or Eurocurrency Loan.

United States ”: the United States of America.

Unrestricted Subsidiary ”: (i) any Subsidiary of the Borrower designated as such and listed on Schedule 4.14 to this Agreement on the Amendment and Restatement Effective Date and (ii) any Subsidiary of the Borrower that is designated by a resolution of the Board of Directors of the Borrower as an Unrestricted Subsidiary, but only to the extent that, in the case of each of clauses (i) and (ii), such Subsidiary: (a) has no Indebtedness other than Non-Recourse Debt; (b) is not party to any agreement, contract, arrangement or understanding with Holdings, the Borrower or any Restricted Subsidiary unless (x) the terms of any such agreement, contract, arrangement or understanding are no less favorable to Holdings, the Borrower or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of Holdings or the Borrower or (y) Holdings, the Borrower or any Restricted Subsidiary would be permitted to enter into such agreement, contract, arrangement or understanding with an Unrestricted Subsidiary pursuant to Section 7.9; (c) is a Person with respect to which neither Holdings, the Borrower nor any of the Restricted Subsidiaries has any direct or indirect obligation (x) to subscribe for additional Capital Stock or warrants, options or other rights to acquire Capital Stock or (y) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results, unless, in each case, Holdings, the Borrower or any Restricted Subsidiary would be permitted to incur any such obligation with respect to an Unrestricted Subsidiary pursuant to Section 7.7; and (d) does not guarantee or otherwise provide credit support after the time of such designation for any Indebtedness of Holdings, the Borrower or any of its Restricted Subsidiaries, in the case of clauses (a), (b) and (c), except to the extent not otherwise prohibited by Section 7; provided that after giving effect to any such designation of a Domestic Subsidiary, the combined Consolidated EBITDA of Domestic Subsidiaries that are Unrestricted Subsidiaries for the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.1 does not exceed 5% of the Consolidated EBITDA of the Borrower and its Subsidiaries for the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.1. If, at any time, any Unrestricted Subsidiary would fail to meet the foregoing requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes hereof. Subject to the foregoing, the Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary or any Restricted Subsidiary to be an Unrestricted Subsidiary; provided that (i) such designation shall only be permitted if no Default or Event of Default would be in existence following such designation and after giving effect to such designation the Borrower shall be in pro forma compliance with the financial covenants set forth in Section 7.1 as of the end of the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.1, (ii) any designation of an Unrestricted Subsidiary as a Restricted Subsidiary shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary and (iii) any designation of a Restricted Subsidiary as an Unrestricted Subsidiary shall be deemed to be an Investment in an Unrestricted Subsidiary and shall reduce amounts available for Investments in Unrestricted Subsidiaries permitted by Section 7.7 in an amount equal to the fair market value of the Subsidiary so designated; provided that the Borrower may subsequently redesignate any such Unrestricted Subsidiary as a Restricted Subsidiary so long as the Borrower does not subsequently re-designate such Restricted Subsidiary as an Unrestricted Subsidiary for a period of the succeeding four fiscal quarters.

US Lender ”: as defined in Section 2.20(e).

Yield ”: on any date on which the “Yield” is required to be calculated hereunder will be the internal rate of return on the Repricing Loans or Tranche B Term Loans, as applicable, determined by the Administrative Agent in consultation with the Borrower utilizing (a) the greater of (i) if applicable, any “LIBOR floor” applicable to such Repricing Loans or Tranche B Term Loans, as applicable, on such date and (ii) the price of a LIBOR swap-equivalent maturing on the earlier of (x) the date that is four years following such date and (y) the final maturity date of such Repricing Loans or Tranche B Term Loans, as applicable; (b) the Applicable Margin for such Repricing Loans or Tranche B Term Loans, as applicable, on such date; and (c) the issue price of such Repricing Loans or Tranche B Term Loans, as applicable, (after giving effect to any original issue discount or upfront fees paid to the market (but excluding commitment or arrangement fees in respect of such Repricing Loans or Tranche B Term Loans, as applicable) in respect of such Repricing Loans or Tranche B Term Loans, as applicable, calculated based on an assumed four year average life to maturity).

1.2 Other Definitional Provisions . (a)  Unless otherwise specified therein, all terms defined in this Agreement shall have the defined meanings when used in the other Loan Documents or any certificate or other document made or delivered pursuant hereto or thereto.

(b) As used herein and in the other Loan Documents, and any certificate or other document made or delivered pursuant hereto or thereto, (i) accounting terms relating to the Borrower and its Subsidiaries not defined in Section 1.1 and accounting terms partly defined in Section 1.1, to the extent not defined, shall have the respective meanings given to them under GAAP, (ii) the words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation,” and (iii) references to agreements or other Contractual Obligations shall, unless otherwise specified, be deemed to refer to such agreements or Contractual Obligations as amended, supplemented, restated or otherwise modified from time to time.

(c) The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Annex, Section, Schedule and Exhibit references are to this Agreement unless otherwise specified.

(d) The term “license” shall include sub-license. The term “documents” includes any and all documents whether in physical or electronic form.

The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

1.3 Pro Forma Calculations . Solely for purposes of determining whether any action is otherwise permitted to be taken hereunder, (i) any calculation to be determined on a “ pro forma ” basis, after giving “ pro forma ” effect to certain transactions or pursuant to words of similar import and (ii) the Consolidated Net Total Leverage Ratio and Consolidated Net Interest Coverage Ratio, in each case, shall be calculated as follows:

(a) For purposes of making the computation referred to above, in the event that the Borrower or any Restricted Subsidiary incurs, assumes, guarantees, redeems, retires or extinguishes any Indebtedness subsequent to the commencement of the period for which such ratio is being calculated but on or prior to or simultaneously with the event for which the calculation is made (a “ Calculation Date ”), then such calculation shall be made giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement or extinguishment of Indebtedness as if the same had occurred at the beginning of the applicable Test Period; provided that, for purposes of making the computation of Consolidated Net Total Leverage for the computation of Consolidated Net Total Leverage Ratio referred to above, Consolidated Net Total Leverage shall be Consolidated Net Total Leverage as of the date the relevant action is being taken.

(b) For purposes of making the computation referred to above, if any Investments, Dispositions or designations of Unrestricted Subsidiaries or Restricted Subsidiaries are made (or committed to be made pursuant to a definitive agreement) subsequent to the commencement of the period for which such calculation is being made but on or prior to or simultaneously with the relevant Calculation Date, then such calculation shall be made giving pro forma effect to such Investments, Dispositions and designations as if the same had occurred at the beginning of the applicable Test Period in a manner consistent, where applicable, with the pro forma adjustments set forth in clause (j) of and the last proviso of the first sentence of the definition of “Consolidated EBITDA.” If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Borrower or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment or Disposition that would have required adjustment pursuant to this provision, then such calculation shall be made giving pro forma effect thereto for such Test Period as if such Investment or Disposition had occurred at the beginning of the applicable Test Period.

(c) For purposes of determining any financial ratio or making any financial covenant calculation for any period or a portion of a period prior to the first delivery of financial statements pursuant to Section 6.1, the Consolidated Net Total Leverage Ratio and Consolidated Net Interest Coverage Ratio shall be determined based on the most recent financial statements of the Borrower that have been furnished pursuant to Section 6.1(a) or (b) of the Existing Credit Agreement and this Agreement, and the levels for such Consolidated Net Total Leverage Ratio and Consolidated Net Interest Coverage Ratio shall be the levels set forth in Sections 7.1(a) and (b) of this Agreement for the fiscal period ended March 31, 2011.

SECTION 2. AMOUNT AND TERMS OF COMMITMENTS

2.1 Term Commitments . Subject to the terms and conditions of the Second Amendment, (a) each Tranche A Term Lender made a term loan (a “ BAH Tranche A Term Loan ”) in Dollars to the BAH Borrower on the Amendment and Restatement Effective Date, and (b) each Tranche B Term Lender made a term loan (a “ BAH Tranche B Term Loan ”) in Dollars to the BAH Borrower on the Amendment and Restatement Effective Date. Upon the effectiveness of this Agreement in accordance with the terms of the Second Amendment, (a) the BAH Tranche A Term Loan of each Tranche A Term Lender shall become a term loan hereunder (a “ Tranche A Term Loan ”) and (b) the BAH Tranche B Term Loan of each Tranche B Term Lender shall become a term loan hereunder (a “ Tranche B Term Loan ”). The aggregate outstanding principal amount of the Term Loans for all purposes of this Agreement and the other Loan Documents shall be the stated principal amount thereof outstanding from time to time. The Term Loans may from time to time be Eurocurrency Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.13.

2.2 [RESERVED] .

2.3 Repayment of Term Loans . (a)  The Tranche A Term Loan of each Tranche A Term Lender shall be payable on each date set forth below in an amount set forth opposite such date (expressed as a percentage of the stated principal amount of the Tranche A Term Loans funded on the Amendment and Restatement Effective Date) (as adjusted to reflect any prepayments thereof), with the remaining balance thereof payable on the Tranche A Term Maturity Date.

         
Date   Amount
June 30, 2011
    1.25 %
September 30, 2011
    1.25 %
December 31, 2011
    1.25 %
March 31, 2012
    1.25 %
June 30, 2012
    1.875 %
September 30, 2012
    1.875 %
December 31, 2012
    1.875 %
March 31, 2013
    1.875 %
June 30, 2013
    2.5 %
September 30, 2013
    2.5 %
December 31, 2013
    2.5 %
March 31, 2014
    2.5 %
June 30, 2014
    3.125 %
September 30, 2014
    3.125 %
December 31, 2014
    3.125 %
March 31, 2015
    3.125 %
June 30, 2015
    16.25 %
September 30, 2015
    16.25 %
December 31, 2015
    16.25 %
Tranche A Term Maturity Date
    16.25 %

(b) The Tranche B Term Loan of each Tranche B Term Lender shall be payable in equal consecutive quarterly installments, commencing on June 30, 2011, on the last Business Day of each March, June, September and December following the Amendment and Restatement Effective Date in an amount equal to one quarter of one percent (0.25%) of the stated principal amount of the Tranche B Term Loans funded on the Amendment and Restatement Effective Date (as adjusted to reflect any prepayments thereof), with the remaining balance thereof payable on the Tranche B Term Maturity Date.

2.4 Revolving Commitments . (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans (“ Revolving Loans ”) in Dollars to the Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which when added to such Lender’s Revolving Percentage of the sum of (i) the L/C Obligations then outstanding and (ii) the aggregate principal amount of the Swingline Loans then outstanding, does not exceed the amount of such Lender’s Revolving Commitment. During the Revolving Commitment Period, the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurocurrency Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.5 and 2.13.

(b) The Borrower shall repay all outstanding Revolving Loans made to it on the Revolving Termination Date.

(c) On the Amendment and Restatement Effective Date, (i) the Revolving Commitment of each Additional Revolving Lender that has an Existing Revolving Commitment shall be automatically and without further action increased by an amount equal to such Additional Revolving Lender’s Additional Revolving Commitment and (ii) each Additional Revolving Lender that does not have an Existing Revolving Commitment shall automatically and without further action provide a new Revolving Commitment in an amount equal to such Revolving Lender’s Additional Revolving Commitment.

2.5 Procedure for Revolving Loan Borrowing . The Borrower may borrow under the Revolving Commitments during the Revolving Commitment Period on any Business Day; provided that the Borrower shall give the Administrative Agent irrevocable written notice (which notice must be received by the Administrative Agent (i) in the case of Eurocurrency Loans, prior to 12:00 Noon, New York City time, three Business Days prior to the requested Borrowing Date or (ii) in the case of ABR Loans, prior to 12:00 Noon, New York City time, one Business Day prior to the proposed Borrowing Date), specifying (x) the amount and Type of Revolving Loans to be borrowed, (y) the requested Borrowing Date and (z) in the case of Eurocurrency Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Each borrowing by the Borrower under the Revolving Commitments shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple of $100,000 in excess thereof (or, if the then aggregate Available Revolving Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurocurrency Loans, $1,000,000 or a whole multiple of $500,000 in excess thereof; provided that the Swingline Lender may request, on behalf of the Borrower, borrowings under the Revolving Commitments that are ABR Loans in other amounts pursuant to Section 2.7(a). Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Revolving Lender thereof. Each Revolving Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the Funding Office prior to 11:00 A.M., New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account designated in writing by the Borrower to the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by such Revolving Lenders and in like funds as received by the Administrative Agent. If no election as to the Type of a Revolving Loan is specified, then the requested Loan shall be an ABR Loan. If no Interest Period is specified with respect to any requested Eurocurrency Loan, the Borrower shall be deemed to have selected an Interest Period of one month’s duration.

2.6 Swingline Commitment . (a)  Subject to the terms and conditions hereof, the Swingline Lender agrees to make a portion of the credit otherwise available to the Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (“ Swingline Loans ”) in Dollars to the Borrower; provided that (i) the aggregate principal amount of Swingline Loans outstanding at any time shall not exceed the Swingline Commitment then in effect ( provided that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lenders’ other outstanding Revolving Loans, may exceed the Swingline Commitment then in effect) and (ii) the Borrower shall not request, and the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments under the Revolving Commitments would be less than zero. During the Revolving Commitment Period, the Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only.

(b) The Borrower shall repay to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the Revolving Termination Date.

2.7 Procedure for Swingline Borrowing; Refunding of Swingline Loans . (a)  Whenever the Borrower desires that the Swingline Lender make Swingline Loans it shall give the Swingline Lender and the Administrative Agent irrevocable written notice (which notice must be received by the Swingline Lender and the Administrative Agent not later than 12:00 Noon, New York City time, on the proposed Borrowing Date) specifying (i) the amount to be borrowed and (ii) the requested Borrowing Date (which shall be a Business Day during the Revolving Commitment Period). Each borrowing under the Swingline Commitment shall be in an amount equal to $500,000 or a whole multiple of $100,000 in excess thereof. Not later than 3:00 P.M., New York City time, on the Borrowing Date specified in a notice in respect of Swingline Loans, the Swingline Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the amount of the Swingline Loan to be made by the Swingline Lender. The Administrative Agent shall make the proceeds of such Swingline Loan available to the Borrower on such Borrowing Date by depositing such proceeds in the account of the Borrower with the Administrative Agent or as otherwise directed by the Borrower on such Borrowing Date in immediately available funds.

(b) The Swingline Lender, at any time and from time to time in its sole and absolute discretion may, on behalf of the Borrower (which hereby irrevocably directs such Swingline Lender to act on its behalf), request each Revolving Lender to make, and each such Revolving Lender hereby agrees to make, a Revolving Loan, in an amount equal to such Revolving Lender’s Revolving Percentage of the aggregate amount of the Swingline Loans (the “ Refunded Swingline Loans ”) outstanding on the date of such notice, to repay such Swingline Lender. Each Revolving Lender shall make the amount of Revolving Loans available to the Administrative Agent at the Funding Office in immediately available funds on the date of such request or, if such request is made after 10:00 A.M., New York City time on any Business Day, not later than 10:00 A.M., New York City time, on the next Business Day. The proceeds of such Revolving Loans shall be immediately made available by the Administrative Agent to the Swingline Lender for application by the Swingline Lender to the repayment of the Refunded Swingline Loans.

(c) If prior to the time a Revolving Loan would have otherwise been made pursuant to Section 2.7(b), one of the events described in Section 8.1(f) shall have occurred and be continuing with respect to the Borrower or if for any other reason, as determined by the Swingline Lender in its sole discretion, Revolving Loans may not be made as contemplated by Section 2.7(b), each Revolving Lender shall, on the date such Revolving Loan was to have been made pursuant to the notice referred to in Section 2.7(b), purchase for cash an undivided participating interest in the then outstanding Swingline Loans by paying to the Swingline Lender an amount (the “ Swingline Participation Amount ”) equal to (A) such Revolving Lender’s Revolving Percentage times (B) the sum of the aggregate principal amount of Swingline Loans then outstanding that were to have been repaid with such Revolving Loans.

(d) Whenever, at any time after the Swingline Lender has received from any Revolving Lender such Lender’s Swingline Participation Amount with respect to any Swingline Loans, the Swingline Lender receives any payment on account of such Swingline Loans, the Swingline Lender will distribute to such Lender its Swingline Participation Amount with respect thereto (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Lender’s pro rata portion of such payment if such payment is not sufficient to pay the principal of and interest on all such Swingline Loans then due); provided , however , that in the event that such payment received by the Swingline Lender is required to be returned, such Lender will return to the Swingline Lender any portion thereof previously distributed to it by the Swingline Lender.

(e) Each Revolving Lender’s obligation to make the Loans referred to in Section 2.7(b) and to purchase participating interests pursuant to Section 2.7(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Revolving Lender or the Borrower may have against the Swingline Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower or any other Loan Party, (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

(f) Notwithstanding anything to the contrary contained in this Agreement, in the event there is a Defaulting Lender, then such Defaulting Lender’s Revolving Percentage with respect to all outstanding Swingline Loans will automatically be reallocated among the Revolving Lenders that are Non-Defaulting Lenders pro rata in accordance with each Non-Defaulting Lender’s Revolving Percentage (calculated without regard to the Revolving Commitment of the Defaulting Lender) but only to the extent that such reallocation does not cause the Revolving Extensions of Credit of any Non-Defaulting Lender to exceed the Revolving Commitment of such Non-Defaulting Lender. If such reallocation cannot, or can only partially, be effected, the Borrower shall, upon five Business Days’ written notice from the Swingline Lender, prepay such Defaulting Lender’s Revolving Percentage (calculated as in effect immediately prior to it becoming a Defaulting Lender) of any Swingline Loans (after giving effect to any partial reallocation pursuant to the first sentence of this Section 2.7(f)). So long as there is a Defaulting Lender, the Swingline Lender shall not be obligated to make a Swingline Loan to the extent that the sum of the Revolving Extensions of Credit of the Non-Defaulting Lenders after giving effect to such Swingline Loan would exceed the aggregate Revolving Commitments of such Non-Defaulting Lenders.

(g)  Defaulting Lender Cure . If the Borrower, the Administrative Agent and each Swingline Lender and Issuing Bank agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any cash collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held pro rata by the Lenders in accordance with the Commitments under the applicable Facility (without giving effect to Sections 2.7(f) and 3.4(d)), whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

(h)  Defaulting Lender Waterfall . Any payment of principal, interest or other amounts (other than the payment of (i) commitment fees under Section 2.9, (ii) default interest under Section 2.15(c) and (iii) Letter of Credit fees under Section 3.3, which in each case shall be applied pursuant to the provisions of those Sections) received by the Administrative Agent for the account of any Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 8 or otherwise) shall be applied by the Administrative Agent as follows: first , to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent pursuant to Section 9.7; second , to the payment on a pro rata basis of any amounts owing by such Defaulting Lender (without duplication of any prepayments of Swingline Loans by the Borrower pursuant to Section 2.7(f) or the application of any cash collateral provided by the Borrower pursuant to Section 3.4(d)) to any Issuing Lender or Swingline Lender hereunder; third , to be held as security for any L/C Shortfall (without duplication of any cash collateral provided by the Borrower pursuant to Section 3.4(d)) in a cash collateral account to be established by, and under the sole dominion and control of, the Administrative Agent; fourth , as the Borrower may request (so long as no Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement; fifth , if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released in order to satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement; sixth , to the payment of any amounts owing to the Lenders, the Issuing Lenders or Swingline Lenders as a result of any final non-appealable judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Lenders or Swingline Lenders against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh , so long as no Default exists, to the payment of any amounts owing to the Borrower as a result of any final non-appealable judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth , to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Obligations and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments under the applicable Facility without giving effect to Sections 2.7(f) and 3.4(d). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to be held as security in a cash collateral account pursuant to this Section 2.7(h) shall be deemed paid to and redirected by such Defaulting Lender and shall satisfy the Borrower’s payment obligation in respect thereof in full, and each Lender irrevocably consents hereto.

2.8 Repayment of Loans . (a)  The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of the appropriate Revolving Lender or Term Lender, as the case may be, (i) the then unpaid principal amount of each Revolving Loan of such Revolving Lender made to the Borrower outstanding on the Revolving Termination Date (or on such earlier date on which the Loans become due and payable pursuant to Section 8.1) and (ii) the principal amount of each outstanding Term Loan of such Term Lender made to the Borrower in installments according to the amortization schedule set forth in Section 2.3 (or on such earlier date on which the Loans become due and payable pursuant to Section 8.1). The Borrower hereby further agrees to pay interest on the unpaid principal amount of the Loans made to the Borrower from time to time outstanding from the date made until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.15.

(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrower to such Lender resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.

(c) The Administrative Agent, on behalf of the Borrower, shall maintain the Register pursuant to Section 10.6(b)(iv), and a subaccount therein for each Lender, in which shall be recorded (i) the amount of each Loan made hereunder and any Note evidencing such Loan, the Type of such Loan and each Interest Period applicable thereto, (ii) the amount of any principal, interest and fees, as applicable, due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Lender’s share thereof.

(d) The entries made in the Register and the accounts of each Lender maintained pursuant to Section 2.8(c) shall, to the extent permitted by applicable law, be presumptively correct absent demonstrable error of the existence and amounts of the obligations of the Borrower therein recorded; provided , however , that the failure of the Administrative Agent or any Lender to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made to the Borrower by such Lender in accordance with the terms of this Agreement.

2.9 Commitment Fees, etc. (a)  The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee for the period from and including the Amendment and Restatement Effective Date to the last day of the Revolving Commitment Period, computed at the Applicable Commitment Fee Rate on the average daily amount of the Available Revolving Commitment of such Lender during the period for which payment is made, payable quarterly in arrears on each Fee Payment Date; provided that (i) for purposes of calculating any fees owing in accordance with this Section 2.9(a), the Available Revolving Commitment for the Swingline Lender shall exclude any outstanding Swingline Loans and (ii) the Swingline Lender shall not be entitled to any commitment fee with respect to its Swingline Commitment separate from that to which it is entitled with respect to its Available Revolving Commitment; provided , further , that (i) any commitment fee accrued with respect to any of the Revolving Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time and (ii) no commitment fee shall accrue on any of the Revolving Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender.

(b) The Borrower agrees to pay to the Administrative Agent the fees in the amounts and on the dates as set forth in any fee agreements with the Administrative Agent.

2.10 Termination or Reduction of Revolving Commitments . The Borrower shall have the right, upon not less than two Business Days’ notice to the Administrative Agent, to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments; provided that no such termination or reduction of Revolving Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans made on the effective date thereof, the total Revolving Extensions of Credit would exceed the total Revolving Commitments. Any such partial reduction shall be in an amount equal to $1,000,000, or a whole multiple of $500,000 in excess thereof, and shall reduce permanently the Revolving Commitments then in effect. Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of termination under this Section 2.10 if such termination would have resulted from a replacement of all of the Revolving Commitments outstanding at such time, which replacement shall not be consummated or shall otherwise be delayed.

2.11 Optional Prepayments . (a)  The Borrower may at any time and from time to time prepay the Revolving Loans, the Swingline Loans or the Term Loans, in whole or in part, without premium or penalty except as specifically provided in Section 2.11(b), upon irrevocable written notice delivered to the Administrative Agent no later than 12:00 Noon, New York City time, (i) three Business Days prior thereto, in the case of Eurocurrency Loans that are Revolving Loans or Term Loans, (ii) one Business Day prior thereto, in the case of ABR Loans that are Revolving Loans or Term Loans and (iii) on the prepayment date, in the case of ABR Loans that are Swingline Loans, which notice shall specify (x) the date and amount of prepayment, (y) whether the prepayment is of Swingline Loans, Revolving Loans, Tranche A Term Loans, Tranche B Term Loans or New Loans and (z) whether the prepayment is of Eurocurrency Loans or ABR Loans; provided that if a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.21. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein ( provided that such notice may be conditioned on receiving the proceeds of any refinancing), together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and of Revolving Loans shall be in an aggregate principal amount of (i) $1,000,000 or a whole multiple of $100,000 in excess thereof (in the case of prepayments of ABR Loans) or (ii) $1,000,000 or a whole multiple of $500,000 in excess thereof (in the case of prepayments of Eurocurrency Loans), and in each case shall be subject to the provisions of Section 2.18. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $500,000 or a whole multiple of $100,000 in excess thereof.

(b) Any optional prepayment in full of the Tranche B Term Loans as a result of a Repricing Transaction shall be accompanied by a prepayment fee, which shall initially be 1% of the aggregate principal amount prepaid and shall decline to 0% on and after the first anniversary of the Amendment and Restatement Effective Date.

(c) [RESERVED]

(d) In connection with any optional prepayments by the Borrower of the Term Loans pursuant to this Section 2.11, such prepayments shall be applied on a pro rata basis to the then outstanding Term Loans being prepaid irrespective of whether such outstanding Term Loans are ABR Loans or Eurocurrency Loans.

2.12 Mandatory Prepayments . (a)  Unless the Required Prepayment Lenders shall otherwise agree, if any Indebtedness (excluding any Indebtedness incurred in accordance with Section 7.2) shall be incurred by the Borrower or any Restricted Subsidiary, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied not later than one Business Day after the date of receipt of such Net Cash Proceeds toward the prepayment of the Term Loans as set forth in Section 2.12(d).

(b) Unless the Required Prepayment Lenders shall otherwise agree, if on any date the Borrower or any Restricted Subsidiary shall for its own account receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered to the Administrative Agent in respect thereof, such Net Cash Proceeds shall be applied not later than five Business Days after such date toward the prepayment of the Term Loans as set forth in Section 2.12(d); provided that, notwithstanding the foregoing, (i) on each Reinvestment Prepayment Date, the Term Loans shall be prepaid as set forth in Section 2.12(d) by an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event and (ii) on the date (the “ Trigger Date ”) that is six months after any such Reinvestment Prepayment Date, the Term Loans shall be prepaid as set forth in Section 2.12(d) by an amount equal to the portion of any Committed Reinvestment Amount with respect to the relevant Reinvestment Event not actually expended by such Trigger Date.

(c) Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of the Borrower commencing with the fiscal year ending March 31, 2012, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply an amount equal to (i) the Excess Cash Flow Percentage of such Excess Cash Flow minus (ii) the aggregate amount of all prepayments of Revolving Loans and Swingline Loans during such fiscal year to the extent accompanied by permanent optional reductions of the Revolving Commitments, and all optional prepayments of Term Loans during such fiscal year, in each case other than to the extent any such prepayment is funded with the proceeds of long-term Indebtedness, toward the prepayment of Term Loans as set forth in Section 2.12(d). Each such prepayment shall be made on a date (an “ Excess Cash Flow Application Date ”) no later than ten days after the date on which the financial statements referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders.

(d) Amounts to be applied in connection with prepayments pursuant to this Section 2.12 shall be applied to the prepayment of the Term Loans in accordance with Section 2.18(b) until paid in full. In connection with any mandatory prepayments by the Borrower of the Term Loans pursuant to Section 2.12, such prepayments shall be applied on a pro rata basis to the then outstanding Term Loans being prepaid irrespective of whether such outstanding Term Loans are ABR Loans or Eurocurrency Loans; provided that if no Lender exercises the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.12(e), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurocurrency Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.21. Each prepayment of the Term Loans under this Section 2.12 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.

(e) Notwithstanding anything to the contrary in Section 2.12(d) or 2.18, with respect to the amount of any mandatory prepayment pursuant to this Section 2.12 that is allocated to Tranche B Term Loans (such amount, the “ Tranche B Prepayment Amount ”), at any time when Tranche A Term Loans remain outstanding, the Borrower will, in lieu of applying such amount to the prepayment of Tranche B Term Loans as provided in paragraph (d) above, on the date specified in this Section 2.12 for such prepayment, give the Administrative Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent prepare and provide to each Tranche B Term Lender (which, for avoidance of doubt, includes each New Term Lender) a notice (each, a “ Prepayment Option Notice ”) as described below. As promptly as practicable after receiving such notice from the Borrower, the Administrative Agent will send to each Tranche B Term Lender a Prepayment Option Notice, which shall be in the form of Exhibit I to the Closing Date Credit Agreement (or such other form approved by the Administrative Agent), and shall include an offer by the Borrower to prepay, on the date (each a “ Mandatory Prepayment Date ”) that is ten Business Days after the date of the Prepayment Option Notice, the Tranche B Term Loans of such Lender by an amount equal to the portion of the Tranche B Prepayment Amount indicated in such Lender’s Prepayment Option Notice as being applicable to such Lender’s Tranche B Term Loans. Each Tranche B Term Lender may reject all or a portion of its Tranche B Prepayment Amount by providing written notice to the Administrative Agent and the Borrower no later than 5:00 p.m. (New York time) one Business Day after such Tranche B Term Lender’s receipt of the Prepayment Option Notice (which notice shall specify the principal amount of the Tranche B Prepayment Amount to be rejected by such Lender); provided that any Tranche B Term Lender’s failure to so reject such Tranche B Prepayment Amount shall be deemed an acceptance by such Tranche B Term Lender of such Prepayment Option Notice and the amount to be prepaid in respect of Tranche B Term Loans held by such Tranche B Term Lender. On the Mandatory Prepayment Date, the Borrower shall (i) pay to the relevant Tranche B Term Lenders the aggregate amount necessary to prepay that portion of the outstanding Tranche B Term Loans in respect of which such Lenders have (or are deemed to have) accepted prepayment as described above and (ii) prepay outstanding Tranche A Term Loans in an aggregate amount equal to the amounts declined by Tranche B Term Lenders as described above; provided that, upon the making of such prepayments, any amount remaining unapplied (i.e., after the payment in full of the Tranche A Term Loans) shall be returned to the Borrower.

2.13 Conversion and Continuation Options . (a)  The Borrower may elect from time to time to convert Eurocurrency Loans made to the Borrower to ABR Loans by giving the Administrative Agent prior irrevocable written notice of such election no later than 12:00 Noon, New York City time, on the third Business Day preceding the proposed conversion date; provided that if any Eurocurrency Loan is so converted on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.21. The Borrower may elect from time to time to convert ABR Loans made to the Borrower to Eurocurrency Loans by giving the Administrative Agent prior irrevocable written notice of such election no later than 12:00 Noon, New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor); provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

(b) Any Eurocurrency Loan may be continued as such by the Borrower giving irrevocable written notice to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1 and no later than 12:00 Noon, New York City time, on the third Business Day preceding the proposed continuation date, of the length of the next Interest Period to be applicable to such Loans; provided that if any Eurocurrency Loan is so continued on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.21; provided , further , that no Eurocurrency Loan under a particular Facility may be continued as such when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such continuations; and provided , further , that (i) if the Borrower shall fail to give any required notice as described above in this paragraph such Eurocurrency Loans shall be automatically continued as Eurocurrency Loans having an Interest Period of one month’s duration on the last day of such then-expiring Interest Period and (ii) if such continuation is not permitted pursuant to the preceding proviso, such Eurocurrency Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

2.14 Minimum Amounts and Maximum Number of Eurocurrency Tranches . Notwithstanding anything to the contrary in this Agreement, all borrowings, conversions, continuations and optional prepayments of Eurocurrency Loans and all selections of Interest Periods shall be in such amounts and be made pursuant to such elections so that (a) after giving effect thereto, the aggregate principal amount of the Eurocurrency Loans comprising each Eurocurrency Tranche shall be equal to a minimum of $1,000,000 or a whole multiple of $500,000 in excess thereof and (b) no more than twelve Eurocurrency Tranches shall be outstanding at any one time.

2.15 Interest Rates and Payment Dates . (a)  (i) Each Eurocurrency Loan other than a Eurocurrency Loan that is a Tranche B Term Loan shall bear interest for each day during each Interest Period with respect thereto at a rate per annum equal to the Eurocurrency Rate determined for such day plus the Applicable Margin and (ii) each Eurocurrency Loan that is a Tranche B Term Loan shall bear interest for each day during each Interest Period with respect thereto at a rate per annum equal to (A) the greater of (x) the Eurocurrency Rate determined for such day and (y) 1.00% plus (B) the Applicable Margin.

(b) (i) Each ABR Loan other than an ABR Loan that is a Tranche B Term Loan shall bear interest at a rate per annum equal to ABR plus the Applicable Margin and (ii) each ABR Loan that is a Tranche B Term Loan shall bear interest at a rate per annum equal to (A) the greater of (x) ABR and (y) 2.00% plus (B) the Applicable Margin.

(c) (i) If all or a portion of the principal amount of any Loan or Reimbursement Obligation shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue amount shall bear interest at a rate per annum equal to (x) in the case of the Loans, the rate that would otherwise be applicable thereto pursuant to the foregoing provisions of this Section 2.15 plus 2% or (y) in the case of Reimbursement Obligations, the rate applicable to ABR Loans under the Revolving Facility plus 2%, and (ii) if all or a portion of any interest payable on any Loan or Reimbursement Obligation or any commitment fee or other amount payable hereunder shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue amount shall bear interest at a rate per annum equal to the rate then applicable to ABR Loans under the relevant Facility plus 2% (or, in the case of any such other amounts that do not relate to a particular Facility, the rate then applicable to ABR Loans under the Revolving Facility plus 2%), in each case, with respect to clauses (i) and (ii) above, from the date of such non-payment until such amount is paid in full (after as well as before judgment); provided that no amount shall be payable pursuant to this Section 2.15(c) to a Defaulting Lender so long as such Lender shall be a Defaulting Lender; provided further no amounts shall accrue pursuant to this Section 2.15(c) on any overdue Loan, Reimbursement Obligation, commitment fee or other amount payable to a Defaulting Lender so long as such Lender shall be a Defaulting Lender.

(d) Interest shall be payable by the Borrower in arrears on each Interest Payment Date; provided that interest accruing pursuant to paragraph (c) of this Section 2.15 shall be payable from time to time on demand.

2.16 Computation of Interest and Fees . (a)  Interest and fees payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed, except that, with respect to ABR Loans the rate of interest on which is calculated on the basis of the Prime Rate, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of each determination of a Eurocurrency Rate. Any change in the interest rate on a Loan resulting from a change in the ABR or the Eurocurrency Reserve Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of the effective date and the amount of each such change in interest rate.

(b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be presumptively correct in the absence of demonstrable error. The Administrative Agent shall, at the request of the Borrower, deliver to the Borrower a statement showing the quotations used by the Administrative Agent in determining any interest rate pursuant to Section 2.15(a) and Section 2.15(b).

2.17 Inability to Determine Interest Rate . If prior to the first day of any Interest Period for any Eurocurrency Loan:

(a) the Administrative Agent shall have determined (which determination shall be presumptively correct absent demonstrable error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, or

(b) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that by reason of any changes arising after the Amendment and Restatement Effective Date the Eurocurrency Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as certified by such Lenders) of making or maintaining their affected Loans during such Interest Period,

the Administrative Agent shall give telecopy notice thereof to the Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (x) any Eurocurrency Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency Loans shall be continued as ABR Loans and (z) any outstanding Eurocurrency Loans under the relevant Facility shall be converted, on the last day of the then-current Interest Period with respect thereto, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent (which action the Administrative Agent will take promptly after the conditions giving rise to such notice no longer exist), no further Eurocurrency Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert Loans under the relevant Facility to Eurocurrency Loans.

2.18 Pro Rata Treatment and Payments . (a)  Each borrowing by the Borrower from the Lenders hereunder, each payment by the Borrower on account of any commitment fee and any reduction of the Revolving Commitments shall be made pro rata according to the respective Tranche A Term Percentages, Tranche B Term Percentages or Revolving Percentages, as the case may be, of the relevant Lenders other than reductions of Revolving Commitments pursuant to Section 2.24 and payments in respect of any differences in the Applicable Commitment Fee Rate of Accepting Lenders pursuant to a Loan Modification Agreement. Each payment (other than prepayments) in respect of principal or interest in respect of the Tranche A Term Loans, Tranche B Term Loans or New Term Loans and each payment in respect of fees payable hereunder shall be applied to the amounts of such obligations owing to the Tranche A Term Lenders, Tranche B Term Lenders or New Term Lenders, as applicable, pro rata according to the respective amounts then due and owing to such Lenders, other than payments pursuant to Section 2.24.

(b) Each mandatory prepayment of the Term Loans shall be allocated between the Tranche A Term Facility, the Tranche B Term Facility and any New Facility comprising Term Loans, if any, pro rata except as affected by the opt-out provision under Section 2.12(e). Each optional prepayment and mandatory prepayment of the Tranche A Term Loans, Tranche B Term Loans or New Term Loans shall be applied to the remaining installments thereof as specified by the Borrower. Amounts repaid or prepaid on account of the Term Loans may not be reborrowed.

(c) Each payment (including prepayments) to be made by the Borrower on account of principal of and interest on the Revolving Loans shall be made pro rata according to the respective outstanding principal amounts of the Revolving Loans then held by the Revolving Lenders other than reductions of Revolving Commitments pursuant to Section 2.24 and payments in respect of any differences in the Applicable Commitment Fee Rate and Applicable Margin, as applicable, of Accepting Lenders pursuant to a Loan Modification Agreement. Each payment (including prepayments) to be made by the Borrower on account of principal of and interest on the New Revolving Loans shall be made pro rata according to the respective outstanding principal amounts of the New Revolving Loans then held by the New Lenders other than reductions of Revolving Commitments pursuant to Section 2.24 and payments in respect of any differences in the Applicable Commitment Fee Rate and Applicable Margin, as applicable, of Accepting Lenders pursuant to a Loan Modification Agreement. Each payment in respect of Reimbursement Obligations in respect of any Letter of Credit shall be made to the Issuing Lender that issued such Letter of Credit.

(d) All payments (including prepayments) to be made by the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without setoff, deduction or counterclaim and shall be made prior to 2:00 P.M., New York City time, on the due date thereof to the Administrative Agent, for the account of the relevant Lenders, at the Funding Office, in immediately available funds. Any payment received by the Administrative Agent after 2:00 P.M., New York City time may be considered received on the next Business Day in the Administrative Agent’s sole discretion. The Administrative Agent shall distribute such payments to the relevant Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the Eurocurrency Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day. If any payment on a Eurocurrency Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension.

(e) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its share of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent on demand, such amount with interest thereon, at a rate equal to the greater of (i) the Federal Funds Effective Rate and (ii) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this paragraph shall be presumptively correct in the absence of demonstrable error. If such Lender’s share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days after such Borrowing Date, the Administrative Agent shall give notice of such fact to the Borrower and the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to ABR Loans under the relevant Facility, on demand, from the Borrower. Nothing herein shall be deemed to limit the rights of the Administrative Agent or the Borrower against any Defaulting Lender.

(f) Unless the Administrative Agent shall have been notified in writing by the Borrower prior to the date of any payment due to be made by the Borrower hereunder that the Borrower will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrower is making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the relevant Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrower within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each relevant Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrower.

2.19 Requirements of Law . (a)  Except with respect to Taxes, which are addressed in Section 2.20, if the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority first made, in each case, subsequent to the Amendment and Restatement Effective Date:

(i) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender that is not otherwise included in the determination of the Eurocurrency Rate hereunder; or

(ii) shall impose on such Lender any other condition not otherwise contemplated hereunder;

and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender reasonably deems to be material, of making, converting into, continuing or maintaining Eurocurrency Loans or issuing or participating in Letters of Credit (in each case hereunder), or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the Borrower shall promptly pay such Lender, in Dollars, within thirty Business Days after the Borrower’s receipt of a reasonably detailed invoice therefor (showing with reasonable detail the calculations thereof), any additional amounts necessary to compensate such Lender for such increased cost or reduced amount receivable. If any Lender becomes entitled to claim any additional amounts pursuant to this Section 2.19, it shall promptly notify the Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled.

(b) If any Lender shall have reasonably determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or any entity controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority first made, in each case, subsequent to the Amendment and Restatement Effective Date shall have the effect of reducing the rate of return on such Lender’s or such entity’s capital as a consequence of its obligations hereunder or under or in respect of any Letter of Credit to a level below that which such Lender or such entity could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such entity’s policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time, after submission by such Lender to the Borrower (with a copy to the Administrative Agent) of a reasonably detailed written request therefor (consistent with the detail provided by such Lender to similarly situated borrowers), the Borrower shall pay to such Lender, in Dollars, such additional amount or amounts as will compensate such Lender or such entity for such reduction.

(c) A certificate prepared in good faith as to any additional amounts payable pursuant to this Section 2.19 submitted by any Lender to the Borrower (with a copy to the Administrative Agent) shall be presumptively correct in the absence of demonstrable error. Notwithstanding anything to the contrary in this Section 2.19, the Borrower shall not be required to compensate a Lender pursuant to this Section 2.19 for any amounts incurred more than 180 days prior to the date that such Lender notifies the Borrower of such Lender’s intention to claim compensation therefor; provided that if the circumstances giving rise to such claim have a retroactive effect, then such 180-day period shall be extended to include the period of such retroactive effect. The obligations of the Borrower pursuant to this Section 2.19 shall survive the termination of this Agreement and the payment of the Obligations. Notwithstanding the foregoing, the Borrower shall not be obligated to make payment to any of the Administrative Agent or a Lender with respect to penalties, interest and expenses if written demand therefore was not made by the Administrative Agent or such Lender within 180 days from the date on which such party makes payment for such penalties, interest and expenses.

(d) Notwithstanding anything in this Section 2.19 to the contrary, solely for purposes of this Section 2.19, the Dodd Frank Wall Street Reform and Consumer Protection Act, and all requests, rules, regulations, guidelines and directives promulgated thereunder or issued in connection therewith, shall be deemed to have been enacted, adopted or issued, as applicable, subsequent to the Amendment and Restatement Effective Date.

2.20 Taxes . (a)  Except as otherwise provided in this Agreement or as required by law, all payments made by the Borrower or any Loan Party under this Agreement and the other Loan Documents to the Administrative Agent or any Lender under this Agreement shall be made free and clear of, and without deduction or withholding for or on account of, any Taxes, excluding (i) net income Taxes, net profits Taxes and franchise Taxes (and net worth Taxes and capital Taxes imposed in lieu of net income Taxes) imposed on the Administrative Agent or any Lender (A) by the jurisdiction (or any political subdivision thereof) under the laws of which the Administrative Agent or any Lender (or, in the case of a pass-through entity, any of its beneficial owners) is organized or in which its applicable lending office is located or (B) as a result of a present or former connection between the Administrative Agent or such Lender or beneficial owner and the jurisdiction of the Governmental Authority imposing such Tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from the Administrative Agent or such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or any other Loan Document), and (ii) any branch profits or backup withholding Taxes imposed by the United States or any similar Tax imposed by any other jurisdiction in which the applicable Borrower or any Loan Party under this Agreement and the other Loan Documents is located or is deemed to be doing business. If any such non-excluded Taxes (“ Non-Excluded Taxes ”) or Other Taxes are required to be withheld from any amounts payable by the Borrower or any Loan Party under this Agreement and the other Loan Documents to the Administrative Agent or any Lender hereunder, the amounts so payable to the Administrative Agent or such Lender shall be increased to the extent necessary to yield to the Administrative Agent or such Lender (after deduction or withholding of all Non-Excluded Taxes and Other Taxes including Non-Excluded Taxes attributable to amounts payable under this Section 2.20(a)) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement; provided , however , that the Borrower or any Loan Party under this Agreement and the other Loan Documents shall not be required to increase any such amounts payable to or in respect of any Lender with respect to any Non-Excluded Taxes (i) that are attributable to such Lender’s (or, in the case of a pass-through entity, any of its beneficial owners’) failure to comply with the requirements of paragraph (d) or (e), as applicable, of this Section 2.20 or (ii) that are withholding Taxes imposed on amounts payable under this Agreement or the other Loan Documents (including any withholding Taxes arising under Sections 1471 through 1474 of the Code (or any amended or successor provisions that are substantially comparable), any regulations promulgated thereunder or official interpretations thereof ), unless such Taxes are imposed as a result of a Change in Law occurring after such Lender becomes a party hereto or after the Amendment and Restatement Effective Date, whichever is later, or as a result of any change in facts, occurring after such Lender becomes a party hereto or after the Amendment and Restatement Effective Date, whichever is later, that is not attributable to the Lender, except (in the case of an assignment) to the extent that such Lender’s assignor (if any) was entitled, at the time of such assignment, to receive additional amounts from the Borrower or any Loan Party under this Agreement and the other Loan Documents with respect to such Taxes pursuant to this paragraph.

(b) In addition, the Borrower or any Loan Party under this Agreement and the other Loan Documents shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(c) Whenever any Non-Excluded Taxes or Other Taxes are payable by the Borrower and any Loan Party under this Agreement and the other Loan Documents, as promptly as possible thereafter the Borrower shall send to the Administrative Agent for the account of the Administrative Agent or Lender, as the case may be, a certified copy of an original official receipt received by the Borrower showing payment thereof if such receipt is obtainable, or, if not, such other evidence of payment as may reasonably be required by the Administrative Agent or such Lender. If the Borrower or any Loan Party under this Agreement and the other Loan Documents fails to pay any Non-Excluded Taxes or Other Taxes that the Borrower or any Loan Party under this Agreement and the other Loan Documents is required to pay pursuant to this Section 2.20 (or in respect of which the Borrower or any Loan Party under this Agreement and the other Loan Documents would be required to pay increased amounts pursuant to Section 2.20(a) if such Non-Excluded Taxes or Other Taxes were withheld) when due to the appropriate taxing authority or fails to remit to the Administrative Agent the required receipts or other required documentary evidence, the Borrower or any Loan Party under this Agreement and the other Loan Documents shall indemnify the Administrative Agent and the Lenders for any payments by them of such Non-Excluded Taxes or Other Taxes and for any incremental taxes, interest or penalties that become payable by the Administrative Agent or any Lender as a result of any such failure within thirty days after the Lender or the Administrative Agent delivers to the Borrower (with a copy to the Administrative Agent) either (a) a copy of the receipt issued by a Governmental Authority evidencing payment of such Taxes or (b) certificates as to the amount of such payment or liability prepared in good faith.

(d) Each Lender (and, in the case of a pass-through entity, each of its beneficial owners) that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) (a “ Non-US Lender ”) shall deliver to the Borrower and the Administrative Agent (or, in the case of a Participant, to the Borrower and to the Lender from which the related participation shall have been purchased) (i) two accurate and complete copies of IRS Form W-8ECI or W-8BEN, or, (ii) in the case of a Non-US Lender claiming exemption from United States federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, a statement substantially in the form of Exhibit F to the Closing Date Credit Agreement and two accurate and complete copies of IRS Form W-8BEN, or any subsequent versions or successors to such forms, in each case properly completed and duly executed by such Non-US Lender claiming complete exemption from, or a reduced rate of, United States federal withholding tax on all payments by the Borrower or any Loan Party under this Agreement and the other Loan Documents. Such forms shall be delivered by each Non-US Lender on or before the date it becomes a party to this Agreement (or, in the case of any Participant, on or before the date such Participant purchases the related participation). In addition, each Non-US Lender shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered by such Non-US Lender. Each Non-US Lender shall (i) promptly notify the Borrower at any time it determines that it is no longer in a position to provide any previously delivered certificate to the Borrower (or any other form of certification adopted by the United States taxing authorities for such purpose) and (ii) take such steps as shall not be disadvantageous to it, in its reasonable judgment, and as may be reasonably necessary (including the re-designation of its lending office pursuant to Section 2.23) to avoid any requirement of applicable laws of any such jurisdiction that the Borrower or any Loan Party make any deduction or withholding for taxes