2015 Q1 Exhibit 10.9




Exhibit 10.9


EXECUTION VERSION AMENDMENT NO. 1, dated as of March 31, 2015 (this “Amendment”), to the Credit
Agreement, dated as of February 6, 2015 (as amended, supplemented or otherwise modified from
time to time, the “Credit Agreement”), among THE ADVISORY BOARD COMPANY, a Delaware corporation (the “Borrower”), JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative Agent”), each Lender from time to time party thereto and the other agents and arrangers party thereto.  Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement.


WHEREAS, Section 9.02 of the Credit Agreement provides that the Credit Agreement may be amended or waived to effect certain changes thereto with the written consent of the Administrative Agent and the Required Lenders;


WHEREAS, the Borrower desires to amend, and the Borrower has requested that the Required Lenders and the Administrative Agent agree to amend, the Credit Agreement on the terms set forth herein;


WHEREAS, the Lenders signatory hereto, constituting the Required Lenders, and the Administrative Agent are willing to agree to the amendments of the Credit Agreement described herein subject to the terms and conditions contained herein;


NOW, THEREFORE, in consideration of the premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:


Section 1.        Amendments.  Subject to the satisfaction of the conditions set forth in Section 2 hereof, upon the Effective Date (as defined below), the Required Lenders consent to the following amendment to the Credit Agreement:


(a)       The definition of “Banking Services” in Section 1.01 of the Credit Agreement is hereby amended by inserting the phrase “any Person that, at the time such services are initially provided, is” immediately following the phrase “provided to the Borrower or any Subsidiary by”.


(b)       The definition of “Swap Obligation” in Section 1.01 of the Credit
Agreement is hereby amended and restated in its entirety as follows:


“Swap Obligation” means, with respect to the Borrower or any Subsidiary Guarantor, any obligation to pay or perform under any transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act with any Person that, at the time such transaction is entered into, is the Administrative Agent, a Lender or an Affiliate of the Administrative Agent or any Lender.


Section 2.        Conditions to Effectiveness.  This Amendment shall become effective as of the first date (the “Effective Date”) on which the following conditions have been satisfied:







(a)       the Administrative Agent (or its counsel) shall have received from the Required Lenders and the Borrower either (i) a counterpart of this Amendment signed on behalf of such Person or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or .pdf transmission of a signed signature page of this Amendment) that such Person has signed a counterpart of this Amendment.


Section 3.        Counterparts.  This Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which when taken together shall constitute a single instrument. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart hereof.


Section 4.        Loan Document.  This Amendment shall constitute a Loan Document for all purposes under the Credit Agreement.


Section 5.        Applicable Law.  THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


Section 6.        Headings.  The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.


Section 7.        Effect of Amendment.  Except as expressly set forth herein, this Amendment (i) 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 Issuing Banks, in each case under the Credit Agreement or any other Loan Document, and (ii) shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of either such agreement or any other Loan Document.  Each and every term, condition, obligation, covenant and agreement contained in the Credit Agreement or any other Loan Document (for avoidance of doubt, in each case, as altered, modified or amended as expressly set forth herein) is hereby ratified and reaffirmed in all respects and shall continue in full force and effect.






[SIGNATURE PAGES FOLLOW]






























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IN WITNESS   WHEREOF,   the parties  hereto  have  caused  this  Amendment   to be duly  executed  by their  respective   authorized   officers  as of the day  and year  first above  written.


	
			
	 
	THE ADVISORY BOARD COMPANY, as Borrower

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Michael T. Kirshbaum

	 
	 
	Name: Michael T. Kirshbaum

	 
	 
	Title: Chief Financial Officer










































































[Amendment No. 1 Signature Page]







	
			
	 
	JPMORGAN   CHASE  BANK,  N.A., 
as Administrative   Agent

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ James A. Knight

	 
	 
	Name: James A. Knight

	 
	 
	Title: Vice President






















































































































[Amendment No. 1 Signature Page]







	
			
	 
	Morgan Stanley Bank, N.A.,
as a Lender 

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Allen Chang

	 
	 
	Name: Allen Chang

	 
	 
	Title: Authorized Signatory




































































































[Amendment No. 1 Signature Page]











	
			
	 
	Morgan Stanley Senior Funding, Inc., 
as a Lender 

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Allen Chang

	 
	 
	Name: Allen Chang

	 
	 
	Title: Vice President




























































































[Amendment No. 1 Signature Page]







	
			
	 
	BARCLAY'S BANK PLC., 
as a Lender 

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Christopher R. Lee

	 
	 
	Name: Christopher R. Lee

	 
	 
	Title: Assistant Vice President


































































































[Amendment No. 1 Signature Page]









	
			
	 
	SunTrust Bank., 

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ John Cappellari

	 
	 
	Name: John Cappellari

	 
	 
	Title: Director


































































































[Amendment No. 1 Signature Page]









	
			
	 
	Wells Fargo Bank, N.A., 
as a Lender 

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Frank S. Kaulback III 

	 
	 
	Name: Frank S. Kaulback III

	 
	 
	Title: Senior Vice President


































































































[Amendment No. 1 Signature Page]











	
			
	 
	MUFG Union Bank, N.A., 
as a Lender

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Christine Davis

	 
	 
	Name: Christine Davis

	 
	 
	Title: Director






















































































[Amendment No. 1 Signature Page]









	
			
	 
	Regions Bank, 
as a Lender

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Bruce Rudolph

	 
	 
	Name: Bruce Rudolph

	 
	 
	Title: Vice President




















































































[Amendment No. 1 Signature Page]











	
			
	 
	Citizens Bank, N.A. (f/k/a RBS Citizens, N.A), 
as a Lender 

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Andrew J Meara

	 
	 
	Name: Andrew J Meara

	 
	 
	Title: Senior Vice President
































































































[Amendment No. 1 Signature Page]











	
			
	 
	HSBC Bank USA, N.A. 
as a Lender 

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ John Treadwell

	 
	 
	Name: John Treadwell

	 
	 
	Title: Vice President
































































































[Amendment No. 1 Signature Page]









	
			
	 
	GE CAPITAL BANK, 
as a Lender 

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Paul Sleet

	 
	 
	Name: Paul Sleet

	 
	 
	Title: Duly Authorized Signatory

	 
	 
	 

	 
	 
	 

	For any institution requiring
a second signatory: 
	By:
	 

	 
	 
	Name: 

	 
	 
	Title: 
























































































[Amendment No. 1 Signature Page]









	
			
	 
	GENERAL ELECTRIC CAPITAL 
CORPORATION, 
as a Lender 

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ R. Hanes Whiteley

	 
	 
	Name: R. Hanes Whiteley

	 
	 
	Title: Duly Authorized Signatory

	 
	 
	 

	 
	 
	 

	For any institution requiring
a second signatory: 
	By:
	 

	 
	 
	Name: 

	 
	 
	Title: 




















































































[Amendment No. 1 Signature Page]









	
			
	 
	CAPITAL ONE, N.A., 
as a Lender 

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Katherine A. Marcotte

	 
	 
	Name: Katherine A. Marcotte

	 
	 
	Title: Senior Vice President

	 
	 
	 

	 
	 
	 

	For any institution requiring
a second signatory: 
	By:
	 

	 
	 
	Name: 

	 
	 
	Title: 






















































































[Amendment No. 1 Signature Page]









	
			
	 
	TD Bank, N.A., 
as a Lender 

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Mark Worthy

	 
	 
	Name: Mark Worthy

	 
	 
	Title: Vice President

	 
	 
	 

	 
	 
	 

	For any institution requiring
a second signatory: 
	By:
	 

	 
	 
	Name: 

	 
	 
	Title: 






















































































[Amendment No. 1 Signature Page]