EX-10.2






$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 Arrangers”: 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 from amounts payable to such Lender. Notwithstanding any other provision of
this paragraph, a Non-US Lender shall not be required to deliver any form pursuant to this
paragraph that such Non-US Lender is not legally able to deliver.



(e) Each Lender (and, in the case of a Lender that is a non-United States pass-through entity,
each of its beneficial owners) that is a United States person (as such term is defined in Section
7701(a)(30) of the Code) (a “US Lender”) shall deliver to the Borrower and the
Administrative Agent two accurate and complete copies of IRS Form W-9, or any subsequent versions
or successors to such form and certify that such lender is not subject to backup withholding. Such
forms shall be delivered by each US Lender on or before the date it becomes a party to this
Agreement. In addition, each US Lender shall deliver such forms promptly upon the obsolescence or
invalidity of any form previously delivered by such US Lender. Each US Lender shall promptly
notify the Borrower at any time it determines that it is no longer in a position to provide any
previously delivered certifications to the Borrower (or any other form of certification adopted by
the United States taxing authorities for such purpose).



(f) If the Administrative Agent or any Lender determines, in good faith, that it has received
a refund of any Non-Excluded Taxes or Other Taxes as to which it has been indemnified by the
Borrower or any Loan Party or with respect to which the Borrower or any Loan Party has paid
additional amounts pursuant to this Section 2.20, it shall promptly pay over such refund to the
Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the
Borrower or any Loan Party under this Section 2.20 with respect to the Non-Excluded Taxes or Other
Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or
such Lender and without interest (other than any interest paid by the relevant Governmental
Authority with respect to such refund); provided that the Borrower, upon the request of the
Administrative Agent or such Lender, agrees to repay the amount paid over to the Borrower (plus any
penalties, interest or other charges imposed by the relevant Governmental Authority) to the
Administrative Agent or such Lender in the event the Administrative Agent or such Lender is
required to repay such refund to such Governmental Authority; provided, further,
that the Borrower shall not be required to repay to the Administrative Agent or the Lender an
amount in excess of the amount paid over by such party to the Borrower pursuant to this Section
2.20. This paragraph shall not be construed to require the Administrative Agent or any Lender to
make available its tax returns (or any other information relating to its taxes which it deems
confidential) to the Borrower or any other Person. In no event will the Administrative Agent or
any Lender be required to pay any amount to the Borrower the payment of which would place the
Administrative Agent or such Lender in a less favorable net after-tax position than the
Administrative Agent or such Lender would have been in if the additional amounts giving rise to
such refund of any Non-Excluded Taxes or Other Taxes had never been paid. The agreements in this
Section 2.20 shall survive the termination of this Agreement and the payment of the Obligations.



2.21 Indemnity. Other than with respect to Taxes, which shall be governed solely by
Section 2.20, the Borrower agrees to indemnify each Lender for, and to hold each Lender harmless
from, any loss or expense (other than lost profits, including the loss of Applicable Margin) that
such Lender may actually sustain or incur as a consequence of (a) any failure by the Borrower in
making a borrowing of, conversion into or continuation of Eurocurrency Loans after the Borrower has
given notice requesting the same in accordance with the provisions of this Agreement, (b) any
failure by the Borrower in making any prepayment of or conversion from Eurocurrency Loans after the
Borrower has given a notice thereof in accordance with the provisions of this Agreement or (c) the
making of a prepayment, conversion or continuation of Eurocurrency Loans on a day that is not the
last day of an Interest Period with respect thereto. A reasonably detailed certificate as to
(showing in reasonable detail the calculation of) any amounts payable pursuant to this Section 2.21
submitted to the Borrower by any Lender shall be presumptively correct in the absence of
demonstrable error. This covenant shall survive the termination of this Agreement and the payment
of the Obligations.



2.22 Illegality. Notwithstanding any other provision herein, if the adoption of or
any change in any Requirement of Law or in the interpretation or application thereof, in each case,
first made after the Amendment and Restatement Effective Date, shall make it unlawful for any
Lender to make or maintain Eurocurrency Loans as contemplated by this Agreement, such Lender shall
promptly give notice thereof (a “Rate Determination Notice”) to the Administrative Agent
and the Borrower, and (a) the commitment of such Lender hereunder to make Eurocurrency Loans,
continue Eurocurrency Loans as such and convert ABR Loans to Eurocurrency Loans shall be suspended
during the period of such illegality and (b) such Lender’s Loans then outstanding as Eurocurrency
Loans, if any, shall be converted automatically to ABR Loans on the respective last days of the
then current Interest Periods with respect to such Loans or within such earlier period as required
by law. If any such conversion of a Eurocurrency Loan occurs on a day which is not the last day of
the then current Interest Period with respect thereto, the Borrower shall pay to such Lender such
amounts, if any, as may be required pursuant to Section 2.21.



2.23 Change of Lending Office. Each Lender agrees that, upon the occurrence of any
event giving rise to the operation of Section 2.19, 2.20(a) or 2.22 with respect to such Lender, it
will, if requested by the Borrower, use reasonable efforts (subject to overall policy
considerations of such Lender) to designate another lending office for any Loans affected by such
event with the object of avoiding the consequences of such event; provided that such
designation is made on terms that, in the good faith judgment of such Lender, cause such Lender and
its lending office(s) to suffer no material economic, legal or regulatory disadvantage;
provided, further, that nothing in this Section 2.23 shall affect or postpone any
of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.19, 2.20(a) or
2.22.



2.24 Replacement of Lenders. The Borrower shall be permitted to (a) replace with a
financial entity or financial entities, or (b) prepay or terminate, without premium or penalty (but
subject to Section 2.21), the Loans or Commitments, as applicable, of any Lender that (i) requests
reimbursement for amounts owing or otherwise results in increased costs imposed on the Borrower or
on account of which the Borrower is required to pay additional amounts to any Governmental
Authority pursuant to Section 2.19, 2.20 or 2.21 (to the extent a request made by a Lender pursuant
to the operation of Section 2.21 is materially greater than requests made by other Lenders) or
gives a notice of illegality pursuant to Section 2.22, (ii) is a Defaulting Lender, or (iii) has
refused to consent to any waiver or amendment with respect to any Loan Document that requires such
Lender’s consent and has been consented to by the Required Lenders; provided that, in the
case of a replacement pursuant to clause (a) above, (A) such replacement does not conflict with any
Requirement of Law, (B) the replacement financial entity or financial entities shall purchase, at
par, all Loans and other amounts owing to such replaced Lender on or prior to the date of
replacement, (C) the Borrower shall be liable to such replaced Lender under Section 2.21 (as though
Section 2.21 were applicable) if any Eurocurrency Loan owing to such replaced Lender shall be
purchased other than on the last day of the Interest Period relating thereto, (D) the replacement
financial entity or financial entities, (x) if not already a Lender, shall be reasonably
satisfactory to the Administrative Agent to the extent that an assignment to such replacement
financial institution of the rights and obligations being acquired by it would otherwise require
the consent of the Administrative Agent pursuant to Section 10.6(b)(i)(B) and (y) shall pay (unless
otherwise paid by the Borrower) any processing and recordation fee required under Section
10.6(b)(ii)(B), (E) the Administrative Agent and any replacement financial entity or entities shall
execute and deliver, and such replaced Lender shall thereupon be deemed to have executed and
delivered, an appropriately completed Assignment and Assumption to effect such substitution,
(F) the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.19 or
2.20, as the case may be, in respect of any period prior to the date on which such replacement
shall be consummated, (G) if applicable, the replacement financial entity or financial entities
shall consent to such amendment or waiver, (H) any such replacement shall not be deemed to be a
waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have
against the replaced Lender and (I) if such replacement is in connection with a Repricing
Transaction prior to the first anniversary of the Amendment and Restatement Effective Date, the
Borrower or the replacement Lender shall pay the replaced Lender a fee equal to 1% of the aggregate
principal amount of its Tranche B Term Loans required to be assigned pursuant to this Section 2.24.
Prepayments pursuant to clause (b) above (i) shall be accompanied by accrued and unpaid interest
on the principal amount so prepaid up to the date of such prepayment and (ii) shall not be subject
to the provisions of Section 2.18. The termination of the Revolving Commitments of any Lender
pursuant to clause (b) above shall not be subject to the provisions of Section 2.18.



2.25 Incremental Loans. (a) The Borrower may by written notice to the Administrative
Agent elect to request the establishment of one or more new term loans or revolving commitments
(but no more than two tranches at any time outstanding in the case of revolving commitments) (the
“New Loan Commitments”) hereunder, in an aggregate amount for all such New Loan Commitments
not in excess of (i) $150,000,000 plus (ii) an additional $150,000,000 if the pro forma
Consolidated Net Total Leverage Ratio is less than 2.75:1.00 as of the end of the most recently
ended Test Period for which financial statements have been delivered pursuant to Section 6.1. Each
such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower
proposes that the New Loan Commitments shall be effective, which shall be a date not less than 10
Business Days after the date on which such notice is delivered to the Administrative Agent;
provided that any Lender offered or approached to provide all or a portion of any New Loan
Commitments may elect or decline, in its sole discretion, to provide such New Loan Commitments.



(b) Such New Loan Commitments shall become effective as of such Increased Amount Date;
provided that (i) no Default or Event of Default shall exist on such Increased Amount Date
before or after giving effect to such New Loan Commitments and to the making of any Tranche of New
Loans pursuant thereto and after giving effect to any transaction consummated in connection
therewith; (ii) 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; (iii) the proceeds of any New
Loans shall be used for general corporate purposes of the Borrower and its Subsidiaries (including
Permitted Acquisitions and Investments permitted under Section 7.7); (iv) the New Loans shall share
ratably in the Collateral and shall benefit ratably from the guarantees under the Guarantee and
Collateral Agreement; (v) the New Loans that are term loans (“New Term Loans”) shall share
ratably in any mandatory prepayments of the existing Term Loans; (vi) in the case of any New Term
Loans, the maturity date thereof shall not be earlier than the Tranche B Term Maturity Date and the
weighted average life to maturity shall be equal to or greater than the weighted average life to
maturity of the Tranche B Term Loans; provided that up to $150.0 million of the New Term
Loans may mature earlier than and have an average life to maturity shorter than that of the Tranche
B Term Loans so long as such New Term Loans mature no earlier than, and will have a weighted
average life to maturity no shorter than, that of the Tranche A Term Loans; (vii) in the case of
any New Loans that are revolving loans or commitments (“New Revolving Loans”) the maturity
date or commitment termination date thereof shall not be earlier than the Revolving Termination
Date and such New Revolving Loans shall not require any scheduled commitment reductions prior to
the Revolving Termination Date; (viii) the New Revolving Loans shall share ratably in any mandatory
prepayments or utilizations of the existing Revolving Loans; (ix) subject to Section 2.24,
commitment reductions shall apply ratably to the Revolving Commitments and any commitments in
respect of New Revolving Loans; provided that the Borrower may reduce 100% of the
commitments of any revolving facility on a non-pro rata basis with the commitments under any other
revolving facility hereunder, (x) all terms and documentation with respect to any New Loans which
differ from those with respect to the Loans under the applicable Facility shall be reasonably
satisfactory to the Administrative Agent (except to the extent permitted by clauses (vi) and (vii)
above and the last sentence of this paragraph); (xi) such New Loans or New Loan Commitments shall
be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower, the
Administrative Agent and one or more New Lenders; (xii) the Borrower shall deliver or cause to be
delivered any customary legal opinions or other documents reasonably requested by Administrative
Agent in connection with any such transaction, including any supplements or amendments to the
Security Documents providing for such New Loans to be secured thereby; and (xiii) if the initial
“spread” (for purposes of this Section 2.25, the “spread” with respect to any Loan shall be
calculated as the sum of the Eurodollar Loan margin on the relevant Loan plus any original issue
discount or upfront fees in lieu of original issue discount (other than any arranging fees,
underwriting fees and commitment fees) (based on an assumed four-year average life for the
applicable Facilities (e.g., 100 basis points in original issue discount or upfront fees equals 25
basis points of interest rate margin))) relating to the New Term Loans exceeds the spread then in
effect with respect to the Tranche B Term Loans by more than 0.50%, the Applicable Margin relating
to the existing Tranche B Term Loans shall be adjusted so that the spread relating to such New Term
Loans does not exceed the spread applicable to the existing Tranche B Term Loans by more than
0.50%; provided that if the New Term Loans include an interest rate floor greater than the
interest rate floor applicable to the Tranche B Term Loans, such increased amount shall be equated
to the applicable interest rate margin for purposes of determining whether an increase to the
Applicable Margin for the Tranche B Term Loans shall be required, to the extent an increase in the
interest rate floor for the Tranche B Term Loans would cause an increase in the interest rate then
in effect thereunder, and in such case the interest rate floor (but not the Applicable Margin)
applicable to the Tranche B Term Loans shall be increased by such amount. Any New Loans made on an
Increased Amount Date that have terms and provisions that differ from those of the Term Loans or
Revolving Loans, as applicable, outstanding on the date on which such New Loans are made shall be
designated as a separate tranche (a “Tranche”) of Term Loans or Revolving Loans, as
applicable, for all purposes of this Agreement, except as the relevant Joinder Agreement otherwise
provides. For the avoidance of doubt, the rate of interest and the amortization schedule (if
applicable) of any New Loan Commitments shall be determined by the Borrower and the applicable New
Lenders and shall be set forth in the applicable Joinder Agreement. Any New Revolving Loans and
Replacement Revolving Commitments that have the same terms shall constitute a single Tranche
hereunder, and for the avoidance of doubt the Borrower may refinance Refinanced Revolving
Commitments with Replacement Revolving Commitments concurrently with the establishment of New
Revolving Loans hereunder.



(c) On any Increased Amount Date on which any New Loan Commitment become effective, subject to
the foregoing terms and conditions, each lender with a New Loan Commitment (each, a “New
Lender”) shall become a Lender hereunder with respect to such New Loan Commitment.



(d) The terms and provisions of the New Loan Commitments of any Tranche shall be, except as
otherwise set forth in the relevant Joinder Agreement, identical to those of the applicable Loans
and for purposes of this Agreement, any New Loans or New Loan Commitments shall be deemed to be
Term Loans, Revolving Loans or Revolving Commitments, as applicable. Each Joinder Agreement may,
without the consent of any other Lenders, effect such amendments to this Agreement and the other
Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to
effect the provisions of this Section 2.25.



(e) For the avoidance of doubt, the Additional Revolving Commitments shall not constitute New
Loan Commitments and any Revolving Loans made in respect of the Additional Revolving Commitments
shall not constitute New Loans or New Revolving Loans.



SECTION 3. LETTERS OF CREDIT




3.1 L/C Commitment. (a)  Subject to the terms and conditions hereof, each Issuing
Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a),
agrees to issue letters of credit (“Letters of Credit”) under the Revolving Commitment for
the account of the Borrower or any Guarantor on any Business Day during the Revolving Commitment
Period in such form as may be approved from time to time by such Issuing Lender; provided
that no Issuing Lender shall have any obligation to issue any Letter of Credit if, after giving
effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the
aggregate amount of the Available Revolving Commitments would be less than zero. Each Letter of
Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the
first anniversary of its date of issuance and (y) the date that is three Business Days prior to the
Revolving Termination Date (unless cash collateralized or backstopped, in each case in a manner
agreed to by the Borrower and the Issuing Lender); provided that any Letter of Credit with
a one-year term may provide for the renewal thereof for additional one-year periods (which shall in
no event extend beyond the date referred to in clause (y) above).



(b) No Issuing Lender shall at any time be obligated to issue any Letter of Credit if such
issuance would conflict with, or cause such Issuing Lender to exceed any limits imposed by, any
applicable Requirement of Law.



3.2 Procedure for Issuance of Letter of Credit. The Borrower may from time to time
request that the relevant Issuing Lender issue a Letter of Credit (or amend, renew or extend an
outstanding Letter of Credit) by delivering to such Issuing Lender at its address for notices
specified to the Borrower by such Issuing Lender an Application therefor, with a copy to the
Administrative Agent, completed to the reasonable satisfaction of such Issuing Lender, and such
other certificates, documents and other papers and information as such Issuing Lender may
reasonably request. Upon receipt of any Application, the relevant Issuing Lender will process such
Application and the certificates, documents and other papers and information delivered to it in
connection therewith in accordance with its customary procedures and shall promptly issue (or
amend, renew or extend, as the case may be) the Letter of Credit requested thereby (but in no event
without the consent of the applicable Issuing Lender shall any Issuing Lender be required to issue
(or amend, renew or extend, as the case may be) any Letter of Credit earlier than three Business
Days after its receipt of the Application therefor and all such other certificates, documents and
other papers and information relating thereto) by issuing the original of such Letter of Credit (or
such amendment, renewal or extension, as the case may be) to the beneficiary thereof or as
otherwise may be agreed to by such Issuing Lender and the Borrower. Such Issuing Lender shall
furnish a copy of such Letter of Credit to the Borrower promptly following the issuance (or such
amendment, renewal or extension, as the case may be) thereof. Each Issuing Lender shall promptly
furnish to the Administrative Agent, which shall in turn promptly furnish to the relevant Revolving
Lenders, notice of the issuance (or such amendment, renewal or extension, as the case may be) of
each Letter of Credit issued by it (including the amount thereof).



3.3 Fees and Other Charges. (a)  The Borrower will pay a fee on each outstanding
Letter of Credit requested by it, at a per annum rate equal to the Applicable Margin then in effect
with respect to Eurocurrency Loans under the Revolving Facility (minus the fronting fee referred to
below), on the face amount of such Letter of Credit, which fee shall be shared ratably among the
Revolving Lenders and payable quarterly in arrears on each Fee Payment Date after the issuance
date; provided that, with respect to any Defaulting Lender, such Lender’s ratable share of
any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding
Letters of Credit 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 Lender’s ratable share of any letter of credit fee
shall otherwise have been due and payable by the Borrower prior to such time; provided
further that any Defaulting Lender’s ratable share of any letter of credit fee accrued on
the aggregate amount available to be drawn on any outstanding Letters of Credit shall accrue for
the account of each Non-Defaulting Lender with respect to such Defaulting Lender’s participation in
Letters of Credit which has been reallocated to such Non-Defaulting Lender pursuant to Section
3.4(d) and with respect to any L/C Shortfall either (i) if the Borrower has paid to the
Administrative Agent, an amount of cash and/or Cash Equivalents and/or Permitted Liquid Investments
equal to the amount of the L/C Shortfall to be held as security for all obligations of the Borrower
to the Issuing Lenders hereunder in a cash collateral account to be established by, and under the
sole dominion and control of, the Administrative Agent, for the account of the Borrower or (ii)
otherwise, for the account of the Issuing Lenders, in each case so long as such Lender shall be a
Defaulting Lender. In addition, the Borrower shall pay to each Issuing Lender for its own account
a fronting fee on the aggregate face amount of all outstanding Letters of Credit issued by it to
the Borrower separately agreed to by the Borrower and such Issuing Lender (but in any event not to
exceed 0.25% per annum), payable quarterly in arrears on each Fee Payment Date after the issuance
date.



(b) In addition to the foregoing fees, the Borrower shall pay or reimburse each Issuing Lender
for costs and expenses agreed by the Borrower and such Issuing Lender in issuing, negotiating,
effecting payment under, amending or otherwise administering any Letter of Credit requested by the
Borrower.



3.4 L/C Participations. (a)  Each Issuing Lender irrevocably agrees to grant and
hereby grants to each L/C Participant, and, to induce such Issuing Lender to issue Letters of
Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and
purchases from such Issuing Lender, on the terms and conditions set forth below, for such L/C
Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving
Percentage in such Issuing Lender’s obligations and rights under and in respect of each Letter of
Credit issued by it and the amount of each draft paid by such Issuing Lender thereunder. Each L/C
Participant agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit
issued by it for which such Issuing Lender is not reimbursed in full by the Borrower in accordance
with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent for
the account of such Issuing Lender upon demand an amount equal to such L/C Participant’s Revolving
Percentage of the amount of such draft, or any part thereof, that is not so reimbursed (“L/C
Disbursements”); provided that, nothing in this paragraph shall relieve the Issuing
Lender of any liability resulting from the gross negligence or willful misconduct of the Issuing
Lender. Each L/C Participant’s obligation to pay such amount 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 L/C Participant may have against any Issuing 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 financial condition of the Borrower, (iv) any breach of this
Agreement or any other Loan Document by the Borrower, any other Loan Party or any other L/C
Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to
any of the foregoing.



(b) If any amount required to be paid by any L/C Participant to the Administrative Agent for
the account of any Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion
of any payment made by such Issuing Lender under any Letter of Credit is paid to the Administrative
Agent for the account of such Issuing Lender within three Business Days after the date such payment
is due, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing
Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily
average Federal Funds Effective Rate during the period from and including the date such payment is
required to the date on which such payment is immediately available to such Issuing Lender,
times (iii) a fraction the numerator of which is the number of days that elapse during such
period and the denominator of which is 360. If any such amount required to be paid by any L/C
Participant pursuant to Section 3.4(a) is not made available to the Administrative Agent for the
account of the relevant Issuing Lender by such L/C Participant within three Business Days after the
date such payment is due, such Issuing Lender shall be entitled to recover from such L/C
Participant, on demand, such amount with interest thereon calculated from such due date at the rate
per annum applicable to ABR Loans under the Revolving Facility. A certificate of the relevant
Issuing Lender submitted to any relevant L/C Participant with respect to any amounts owing under
this Section 3.4 shall be presumptively correct in the absence of demonstrable error.



(c) Whenever, at any time after any Issuing Lender has made payment under any Letter of Credit
and has received from any L/C Participant its pro rata share of such payment in
accordance with Section 3.4(a) such Issuing Lender receives any payment related to such Letter of
Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied
thereto by such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender
will distribute to the Administrative Agent for the account of such L/C Participant its pro
rata share thereof; provided, however, that in the event that any such
payment received by such Issuing Lender shall be required to be returned by such Issuing Lender,
such L/C Participant shall return to the Administrative Agent for the account of such Issuing
Lender the portion thereof previously distributed by such Issuing Lender to it.



(d) Notwithstanding anything to the contrary contained in this Agreement, in the event an L/C
Participant becomes a Defaulting Lender, then such Defaulting Lender’s Revolving Percentage in all
outstanding Letters of Credit will automatically be reallocated among the L/C Participants 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, within five Business
Days after written notice from the Administrative Agent, pay to the Administrative Agent, an amount
of cash and/or Cash Equivalents and/or Permitted Liquid Investments equal to such Defaulting
Lender’s Revolving Percentage (calculated as in effect immediately prior to it becoming a
Defaulting Lender) of the L/C Obligations (after giving effect to any partial reallocation pursuant
to the first sentence of this Section 3.4(d)) to be held as security for all obligations of the
Borrower to the Issuing Lenders hereunder in a cash collateral account to be established by, and
under the sole dominion and control of, the Administrative Agent. So long as there is a Defaulting
Lender, an Issuing Lender shall not be required to issue any Letter of Credit where the sum of the
Non-Defaulting Lenders’ Revolving Percentage, as applicable, of the outstanding Revolving Loans,
Swingline Loans and their participations in Letters of Credit after giving effect to any such
requested Letter of Credit would exceed (such excess, the “L/C Shortfall”) the aggregate
Revolving Commitments of the Non-Defaulting Lenders, unless the Borrower shall pay to the
Administrative Agent, an amount of cash and/or Cash Equivalents and/or Permitted Liquid Investments
equal to the amount of the L/C Shortfall, such cash and/or Cash Equivalents and/or Permitted Liquid
Investments to be held as security for all obligations of the Borrower to the Issuing Lenders
hereunder in a cash collateral account to be established by, and under the sole dominion and
control of, the Administrative Agent.



3.5 Reimbursement Obligation of the Borrower. The Borrower agrees to reimburse each
Issuing Lender on the Business Day following the date on which such Issuing Lender notifies the
Borrower of the date and amount of a draft presented under any Letter of Credit issued by such
Issuing Lender at the Borrower’s request and paid by such Issuing Lender for the amount of (a) such
draft so paid and (b) any Non-Excluded Taxes and Other Taxes, fees, charges or other costs or
expenses reasonably incurred by such Issuing Lender in connection with such payment (the amounts
described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the
“Payment Amount”). Each such payment shall be made to such Issuing Lender at its address
for notices specified to the Borrower and in immediately available funds. Interest shall be
payable on any such amounts from the date on which the relevant draft is paid until payment in full
at a rate equal to (i) until the second Business Day next succeeding the date of the relevant
notice, the rate applicable to ABR Loans under the Revolving Facility and (ii) thereafter, the rate
set forth in Section 2.15(c).



3.6 Obligations Absolute. The Borrower’s obligations under this Section 3 shall be
absolute and unconditional under any and all circumstances and irrespective of any setoff,
counterclaim or defense to payment that the Borrower may have or have had against any Issuing
Lender, any beneficiary of a Letter of Credit or any other Person. The Borrower also agrees with
each Issuing Lender that such Issuing Lender shall not be responsible for, and the Borrower’s
Reimbursement Obligations under Section 3.5 shall not be affected by, among other things, the
validity or genuineness of documents or of any endorsements thereon, even though such documents
shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the
Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of
Credit may be transferred or any claims whatsoever of the Borrower against any beneficiary of such
Letter of Credit or any such transferee, or any other events or circumstances that, pursuant to
applicable law or the applicable customs and practices promulgated by the International Chamber of
Commerce, are not within the responsibility of such Issuing Lender, except for errors, omissions,
interruptions or delays resulting from the gross negligence or willful misconduct of such Issuing
Lender or its employees or agents. No Issuing Lender shall be liable for any error, omission,
interruption or delay in transmission, dispatch or delivery of any message or advice, however
transmitted, in connection with any Letter of Credit, except for errors, omissions, interruptions
or delays resulting from the gross negligence or willful misconduct of such Issuing Lender or its
employees or agents. The Borrower agrees that any action taken or omitted by any Issuing Lender
under or in connection with any Letter of Credit or the related drafts or documents, if done in the
absence of gross negligence or willful misconduct and in accordance with the standards or care
specified in the Uniform Commercial Code of the State of New York, shall be binding on the Borrower
and shall not result in any liability of such Issuing Lender to the Borrower.



3.7 Letter of Credit Payments. If any draft shall be presented for payment under any
Letter of Credit, the relevant Issuing Lender shall promptly notify the Borrower of the date and
amount thereof. The responsibility of such Issuing Lender to the Borrower in connection with any
draft presented for payment under any Letter of Credit issued by such Issuing Lender shall, in
addition to any payment obligation expressly provided for in such Letter of Credit, be limited to
determining that the documents (including each draft) delivered under such Letter of Credit in
connection with such presentment are substantially in conformity with such Letter of Credit.



3.8 Applications. To the extent that any provision of any Application related to any
Letter of Credit is inconsistent with the provisions of this Agreement or any other Loan Document,
the provisions of this Agreement or such other Loan Document shall apply.



SECTION 4. REPRESENTATIONS AND WARRANTIES




To induce the Agents and the Lenders to enter into this Agreement and to make the Loans and
issue or participate in the Letters of Credit, Holdings (to the extent applicable) and the Borrower
hereby jointly represent and warrant (as to itself and each of its Restricted Subsidiaries) to the
Agents and each Lender, which representations and warranties shall be deemed made on the Amendment
and Restatement Effective Date and on the date of each borrowing of Loans or issuance, extension or
renewal of a Letter of Credit hereunder that:



4.1 Financial Condition.   The audited consolidated balance sheet of the Company and
its Subsidiaries as at March 31, 2008, March 31, 2009 and March 31, 2010, and the related
statements of income and of cash flows for the fiscal years ended on such dates, reported on by and
accompanied by an unqualified report from Ernst & Young LLP, present fairly in all material
respects the financial condition of the Company and its Subsidiaries, as at such date, and the
results of, their operations, their cash flows and their changes in stockholders’ equity for the
respective fiscal years then ended. All such financial statements, including the related schedules
and notes thereto and year end adjustments, have been prepared in accordance with GAAP (except as
otherwise noted therein).



4.2 No Change. Since March 31, 2010 there has been no event, development or
circumstance that has had or would reasonably be expected to have a Material Adverse Effect.



4.3 Existence; Compliance with Law. Except as set forth in Schedule 4.3 to this
Agreement, each of Holdings, the Borrower and its Restricted Subsidiaries (other than any
Immaterial Subsidiaries) (a) (i) is duly organized (or incorporated), validly existing and in good
standing (or, only where if applicable, the equivalent status in any foreign jurisdiction) under
the laws of the jurisdiction of its organization or incorporation, (ii) has the corporate or
organizational 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 (iii) is duly qualified as a foreign corporation or limited liability company and in
good standing (where such concept is relevant) under the laws of each jurisdiction where its
ownership, lease or operation of Property or the conduct of its business requires such
qualification except, in each case, to the extent that the failure to be so qualified or in good
standing (where such concept is relevant) would not 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.



4.4 Corporate Power; Authorization; Enforceable Obligations. (a)  Each Loan Party has
the corporate power and authority to make, deliver and perform the Loan Documents to which it is a
party and, in the case of the Borrower, to borrow or have Letters of Credit issued hereunder. Each
Loan Party has taken all necessary corporate or other action to authorize the execution, delivery
and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to
authorize the extensions of credit on the terms and conditions of this Agreement.



(b) 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 or any of the other
Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.4
to this 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.



(c) Each Loan Document has been duly executed and delivered on behalf of each Loan Party that
is a party thereto. This Agreement constitutes, and each other Loan Document upon execution will
constitute, a legal, valid and binding obligation of each Loan Party that is a party thereto,
enforceable against each such Loan Party in accordance with its terms (provided that, with
respect to the creation and perfection of security interests with respect to the Capital Stock of
Foreign Subsidiaries, only to the extent enforceability of such obligation with respect to which
Capital Stock is governed by the Uniform Commercial Code), 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.



4.5 No Legal Bar. The execution, delivery and performance of this Agreement and the
other Loan Documents by the Loan Parties thereto, the issuance of Letters of Credit, the borrowings
hereunder and the use of the proceeds thereof will not (a) violate the organizational or governing
documents of the Loan Parties, (b) except as would not reasonably be expected to have a Material
Adverse Effect, violate any Requirement of Law binding on the Borrower or any of its Restricted
Subsidiaries or any Contractual Obligation of Holdings, the Borrower or any of its Restricted
Subsidiaries 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 their respective properties or revenues pursuant to
any Requirement of Law or any such Contractual Obligation (other than the Liens permitted by
Section 7.3).



4.6 No Material Litigation. Except as set forth in Schedule 4.6 to this Agreement, no
litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is
pending or, to the knowledge of the Borrower, likely to be commenced within a reasonable time
period against the Borrower or any of its Restricted Subsidiaries or against any of their
Properties which, taken as a whole, would reasonably be expected to have a Material Adverse Effect.



4.7 No Default. No Default or Event of Default has occurred and is continuing.



4.8 Ownership of Property; Liens. Except as set forth in Schedule 4.8A to this
Agreement, each of the Borrower and its Restricted Subsidiaries has good title in fee simple to, or
a valid leasehold interest in, all its Real Property, and good title to, or a valid leasehold
interest in, all its other Property (other than Intellectual Property), in each case, except where
the failure to do so would not reasonably be expected to have a Material Adverse Effect, and none
of such Property is subject to any Lien except as permitted by the Loan Documents. Schedule 4.8B
to this Agreement lists all Real Property which is owned or leased by any Loan Party as of the
Amendment and Restatement Effective Date.



4.9 Intellectual Property. Each of the Borrower and its Restricted Subsidiaries owns,
or has a valid license to use, all Intellectual Property necessary for the conduct of its business
as currently conducted free and clear of all Liens except as permitted by the Loan Documents, other
than Intellectual Property owned by a Special Purpose Entity, except where the failure to do so
would not reasonably be expected to have a Material Adverse Effect. To the Borrower’s knowledge,
no holding, injunction, decision or judgment has been rendered by any Governmental Authority
against the Borrower or any Restricted Subsidiary and neither the Borrower nor any of its
Restricted Subsidiaries has entered into any settlement stipulation or other agreement (except
license agreements in the ordinary course of business) which would limit, cancel or question the
validity of the Borrower’s or any Restricted Subsidiary’s rights in, any Intellectual Property in
any respect that would reasonably be expected to have a Material Adverse Effect. To Borrower’s
knowledge, no claim has been asserted or threatened or is pending by any Person challenging or
questioning the use by the Borrower or its Restricted Subsidiaries of any Intellectual Property
owned by the Borrower or any of its Restricted Subsidiaries or the validity or effectiveness of any
Intellectual Property, except as would not reasonably be expected to have a Material Adverse
Effect. To the Borrower’s knowledge, the use of Intellectual Property by the Borrower and its
Restricted Subsidiaries does not infringe on the rights of any Person in a manner that would
reasonably be expected to have a Material Adverse Effect. The Borrower and its Restricted
Subsidiaries take all reasonable actions that in the exercise of their reasonable business judgment
should be taken to protect their Intellectual Property, including Intellectual Property that is
confidential in nature, except where the failure to do so would not reasonably be expected to have
a Material Adverse Effect.



4.10 Taxes. Each of Holdings, the Borrower and its Restricted Subsidiaries (i) has
filed or caused to be filed all federal, state, provincial and other tax returns that are required
to be filed and (ii) has paid all taxes shown to be due and payable on said returns and all other
taxes, fees or other charges imposed on it or any of its Property by any Governmental Authority
(other than any amounts the validity of which are currently being contested in good faith by
appropriate proceedings and with respect to which any reserves required in conformity with GAAP
have been provided on the books of the Borrower or such Restricted Subsidiary, as the case may be),
except in each case where the failure to do so would not reasonably be expected to have a Material
Adverse Effect.



4.11 Federal Regulations. No part of the proceeds of any Loans, and no other
extensions of credit hereunder, will be used for any purpose that violates the provisions of the
regulations of the Board. If requested by any Lender (through the Administrative Agent) or the
Administrative Agent, the Borrower will furnish to the Administrative Agent and each Lender a
statement to the foregoing effect in conformity with the requirements of FR Form G-3 or FR Form U-1
referred to in Regulation U.



4.12 ERISA. (a)  Except as would not reasonably be expected, either individually or
in the aggregate, to have a Material Adverse Effect: (i) neither a Reportable Event nor a failure
to meet the minimum funding standards (within the meaning of Section 412(a) of the Code or Section
302(a)(2) of ERISA) with respect to periods beginning on or after April 1, 2010 or an “accumulated
funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of
ERISA) has occurred during the five-year period prior to the date on which this representation is
made with respect to any Single Employer Plan, and each Single Employer Plan has complied with the
applicable provisions of ERISA and the Code; (ii) no termination of a Single Employer Plan has
occurred, and no Lien in favor of the PBGC or a Plan has arisen on the assets of Holdings, the
Borrower or any of its Restricted Subsidiaries, during such five-year period; the present value of
all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such
Plans) did not, as of the last annual valuation date prior to the date on which this representation
is made or deemed made, exceed the value of the assets of such Single Employer Plan allocable to
such accrued benefits; (iii) none of Holdings, the Borrower or any of its Restricted Subsidiaries
has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would
reasonably be expected to result in a liability under ERISA; (iv) none of Holdings, the Borrower or
any of its Restricted Subsidiaries would become subject to any liability under ERISA if the
Borrower or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as
of the valuation date most closely preceding the date on which this representation is made; and (v)
no Multiemployer Plan is in Reorganization or Insolvent.



(b) Holdings, the Borrower and its Restricted Subsidiaries have not incurred, and do not
reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within
the meaning of Section 3(3) of ERISA which is subject to Title IV of ERISA or Section 412 of the
Code or Section 302 of ERISA that is maintained by a Commonly Controlled Entity (other than
Holdings, the Borrower and its Restricted Subsidiaries) (a “Commonly Controlled Plan”)
merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of
such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct
obligation of Holdings, the Borrower or any of its Restricted Subsidiaries to pay money.



4.13 Investment Company Act. No Loan Party is an “investment company,” or a company
“controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940,
as amended.



4.14 Subsidiaries. (a)  The Subsidiaries listed on Schedule 4.14 to this Agreement
constitute all the Subsidiaries of the Borrower at the Amendment and Restatement Effective Date.
Schedule 4.14 to this Agreement sets forth as of the Amendment and Restatement Effective Date the
name and jurisdiction of incorporation of each Subsidiary and, as to each Subsidiary, the
percentage of each class of Capital Stock owned by any Loan Party and the designation of such
Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary.



(b) As of the Amendment and Restatement Effective Date, except as set forth on Schedule 4.14
to this Agreement, there are no 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 of the
Borrower or any of its Restricted Subsidiaries.



4.15 Environmental Matters. Other than exceptions to any of the following that would
not reasonably be expected to have a Material Adverse Effect, none of the Borrower or any of its
Restricted Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain
or comply with any permit, license or other approval required under any Environmental Law for the
operation of the Business; or (ii) has become subject to any Environmental Liability.



4.16 Accuracy of Information, etc. As of the Amendment and Restatement Effective
Date, no statement or information (excluding the projections and pro forma
financial information referred to below) contained in this Agreement, any other Loan Document or
any certificate furnished to the Administrative Agent or the Lenders or any of them, by or on
behalf of any Loan Party for use in connection with the transactions contemplated by this Agreement
or the other Loan Documents, including without limitation the 2011 Transactions, when taken as a
whole, contained as of the date such statement, information, or certificate was so furnished, any
untrue statement of a material fact or omitted to state a material fact necessary in order to make
the statements contained herein or therein, in light of the circumstances under which they were
made, not materially misleading. As of the Amendment and Restatement Effective Date, the
projections and pro forma financial information contained in the materials
referenced above are based upon good faith estimates and assumptions believed by management of the
Borrower to be reasonable at the time made, in light of the circumstances under which they were
made, it being recognized by the Agents and the Lenders that such financial information as it
relates to future events is not to be viewed as fact and that actual results during the period or
periods covered by such financial information may differ from the projected results set forth
therein by a material amount.



4.17 Security Documents. (a) The Guarantee and Collateral Agreement is effective to
create in favor of the Collateral Agent for the benefit of the Secured Parties, a legal, valid and
enforceable security interest in the Collateral described therein of a type in which a security
interest can be created under Article 9 of the UCC (including any proceeds of any such item of
Collateral); provided that for purposes of this Section 4.17(a), Collateral shall be deemed
to exclude any Property expressly excluded from the definition of “Collateral” as set forth in the
Guarantee and Collateral Agreement (the “Excluded Collateral”). In the case of (i) the
Pledged Securities described in the Guarantee and Collateral Agreement (other than Excluded Capital
Stock) when any stock certificates or notes, as applicable, representing such Pledged Securities
are or have been delivered to the Collateral Agent, (ii) the Material Deposit Accounts and Material
Securities Accounts described in the Guarantee and Collateral Agreement, when control agreements
with respect to such Material Deposit Accounts and Material Securities Accounts are or have been
executed granting “control” (as defined in the UCC) of such accounts to the Collateral Agent and
(iii) the other Collateral described in the Guarantee and Collateral Agreement (other than Excluded
Collateral and deposit accounts and securities accounts that do not constitute Material Deposit
Accounts and Material Securities Accounts), when financing statements in appropriate form are or
have been filed in the offices specified on Schedule 4.17 to this Agreement (which financing
statements have been duly completed and executed (as applicable) and delivered to the Collateral
Agent) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral
Agreement are or have been made, the Collateral Agent shall have a fully perfected first priority
Lien on, and security interest in, all right, title and interest of the Loan Parties in such
Collateral (including any proceeds of any item of Collateral), as security for the Obligations, in
each case prior in right to the Lien of any other Person (except (i) in the case of Collateral
other than Pledged Securities, Liens permitted by Section 7.3 and (ii) Liens having priority by
operation of law) to the extent required by the Guarantee and Collateral Agreement.



(b) Upon the execution and delivery of any Mortgage to be executed and delivered pursuant to
Section 6.8(b), such Mortgage shall be effective to create in favor of the Collateral Agent for the
benefit of the Secured Parties a legal, valid and enforceable Lien on the Mortgaged Property
described therein and proceeds thereof, 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; and when
such Mortgage is filed in the recording office designated by the Borrower, such Mortgage shall
constitute a fully perfected Lien on, and security interest in, all right, title and interest of
the Loan Parties in such Mortgaged Property and the proceeds thereof, as security for the
Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any
other Person (other than Liens permitted by Section 7.3 or other encumbrances or rights permitted
by the relevant Mortgage).



4.18 Solvency. As of the Amendment and Restatement Effective Date, the Loan Parties
are (on a consolidated basis), and after giving effect to the 2011 Transactions will be, Solvent.



	 	 	 	 	 	 	 
	SECTION 5.	 	CONDITIONS PRECEDENT
	 	 	 	5.1	 	 	[RESERVED].







5.2 Conditions to Each Revolving Loan Extension of Credit After Closing Date. The
agreement of each Lender to make any Revolving Loan or to issue or participate in any Letter of
Credit hereunder on any date after the Closing Date is subject to the satisfaction of the following
conditions precedent:




(a) Representations and Warranties. Each of the representations and warranties
made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all
material respects, in each case on and as of such date as if made on and as of such date
except to the extent that such representations and warranties relate to an earlier date, in
which case such representations and warranties shall be true and correct in all material
respects as of such earlier date.




(b) No Default. No Default or Event of Default shall have occurred and be
continuing on such date or after giving effect to the extensions of credit requested to be
made on such date.



Each borrowing of a Revolving Loan by and issuance, extension or renewal of a Letter of Credit on
behalf of the Borrower hereunder after the Closing Date shall constitute a representation and
warranty by the Borrower as of the date of such extension of credit that the conditions contained
in this Section 5.2 have been satisfied.



SECTION 6. AFFIRMATIVE COVENANTS




The Borrower (on behalf of itself and each of the Restricted Subsidiaries) hereby agrees that,
so long as the Commitments remain in effect, any Letter of Credit remains outstanding (that has not
been cash collateralized or backstopped, in each case on terms agreed to by the Borrower and the
applicable Issuing Lender) or any Loan or other amount is owing to any Lender or any Agent
hereunder (other than (i) contingent or indemnification obligations not then due and (ii)
obligations in respect of Specified Hedge Agreements, Specified Foreign Currency L/C Agreements or
Cash Management Obligations), the Borrower shall, and shall cause each of the Restricted
Subsidiaries to:



6.1 Financial Statements. Furnish to the Administrative Agent for delivery to each
Lender (which may be delivered via posting on IntraLinks or another similar electronic platform):




(a) within 105 days after the end of each fiscal year of the Borrower, commencing with
the fiscal year ending March 31, 2011, a copy of the audited consolidated balance sheet of
the Borrower and its consolidated Subsidiaries as at the end of such year and the related
audited consolidated statements of income and of cash flows for such year, setting forth,
commencing with the financial statements with respect to the fiscal year ending March 31,
2011, in comparative form the figures as of the end of and for the previous year, reported
on without qualification arising out of the scope of the audit, by Ernst & Young LLP or
other independent certified public accountants of nationally recognized standing; and




(b) within 45 days after the end of each of the first three quarterly periods of each
fiscal year of the Borrower, commencing with the fiscal quarter ending December 31, 2010,
the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries
as at the end of such quarter and the related unaudited consolidated statements of income
and of cash flows for such quarter and the portion of the fiscal year through the end of
such quarter, setting forth, in comparative form the figures as of the end of and for the
corresponding period in the previous year, certified by a Responsible Officer as being
fairly stated in all material respects (subject to normal year-end audit adjustments and the
lack of notes);



all such financial statements to be prepared in reasonable detail and in accordance with GAAP
applied consistently throughout the periods reflected therein and with prior periods (except as
disclosed therein and except in the case of the financial statements referred to in clause (b), for
customary year-end adjustments and the absence of footnotes). The Borrower may satisfy its
obligations under this Section 6.1 by delivering information relating to Parent, Holdings, the
Borrower and its consolidated Subsidiaries, it being agreed that the furnishing of Parent’s annual
report on Form 10-K for such year, as filed with the SEC, together with unaudited consolidating
schedules of the balance sheet and the statements of income and cash flows prepared by management
for the Borrower and its consolidated Subsidiaries in substantially the form of Exhibit K to this
Agreement (it being understood that the Borrower may alter the presentation of financial
information in any such consolidating schedules to conform to any changes to the presentation of
financial information of Parent in its Form 10-K (but in any event shall include a balance sheet
and statements of income and cash flows) or make such other changes to the consolidating schedules
as consented to by the Administrative Agent, such consent not to be unreasonably withheld or
delayed) will satisfy Borrower’s obligation under Section 6.1(a) with respect to such year and that
the furnishing of Parent’s quarterly report on Form 10-Q for such quarter, as filed with the SEC,
together with unaudited consolidating schedules of the balance sheet and the statements of income
and of cash flows prepared by management for the Borrower and its consolidated Subsidiaries in
substantially the form of Exhibit K to this Agreement (it being understood that the Borrower may
alter the presentation of financial information in any such consolidating schedules to conform to
any changes to the presentation of financial information of Parent in it’s Form 10-Q (but in any
event shall include a balance sheet and statements of income and cash flows) or make such other
changes to the consolidating schedules as consented to by the Administrative Agent, such consent
not to be unreasonably withheld or delayed) will satisfy Borrower’s obligations under the Section
6.1(b) with respect to such quarter.



Documents required to be delivered pursuant to this Section 6.1 may be delivered by posting
such documents electronically with notice of such posting to the Administrative Agent and if so
posted, shall be deemed to have been delivered on the date on which such documents are posted on
the Borrower’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each
Lender and the Administrative Agent have access (whether a commercial, third-party website or
whether sponsored by the Administrative Agent).



6.2 Certificates; Other Information. Furnish to the Administrative Agent for delivery
to each Lender, or, in the case of clause (f), to the relevant Lender:




(a) to the extent permitted by the internal policies of such independent certified
public accountants, concurrently with the delivery of the financial statements referred to
in Section 6.1(a), a certificate of the independent certified public accountants in
customary form reporting on such financial statements stating that in making the examination
necessary therefor no knowledge was obtained of any Default or Event of Default arising
under Section 8.1, except as specified in such certificate;




(b) concurrently with the delivery of any financial statements pursuant to Section 6.1,
(i) a Compliance Certificate of a Responsible Officer on behalf of the Borrower stating that
such Responsible Officer has obtained no knowledge of any Default or Event of Default that
has occurred and is continuing except as specified in such certificate and (ii) to the
extent not previously disclosed to the Administrative Agent, (x) a description of any
Default or Event of Default that occurred and (y) a description of any new Subsidiary and of
any change in the name or jurisdiction of organization of any Loan Party and a listing of
any material registrations of or applications for United States Intellectual Property by any
Loan Party since the date of the most recent list delivered pursuant to this clause (or, in
the case of the first such list so delivered, since the Closing Date);




(c) not later than 120 days after the end of each fiscal year of the Borrower, a
detailed consolidated budget for the following fiscal year (including a projected
consolidated balance sheet of the Borrower and its Subsidiaries as of the end of the
following fiscal year and the related consolidated statements of projected cash flow and
projected income (collectively, the “Annual Operating Budget”)); provided
that the Borrower may satisfy its obligations under this Section 6.2(c) by delivering a
detailed consolidated budget of Parent and its Subsidiaries as of the end of the following
fiscal year for the following fiscal year, including a projected consolidated balance sheet
and the related consolidated statements of projected cash flow and projected income,
together with consolidating schedules of the balance sheet and statements of cash flows and
income prepared by management for the Borrower and its Subsidiaries and such materials shall
constitute the Annual Operating Budget for all purposes;




(d) promptly after the same are sent, copies of all financial statements and material
reports that the Borrower sends to the holders of any class of its debt securities or public
equity securities (except for Permitted Investors) and, promptly after the same are filed,
copies of all financial statements and reports that the Borrower or Parent may make to, or
file with, the SEC, in each case to the extent not already provided pursuant to Section 6.1
or any other clause of this Section 6.2;




(e) promptly upon delivery thereof to the Borrower or Parent and to the extent
permitted, copies of any accountants’ letters addressed to its Board of Directors (or any
committee thereof); and




(f) promptly, such additional financial and other information as the Administrative
Agent (for its own account or upon the request from any Lender) may from time to time
reasonably request.



Notwithstanding anything to the contrary in this Section 6.2, (a) none of Holdings, the
Borrower or any of the Restricted Subsidiaries will be required to disclose any document,
information or other matter that (i) constitutes non-financial trade secrets or non-financial
proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any
Lender (or their respective representatives or contractors) is prohibited by Law or any binding
agreement, (iii) is subject to attorney-client or similar privilege or constitutes attorney work
product or (iv) constitutes classified information and (b) unless such material is identified in
writing by the Borrower as “Public Side” information, the Administrative Agent shall deliver such
information only to “private-side” Lenders (i.e., Lenders that have affirmatively requested to
receive material non-public information with respect to any Loan Party or its securities for
purposes of United States federal or state securities laws); provided that there is no
requirement that the Borrower identify any such information as “Public Side.”



Documents required to be delivered pursuant to this Section 6.2 may be delivered by posting such
documents electronically with notice of such posting to the Administrative Agent and each Lender
and if so posted, shall be deemed to have been delivered on the date (i) on which the Borrower
posts such documents, or provides a link thereto on the Borrower’s website or (ii) on which such
documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant
website, if any, to which each Lender and the Administrative Agent have access (whether a
commercial, third-party website or whether sponsored by the Administrative Agent).



6.3 Payment of Taxes. Pay, discharge or otherwise satisfy at or before maturity or
before they become delinquent, as the case may be, all its material Taxes, governmental assessments
and governmental charges (other than Indebtedness), except (a) where the amount or validity thereof
is currently being contested in good faith by appropriate proceedings and reserves required in
conformity with GAAP with respect thereto have been provided on the books of the Borrower or its
Restricted Subsidiaries, as the case may be, or (b) to the extent that failure to pay or satisfy
such obligations would not reasonably be expected to have a Material Adverse Effect.



6.4 Conduct of Business and Maintenance of Existence, etc.; Compliance. (a) Preserve,
renew and keep in full force and effect its corporate or other existence and take all reasonable
action to maintain all rights, privileges and franchises necessary or desirable in the normal
conduct of its business, except, in each case, as otherwise permitted by Section 7.4 or except to
the extent that failure to do so would not reasonably be expected to have a Material Adverse
Effect; and (b) comply with all Requirements of Law except to the extent that failure to comply
therewith would not reasonably be expected to have a Material Adverse Effect.



6.5 Maintenance of Property; Insurance. (a)  Keep all Property useful and necessary
in its business in reasonably good working order and condition, ordinary wear and tear excepted,
except where the failure to do so would not reasonably be expected to have a Material Adverse
Effect.



(b) Take all reasonable and necessary steps, including, without limitation, in any proceeding
before the United States Patent and Trademark Office or the United States Copyright Office, to
maintain and pursue each application (and to obtain the relevant registration) and to maintain each
registration of the material United States Intellectual Property owned by the Borrower or its
Restricted Subsidiaries, including, without limitation, filing of applications for renewal,
affidavits of use and affidavits of incontestability, except where the failure to do so would not
reasonably be expected to have a Material Adverse Effect.



(c) Maintain insurance with financially sound and reputable insurance companies on all its
material Property in at least such amounts and against at least such risks as are usually insured
against in the same general area by companies engaged in the same or a similar business. All such
insurance shall, to the extent customary (but in any event, not including business interruption
insurance and personal injury insurance) (i) provide that no cancellation thereof shall be
effective until at least 10 days after receipt by the Administrative Agent of written notice
thereof and (ii) name the Administrative Agent as insured party or loss payee.



(d) With respect to any Mortgaged Properties, if at any time the area in which the Premises
(as defined in the Mortgages, if any) are located is designated a “flood hazard area” in any Flood
Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency),
obtain flood insurance in such reasonable total amount as the Collateral Agent may from time to
time reasonably require, and otherwise to ensure compliance with the National Flood Insurance
Program as set forth in the Flood Disaster Protection Act of 1973, as it may be amended from time
to time.



6.6 Inspection of Property; Books and Records; Discussions. (a)  Keep proper books of
records and account in which full, true and correct entries in conformity with GAAP and all
Requirements of Law shall be made of all material financial dealings and transactions in relation
to its business and activities, (b) permit representatives of any Lender to visit and inspect any
of its properties and examine and make abstracts from any of its books and records upon reasonable
notice and at such reasonable times during normal business hours (provided that (i) such
visits shall be coordinated by the Administrative Agent, (ii) such visits shall be limited to no
more than one such visit per calendar year, and (iii) such visits by any Lender shall be at the
Lender’s expense, except in the case of the foregoing clauses (ii) and (iii) during the continuance
of an Event of Default), (c) permit representatives of any Lender to have reasonable discussions
regarding the business, operations, properties and financial and other condition of the Borrower
and its Restricted Subsidiaries with officers and employees of the Borrower and its Restricted
Subsidiaries (provided that (i) a Responsible Officer of the Borrower shall be afforded the
opportunity to be present during such discussions, (ii) such discussions shall be coordinated by
the Administrative Agent, and (iii) such discussions shall be limited to no more than once per
calendar quarter except during the continuance of an Event of Default) and (d) permit
representatives of the Administrative Agent to have reasonable discussions regarding the business,
operations, properties and financial and other condition of the Borrower and its Restricted
Subsidiaries with its independent certified public accountants to the extent permitted by the
internal policies of such independent certified public accountants (provided that (i) a
Responsible Officer of the Borrower shall be afforded the opportunity to be present during such
discussions and (ii) such discussions shall be limited to no more than once per calendar year
except during the continuance of an Event of Default). Notwithstanding anything to the contrary in
this Section 6.6, none of Holdings, the Borrower or any of the Restricted Subsidiaries will be
required to disclose, permit the inspection, examination or making copies or abstracts of, or
discussion of, any document, information or other matter that (i) constitutes non-financial trade
secrets or non-financial proprietary information, (ii) in respect of which disclosure to the
Administrative Agent or any Lender (or their respective representatives or contractors) is
prohibited by Law or any binding agreement, (iii) is subject to attorney-client or similar
privilege or constitutes attorney work product or (iv) constitutes classified information.



6.7 Notices. Promptly upon a Responsible Officer of the Borrower or any Subsidiary
Guarantor obtaining knowledge thereof, give notice to the Administrative Agent of:




(a) the occurrence of any Default or Event of Default;




(b) any litigation, investigation or proceeding which may exist at any time between the
Borrower or any of its Restricted Subsidiaries and any other Person, that in either case,
would reasonably be expected to have a Material Adverse Effect; and




(c) any development or event that has had or would reasonably be expected to have a
Material Adverse Effect.



Each notice pursuant to this Section 6.7 shall be accompanied by a statement of a Responsible
Officer setting forth details of the occurrence referred to therein and stating what action the
Borrower or the relevant Restricted Subsidiary proposes to take with respect thereto.



6.8 Additional Collateral, etc. (a) With respect to any Property (other than Excluded
Collateral) located in the United States having a value, individually or in the aggregate, of at
least $3,000,000 acquired after the Amendment and Restatement Effective Date by any Loan Party
(other than (w) any interests in Real Property and any Property described in paragraph (c) or
paragraph (d) of this Section 6.8, (x) any Property subject to a Lien expressly permitted by
Section 7.3(g) or 7.3(z), (y) Instruments, Certificated Securities, Securities and Chattel Paper,
which are referred to in the last sentence of this paragraph (a) and (z) Government Contracts,
deposit accounts and securities accounts (the Loan Parties’ obligations with respect to which are
contained in the Guarantee and Collateral Agreement)) as to which the Collateral Agent for the
benefit of the Secured Parties does not have a perfected Lien, promptly (i) give notice of such
Property to the Collateral Agent and execute and deliver to the Collateral Agent such amendments to
the Guarantee and Collateral Agreement or such other documents as the Collateral Agent reasonably
requests to grant to the Collateral Agent for the benefit of the Secured Parties a security
interest in such Property and (ii) take all actions reasonably requested by the Collateral Agent to
grant to the Collateral Agent for the benefit of the Secured Parties a perfected security interest
(to the extent required by the Security Documents and with the priority required by Section 4.17)
in such Property (with respect to Property of a type owned by a Loan Party as of the Closing Date
to the extent the Collateral Agent for the benefit of the Secured Parties, has a perfected security
interest in such Property as of the Closing Date), including, without limitation, the filing of
Uniform Commercial Code financing statements in such jurisdictions as may be required by the
Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral
Agent. If any amount in excess of $7,500,000 payable under or in connection with any of the
Collateral shall be or become evidenced by any Instrument, Certificated Security, Security or
Chattel Paper (or, if more than $7,500,000 in the aggregate payable under or in connection with the
Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel
Paper), such Instrument, Certificated Security, Security or Chattel Paper shall be promptly
delivered to the Collateral Agent indorsed in a manner reasonably satisfactory to the Collateral
Agent to be held as Collateral pursuant to this Agreement.



(b) With respect to any fee interest in any Material Real Property acquired after the
Amendment and Restatement Effective Date by any Loan Party (other than Excluded Real Property),
(i) give notice of such acquisition to the Collateral Agent and, if requested by the Collateral
Agent execute and deliver a first priority Mortgage (subject to liens permitted by Section 7.3) in
favor of the Collateral Agent for the benefit of the Secured Parties, covering such Real Property
(provided that no Mortgage nor survey shall be obtained if the Administrative Agent determines in
consultation with the Borrower that the costs of obtaining such Mortgage or survey are excessive in
relation to the value of the security to be afforded thereby), (ii) if reasonably requested by the
Collateral Agent (A) provide the Lenders with a lenders’ title insurance policy with extended
coverage covering such Real Property in an amount at least equal to the purchase price of such Real
Property (or such other amount as shall be reasonably specified by the Collateral Agent) as well as
a current ALTA survey thereof, together with a surveyor’s certificate unless the title insurance
policy referred to above shall not contain an exception for any matter shown by a survey (except to
the extent an existing survey has been provided and specifically incorporated into such title
insurance policy), each in form and substance reasonably satisfactory to the Collateral Agent, (B)
use commercially reasonable efforts to obtain any consents or estoppels reasonably deemed necessary
by the Collateral Agent, in connection with such Mortgage, each of the foregoing in form and
substance reasonably satisfactory to the Collateral Agent and (C) provide to the Administrative
Agent evidence of flood hazard insurance if any portion of the improvements on the owned Property
is currently or at any time in the future identified by the Federal Emergency Management Agency as
an area having special flood hazards and in which flood insurance has been made available under the
National Flood Insurance Act of 1968 (and any amendment or successor act thereto) or otherwise
being designated as a “special flood hazard area or part of a 100 year flood zone”, in an amount
equal to 100% of the full replacement cost of the improvements; provided, however,
that a portion of such flood hazard insurance may be obtained under the National Flood Insurance
Act of 1968, the Flood Disaster Protection Act of 1973 or the National Flood Insurance Reform Act
of 1994, as each may be amended and (iii) if requested by the Collateral Agent deliver to the
Collateral Agent legal opinions relating to the matters described above, which opinions shall be in
form and substance, and from counsel, reasonably satisfactory to the Collateral Agent.



(c) Except as otherwise contemplated by Section 7.7(p), with respect to any new Subsidiary
that is a Non-Excluded Subsidiary created or acquired after the Amendment and Restatement Effective
Date (which, for the purposes of this paragraph, shall include any Subsidiary that was previously
an Excluded Subsidiary that becomes a Non-Excluded Subsidiary) by any Loan Party, promptly (i) give
notice of such acquisition or creation to the Collateral Agent and, if requested by the Collateral
Agent, execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral
Agreement or such other documents as the Collateral Agent reasonably deems necessary to grant to
the Collateral Agent for the benefit of the Secured Parties a perfected security interest (to the
extent required by the Security Documents and with the priority required by Section 4.17) in the
Capital Stock of such new Subsidiary that is owned by such Loan Party, (ii) deliver to the
Collateral Agent the certificates, if any, representing such Capital Stock, together with undated
stock powers, in blank, executed and delivered by a duly authorized officer of such Loan Party, and
(iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and
(B) to take such actions necessary or advisable to grant to the Collateral Agent for the benefit of
the Secured Parties a perfected security interest (to the extent required by the Security Documents
and with the priority required by Section 4.17) in the Collateral described in the Guarantee and
Collateral Agreement with respect to such new Subsidiary (to the extent the Collateral Agent, for
the benefit of the Secured Parties, has a perfected security interest in the same type of
Collateral as of the Amendment and Restatement Effective Date), including, without limitation, the
filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by
the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the
Collateral Agent. Without limiting the foregoing, if (i) the aggregate Consolidated Total Assets
or annual consolidated revenues of all Subsidiaries designated as “Immaterial Subsidiaries”
hereunder shall at any time exceed 7.5% of Consolidated Total Assets or annual consolidated
revenues, respectively, of the Borrower and its Restricted Subsidiaries (as reflected on the most
recent financial statements delivered pursuant to Section 6.1 prior to such time) or (ii) if any
Subsidiary shall at any time cease to constitute an Immaterial Subsidiary under clause (i) of the
definition of “Immaterial Subsidiary” (as reflected on the most recent financial statements
delivered pursuant to Section 6.1 prior to such time), the Borrower shall promptly, (x) in the case
of clause (i) above, rescind the designation as “Immaterial Subsidiaries” of one or more of such
Subsidiaries so that, after giving effect thereto, the aggregate Consolidated Total Assets or
annual consolidated revenues, as applicable, of all Subsidiaries so designated (and which
designations have not been rescinded) shall not exceed 7.5% of Consolidated Total Assets or annual
consolidated revenues, respectively, of the Borrower and its Restricted Subsidiaries (as reflected
on the most recent financial statements delivered pursuant to Section 6.1 prior to such time), as
applicable, and (y) in the case of clauses (i) and (ii) above, to the extent not already effected,
(A) cause each affected Subsidiary to take such actions to become a “Subsidiary Guarantor”
hereunder and under the Guarantee and Collateral Agreement and execute and deliver the documents
and other instruments referred to in this paragraph (c) to the extent such affected Subsidiary is
not otherwise an Excluded Subsidiary and (B) cause the owner of the Capital Stock of such affected
Subsidiary to take such actions to pledge such Capital Stock to the extent required by, and
otherwise in accordance with, the Guarantee and Collateral Agreement and execute and deliver the
documents and other instruments required hereby and thereby unless such Capital Stock otherwise
constitutes Excluded Capital Stock.



(d) Except as otherwise contemplated by Section 7.7(p), with respect to any new first tier
Foreign Subsidiary that is a Non-Excluded Subsidiary created or acquired after the Amendment and
Restatement Effective Date by any Loan Party, promptly (i) give notice of such acquisition or
creation to the Collateral Agent and, if requested by the Collateral Agent, execute and deliver to
the Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Collateral
Agent deems necessary or reasonably advisable in order to grant to the Collateral Agent, for the
benefit of the Secured Parties, a perfected security interest (to the extent required by the
Security Documents and with the priority required by Section 4.17) in the Capital Stock of such new
Subsidiary (other than any Excluded Capital Stock) that is owned by such Loan Party and (ii)
deliver to the Collateral Agent the certificates, if any, representing such Capital Stock (other
than any Excluded Capital Stock), together with undated stock powers, in blank, executed and
delivered by a duly authorized officer of such Loan Party, and take such other action as may be
necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect or ensure
appropriate priority of the Lien of the Collateral Agent thereon.



(e) Notwithstanding anything in this Section 6.8 to the contrary, neither the Borrower nor any
of its Restricted Subsidiaries shall be required to take any actions in order to perfect the
security interest in the Collateral granted to the Collateral Agent for the ratable benefit of the
Secured Parties under the laws of any jurisdiction outside the United States.



(f) Notwithstanding the foregoing, to the extent any new Restricted Subsidiary is created
solely for the purpose of consummating a merger transaction pursuant to an acquisition permitted by
Section 7.7, and such new Subsidiary at no time holds any assets or liabilities other than any
merger consideration contributed to it contemporaneously with the closing of such merger
transaction, such new Subsidiary shall not be required to take the actions set forth in Section
6.8(c) or 6.8(d), as applicable, until the respective acquisition is consummated (at which time the
surviving entity of the respective merger transaction shall be required to so comply within ten
Business Days).



(g) From time to time the Loan Parties shall execute and deliver, or cause to be executed and
delivered, such additional instruments, certificates or documents, and take all such actions, as
the Collateral Agent may reasonably request for the purposes implementing or effectuating the
provisions of this Agreement and the other Loan Documents, or of renewing the rights of the Secured
Parties with respect to the Collateral as to which the Collateral Agent, for the ratable benefit of
the Secured Parties, has a perfected Lien pursuant hereto or thereto, including, without
limitation, filing any financing or continuation statements or financing change statements under
the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to
the security interests created thereby. Notwithstanding the foregoing, the provisions of this
Section 6.8 shall not apply to assets as to which the Administrative Agent and the Borrower shall
reasonably determine that the costs and burdens of obtaining a security interest therein or
perfection thereof outweigh the value of the security afforded thereby.



6.9 Use of Proceeds. The proceeds of the BAH Tranche A Term Loans and BAH Tranche B
Term Loans shall be used solely to effect the 2011 Refinancing, to pay related fees and expenses
and for other general corporate purposes of the Borrower and its Subsidiaries not prohibited by
this Agreement. The proceeds of the Revolving Loans, the Swingline Loans and the Letters of Credit
shall be used to finance Permitted Acquisitions and Investments permitted hereunder and for other
general corporate purposes of the Borrower and its Subsidiaries not prohibited by this Agreement.



SECTION 7. NEGATIVE COVENANTS




The Borrower (on behalf of itself and each of the Restricted Subsidiaries), and solely with
respect to Section 7.17 Holdings, each hereby agree that, so long as the Commitments remain in
effect, any Letter of Credit remains outstanding (that has not been cash collateralized or
backstopped, in each case on terms agreed to by the Borrower and the applicable Issuing Lender) or
any Loan or other amount is owing to any Lender or any Agent hereunder (other than (i) contingent
or indemnification obligations not then due and (ii) obligations in respect of Specified Hedge
Agreements, Specified Foreign Currency L/C Agreements or Cash Management Obligations), the Borrower
shall not, and shall not permit any of the Restricted Subsidiaries to, and solely with respect to
Section 7.17 Holdings shall not:



7.1 Financial Covenants. (a)  Consolidated Net Total Leverage Ratio.
Commencing with the Test Period ending March 31, 2011, permit the Consolidated Net Total Leverage
Ratio as at the last day of any Test Period ending in any period set forth below to be in excess of
the ratio set forth below for such period:



	 	 	 
	Period	 	Consolidated Net Total Leverage Ratio
	March 31, 2011

	 	3.90:1.00
	June 30, 2011

	 	3.90:1.00
	September 30, 2011

	 	3.90:1.00
	December 31, 2011

	 	3.90:1.00
	March 31, 2012

	 	3.75:1.00
	June 30, 2012

	 	3.75:1.00
	September 30, 2012

	 	3.75:1.00
	December 31, 2012

	 	3.75:1.00
	March 31, 2013

	 	3.50:1.00
	June 30, 2013

	 	3.50:1.00
	September 30, 2013

	 	3.50:1.00
	December 31, 2013

	 	3.50:1.00
	March 31, 2014

and thereafter

	 	3.25:1.00









(b) Consolidated Net Interest Coverage Ratio. Commencing with the Test Period ending
March 31, 2011, permit the Consolidated Net Interest Coverage Ratio as at the last day of any Test
Period ending in any period set forth below to be less than the ratio set forth below for such
period:



	 	 	 
	 	 	Consolidated Net
	Period	 	Interest Coverage Ratio
	March 31, 2011

	 	3.00:1.00
	June 30, 2011

	 	3.00:1.00
	September 30, 2011

	 	3.00:1.00
	December 31, 2011

	 	3.00:1.00
	March 31, 2012

	 	3.25:1.00
	June 30, 2012

	 	3.25:1.00
	September 30, 2012

	 	3.25:1.00
	December 31, 2012

	 	3.25:1.00
	March 31, 2013

and thereafter

	 	3.50:1.00









7.2 Indebtedness. Create, issue, incur, assume, or permit to exist any Indebtedness,
except:




(a) Indebtedness of the Borrower and any Restricted Subsidiary pursuant to any Loan
Document or Hedge Agreement or in respect of any Cash Management Obligations;




(b) Indebtedness (i) of the Borrower to any of its Restricted Subsidiaries or Holdings
or of any Subsidiary Guarantor to Holdings, the Borrower or any Restricted Subsidiary,
provided that any such Indebtedness owing to a Restricted Subsidiary that is not a
Subsidiary Guarantor is expressly subordinated in right of payment to the Obligations
pursuant to the Guarantee and Collateral Agreement or otherwise and (ii) of any
Non-Guarantor Subsidiary to any other Non-Guarantor Subsidiary;




(c) Indebtedness (including, without limitation, Capital Lease Obligations) secured by
Liens permitted by Section 7.3(g) in an aggregate principal amount, when combined with the
aggregate principal amount of Indebtedness outstanding under clauses (t) and (u) of this
Section 7.2, not to exceed the greater of (i) $75,000,000 and (ii) the amount equal to 17.5%
of Consolidated EBITDA, as of the end of the most recently ended Test Period for which
financial statements have been delivered pursuant to Section 6.1, at any one time
outstanding;




(d) (i) Indebtedness outstanding on the Amendment and Restatement Effective Date and
listed on Schedule 7.2(d) to this Agreement and any Permitted Refinancing thereof and
(ii) Indebtedness otherwise permitted under Section 7.10;




(e) Guarantee Obligations (i) by the Borrower or any of its Restricted Subsidiaries of
obligations of the Borrower or any Subsidiary Guarantor not prohibited by this Agreement to
be incurred and (ii) by any Non-Guarantor Subsidiary of obligations of any other
Non-Guarantor Subsidiary;




(f) Indebtedness of the Borrower or any of its Restricted Subsidiaries arising from the
honoring by a bank or other financial institution of a check, draft or similar instrument
inadvertently drawn by the Borrower or such Restricted Subsidiary in the ordinary course of
business against insufficient funds, so long as such Indebtedness is promptly repaid;




(g) (A) Indebtedness of any joint venture or Non-Guarantor Subsidiary owing to any Loan
Party and (B) Guarantee Obligations of the Borrower or any Subsidiary Guarantor of
Indebtedness of any joint venture or Non-Guarantor Subsidiary, to the extent such
Indebtedness and Guarantee Obligations are permitted as Investments by Section 7.7(h), (k),
(m), (v) or (z);




(h) Indebtedness in the form of earn-outs, indemnification, incentive, non-compete,
consulting or other similar arrangements and other contingent obligations in respect of
acquisitions or Investments permitted by Section 7.7 (both before or after any liability
associated therewith becomes fixed);




(i) [Reserved];




(j) additional Indebtedness of the Borrower or any of its Restricted Subsidiaries in an
aggregate principal amount (for the Borrower and all Restricted Subsidiaries), not to exceed
the greater of (i) $100,000,000 and (ii) the amount of 25% of Consolidated EBITDA, as of the
end of the most recently ended Test Period for which financial statements have been
delivered pursuant to Section 6.1, at any time outstanding;




(k) Indebtedness of Non-Guarantor Subsidiaries in respect of local lines of credit,
letters of credit, bank guarantees, factoring arrangements, sale/leaseback transactions and
similar extensions of credit in the ordinary course of business, in an aggregate principal
amount, when combined with the aggregate principal amount of Indebtedness outstanding under
clause (s)(iii) of this Section 7.2, not to exceed $50,000,000 at any one time outstanding;




(l) Indebtedness of the Borrower or any of its Restricted Subsidiaries in respect of
workers’ compensation claims, bank guarantees, warehouse receipts or similar facilities,
property casualty or liability insurance, take-or-pay obligations in supply arrangements,
self-insurance obligations, performance, bid, customs, government, appeal and surety bonds,
completion guaranties and other obligations of a similar nature, in each case in the
ordinary course of business;




(m) Indebtedness incurred by the Borrower or any of its Restricted Subsidiaries arising
from agreements providing for indemnification related to sales of goods or adjustment of
purchase price or similar obligations in any case incurred in connection with the
acquisition or Disposition of any business, assets or Subsidiary;




(n) Indebtedness supported by a Letter of Credit, in a principal amount not in excess
of the stated amount of such Letter of Credit;




(o) Indebtedness issued in lieu of cash payments of Restricted Payments permitted by
Section 7.6; provided that such Indebtedness is subordinated to the Obligations on
terms reasonably satisfactory to the Administrative Agent;




(p) [RESERVED];




(q) Indebtedness of the Borrower or any Subsidiary Guarantor as an account party in
respect of trade letters of credit issued in the ordinary course of business;




(r) Indebtedness owing to any insurance company in connection with the financing of any
insurance premiums permitted by such insurance company in the ordinary course of business;




(s) (i) Guarantee Obligations made in the ordinary course of business; provided
that such Guarantee Obligations are not of Indebtedness for Borrowed Money, (ii) Guarantee
Obligations in respect of lease obligations of Booz & Company Inc. and its Affiliates and
(iii) Guarantee Obligations in respect of Indebtedness of joint ventures; provided
that the aggregate principal amount of any such Guarantee Obligations under this sub-clause
(iii), when combined with the aggregate principal amount of Indebtedness outstanding under
clause (k) of this Section 7.2, shall not exceed the greater of (A) $50,000,000 and (B) the
amount of 12.5% of Consolidated EBITDA, as of the end of the most recently ended Test Period
for which financial statements have been delivered pursuant to Section 6.1, at any time
outstanding;




(t) Indebtedness of any Person that becomes a Restricted Subsidiary or is merged into
the Borrower or a Restricted Subsidiary after the Amendment and Restatement Effective Date
as part of an acquisition, merger or consolidation or amalgamation or other Investment not
prohibited hereunder (a “New Subsidiary”), which Indebtedness exists at the time of
such acquisition, merger or consolidation or amalgamation or other Investment, and any
Permitted Refinancing thereof; provided that (A) such Indebtedness exists at the
time such Person becomes a Restricted Subsidiary or is merged into the Borrower or a
Restricted Subsidiary and is not created in contemplation of or in connection with such
Person becoming a Restricted Subsidiary or with such merger (except to the extent such
Indebtedness refinanced other Indebtedness to facilitate such Person becoming a Restricted
Subsidiary), (B) the aggregate principal amount of Indebtedness permitted by this clause (t)
and Sections 7.2(c) and 7.2(u) shall not at any one time outstanding exceed the greater of
(i) $75,000,000 and (ii) the amount of 17.5% of Consolidated EBITDA, as of the end of the
most recently ended Test Period for which financial statements have been delivered pursuant
to Section 6.1, at any one time outstanding and (C) neither the Borrower nor any Restricted
Subsidiary (other than the applicable New Subsidiary) shall provide security therefor;




(u) Indebtedness incurred to finance any acquisition or other Investment permitted
under Section 7.7 in an aggregate amount for all such Indebtedness together with the
aggregate principal amount of Indebtedness permitted by Sections 7.2(c) and 7.2(t) not to
exceed the greater of (i) $75,000,000 and (ii) the amount of 17.5% of Consolidated EBITDA,
as of the end of the most recently ended Test Period for which financial statements have
been delivered pursuant to Section 6.1, at any one time outstanding;




(v) other unsecured Indebtedness so long as, at the time of incurrence thereof, (i)
after giving pro forma effect to the incurrence of such unsecured
Indebtedness, the Borrower shall be in 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) no Default or Event of Default
shall have occurred and be continuing at the time of incurrence of such unsecured
Indebtedness or would result therefrom; and (iii) the terms of such unsecured Indebtedness
do not provide for any scheduled repayment, mandatory redemption or prepayment (other than
mandatory prepayments with proceeds of Permitted Refinancings thereof and exchanges for
Permitted Refinancings thereof) or sinking fund obligation prior to the date at least 91
days following the Tranche B Term Maturity Date (or such later date that is the latest final
maturity date of any incremental extension of credit hereunder);




(w) (i) Indebtedness representing deferred compensation or stock-based compensation to
employees of the Borrower or any Restricted Subsidiary incurred in the ordinary course of
business and (ii) Indebtedness consisting of obligations of the Borrower or any Restricted
Subsidiary under deferred compensation or other similar arrangements incurred in connection
with the Merger Transactions and any Investment permitted hereunder;




(x) Indebtedness issued by the Borrower or any Restricted Subsidiary to the officers,
directors and employees of Holdings, any Parent Company, the Borrower or any Restricted
Subsidiary, in lieu of or combined with cash payments to finance the purchase of Capital
Stock of Holdings, any Parent Company or the Borrower, in each case, to the extent such
purchase is permitted by Section 7.6(e);




(y) Indebtedness in respect of overdraft facilities, employee credit card programs,
netting services, automatic clearinghouse arrangements and other cash management and similar
arrangements in the ordinary course of business;




(z) (i) Indebtedness of the Borrower or any of its Restricted Subsidiaries undertaken
in connection with cash management and related activities with respect to any Subsidiary or
joint venture in the ordinary course of business and (ii) Indebtedness of the Borrower or
any Restricted Subsidiary to any joint venture (regardless of the form of legal entity) that
is not a Subsidiary arising in the ordinary course of business in connection with the cash
management operations (including in respect of intercompany self-insurance arrangements) of
the Borrower and its Restricted Subsidiaries;




(aa) Indebtedness of the Borrower or any of its Restricted Subsidiaries in respect of
Foreign Currency L/C Agreements in an aggregate principal amount not to exceed $25,000,000
at any one time outstanding; and




(bb) all premium (if any), interest (including post-petition interest), fees, expenses,
charges, accretion or amortization of original issue discount, accretion of interest paid in
kind and additional or contingent interest on obligations described in clauses (a) through
(aa) above.




For purposes of determining compliance with this Section 7.2, in the event that an item
of Indebtedness meets the criteria of more than one of the categories of Indebtedness
described in clauses (c), (j), (k), (s)(iii), (t), (u), (v) or (aa) above, the Borrower
shall, in its sole discretion, classify and reclassify or later divide, classify or
reclassify such item of Indebtedness (or any portion thereof) and may include the amount and
type of such Indebtedness in one or more of the above clauses; provided, that, for
the avoidance of doubt, Indebtedness reclassified under Section 7.2(v) must be unsecured.
Furthermore, for purposes of this definition, the amount of any Indebtedness denominated in
any currency other than Dollars shall be calculated based on customary currency exchange
rates in effect, in the case of such Indebtedness incurred (in respect of term Indebtedness)
or committed (in respect of revolving Indebtedness), on the date that such Indebtedness was
incurred (in respect of term Indebtedness) or committed (in respect of revolving
Indebtedness); provided that if such Indebtedness is incurred to refinance other
Indebtedness denominated in a currency other than Dollars (or in a different currency from
the Indebtedness being refinanced), and such refinancing would cause the applicable
Dollar-denominated restriction to be exceeded if calculated at the relevant currency
exchange rate in effect on the date of such refinancing, such Dollar-denominated restriction
shall be deemed not to have been exceeded so long as the principal amount of such
refinancing Indebtedness does not exceed (i) the outstanding or committed principal amount,
as applicable, of such Indebtedness being refinanced plus (ii) the aggregate amount of fees,
underwriting discounts, premiums and other costs and expenses incurred in connection with
such refinancing.



7.3 Liens. Create, incur, assume or suffer to exist any Lien upon any of its
Property, whether now owned or hereafter acquired, except for:




(a) Liens for taxes not yet due or which are being contested in good faith by
appropriate proceedings; provided that adequate reserves with respect thereto are
maintained on the books of the Borrower or its Restricted Subsidiaries, as the case may be,
to the extent required by GAAP;




(b) landlords’, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or
other like Liens arising in the ordinary course of business which are not overdue for a
period of more than 60 days or that are being contested in good faith by appropriate
proceedings;




(c) pledges, deposits or statutory trusts in connection with workers’ compensation,
unemployment insurance and other social security legislation;




(d) deposits and other Liens to secure the performance of bids, government, trade and
other similar contracts (other than for borrowed money), leases, subleases, statutory
obligations, surety, judgment and appeal bonds, performance bonds and other obligations of a
like nature incurred in the ordinary course of business;




(e) encumbrances shown as exceptions in the title insurance policies insuring the
Mortgages, easements, zoning restrictions, rights-of-way, restrictions and other similar
encumbrances incurred in the ordinary course of business that, in the aggregate, do not
materially detract from the value of the Property subject thereto or materially interfere
with the ordinary conduct of the business of the Borrower or any of its Restricted
Subsidiaries;




(f) Liens (i) in existence on the Amendment and Restatement Effective Date listed on
Schedule 7.3(f) to this Agreement (or to the extent not listed on such Schedule 7.3(f),
where the fair market value of the Property to which such Lien is attached is less than
$7,500,000), (ii) securing Indebtedness permitted by Section 7.2(d) and (iii) created after
the Amendment and Restatement Effective Date in connection with any refinancing, refundings,
or renewals or extensions thereof permitted by Section 7.2(d); provided that no such
Lien is spread to cover any additional Property of the Borrower or any Restricted Subsidiary
after the Amendment and Restatement Effective Date and that the amount of Indebtedness
secured thereby is not increased;




(g) (i) Liens securing Indebtedness of the Borrower or any Restricted Subsidiary
incurred pursuant to Sections 7.2(c), 7.2(g), 7.2(j), 7.2(k), 7.2(r), 7.2(s), 7.2(t),
7.2(u), 7.2(w) and 7.2(aa); provided that (A)  in the case of any such Liens
securing Indebtedness pursuant to Sections 7.2(g) or 7.2(k), such Liens do not at any time
encumber any Property of the Borrower or any Subsidiary Guarantor, (B) in the case of any
such Liens securing Indebtedness incurred pursuant to Section 7.2(r), such Liens do not
encumber any Property other than cash paid to any such insurance company in respect of such
insurance and (C) in the case of any such Liens securing Indebtedness pursuant to Section
7.2(t), such Liens exist at the time that the relevant Person becomes a Restricted
Subsidiary and are not created in contemplation of or in connection with such Person
becoming a Restricted Subsidiary and (ii) any extension, refinancing, renewal or replacement
of the Liens described in clause (i) of this Section 7.3(g) in whole or in part;
provided that such extension, renewal or replacement shall be limited to all or a
part of the property which secured the Lien so extended, renewed or replaced (plus
improvements on such property, if any);




(h) Liens created pursuant to the Security Documents;




(i) Liens arising from judgments in circumstances not constituting an Event of Default
under Section 8.1(h);




(j) Liens on Property or assets acquired pursuant to an acquisition permitted under
Section 7.7 (and the proceeds thereof) or assets of a Restricted Subsidiary in existence at
the time such Restricted Subsidiary is acquired pursuant to an acquisition permitted under
Section 7.7 and not created in contemplation thereof and Liens created after the Amendment
and Restatement Effective Date in connection with any refinancing, refundings, or renewals
or extensions of the obligations secured thereby permitted hereunder, provided that
no such Lien is spread to cover any additional Property after the Amendment and Restatement
Effective Date and that the amount of Indebtedness secured thereby is not increased;




(k) (i) Liens on Property of Non-Guarantor Subsidiaries securing Indebtedness or other
obligations not prohibited by this Agreement to be incurred by such Non-Guarantor
Subsidiaries and (ii) Liens securing Indebtedness or other obligations of the Borrower or
any Subsidiary in favor of any Loan Party;




(l) receipt of progress payments and advances from customers in the ordinary course of
business to the extent same creates a Lien on the related inventory and proceeds thereof;




(m) Liens in favor of customs and revenue authorities arising as a matter of law to
secure the payment of customs duties in connection with the importation of goods;




(n) Liens arising out of consignment or similar arrangements for the sale by the
Borrower and its Restricted Subsidiaries of goods through third parties in the ordinary
course of business;




(o) Liens solely on any cash earnest money deposits made by the Borrower or any of its
Restricted Subsidiaries in connection with an Investment permitted by Section 7.7;




(p) Liens deemed to exist in connection with Investments permitted by Section 7.7(b)
that constitute repurchase obligations;




(q) Liens upon specific items of inventory or other goods and proceeds of the Borrower
or any of its Restricted Subsidiaries arising in the ordinary course of business securing
such Person’s obligations in respect of bankers’ acceptances and letters of credit issued or
created for the account of such Person to facilitate the purchase, shipment or storage of
such inventory or other goods;




(r) Liens on cash deposits securing any Hedge Agreement permitted hereunder;




(s) any interest or title of a lessor under any leases or subleases entered into by the
Borrower or any Restricted Subsidiary in the ordinary course of business and any financing
statement filed in connection with any such lease;




(t) Liens on cash, Cash Equivalents or Permitted Liquid Investments used to defease or
to satisfy and discharge Indebtedness, provided that such defeasance or satisfaction
and discharge is not prohibited hereunder;




(u) (i) Liens that are contractual rights of set-off (A) relating to the establishment
of depository relations with banks not given in connection with the issuance of
Indebtedness, (B) relating to pooled deposit or sweep accounts of the Borrower or any
Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in
the ordinary course of business of the Borrower and the Subsidiaries or (C) relating to
purchase orders and other agreements entered into with customers of the Borrower or any
Restricted Subsidiary in the ordinary course of business and (ii) other Liens securing cash
management obligations (that do not constitute Indebtedness) in the ordinary course of
business;




(v) Liens arising solely by virtue of any statutory or common law provision relating to
banker’s liens, rights of set-off or similar rights;




(w) Liens on Capital Stock in joint ventures securing obligations of such joint
venture;




(x) Liens on securities that are the subject of repurchase agreements constituting Cash
Equivalents or Permitted Liquid Investments;




(y) Liens securing obligations in respect of trade-related letters of credit permitted
under Section 7.2 and covering the goods (or the documents of title in respect of such
goods) financed by such letters of credit and the proceeds and products thereof;




(z) other Liens with respect to obligations that do not exceed the greater of (i)
$50,000,000 and (ii) the amount of 12.5% of Consolidated EBITDA, as of the end of the most
recently ended Test Period for which financial statements have been delivered pursuant to
Section 6.1, at any one time outstanding.



7.4 Fundamental Changes. Consummate any merger, consolidation or amalgamation, or
liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all
or substantially all of its Property or business, except that:




(a) (i) any Restricted Subsidiary may be merged, amalgamated or consolidated with or
into the Borrower (provided that the Borrower shall be the continuing or surviving
corporation) or (ii) any Restricted Subsidiary may be merged, amalgamated or consolidated
with or into any Subsidiary Guarantor (provided that (x) a Subsidiary Guarantor
shall be the continuing or surviving corporation or (y) simultaneously with such
transaction, the continuing or surviving corporation shall become a Subsidiary Guarantor and
the Borrower shall comply with Section 6.8 in connection therewith);




(b) any Non-Guarantor Subsidiary may be merged or consolidated with or into, or be
liquidated into, any other Non-Guarantor Subsidiary that is a Restricted Subsidiary;




(c) any Restricted Subsidiary may Dispose of all or substantially all of its assets
upon voluntary liquidation or otherwise to the Borrower or any Subsidiary Guarantor;




(d) any Non-Guarantor Subsidiary may Dispose of all or substantially all of its assets
(upon voluntary liquidation, dissolution, winding-up or otherwise) to any other
Non-Guarantor Subsidiary that is a Restricted Subsidiary;




(e) Dispositions permitted by Section 7.5 and any merger, dissolution, liquidation,
consolidation, investment or Disposition, the purpose of which is to effect a Disposition
permitted by Section 7.5 may be consummated;




(f) any Investment expressly permitted by Section 7.7 may be structured as a merger,
consolidation or amalgamation;




(g) the transactions contemplated under the Transaction Documents; and




(h) any Restricted Subsidiary may liquidate or dissolve if (i) the Borrower determines
in good faith that such liquidation or dissolution is in the best interest of the Borrower
and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted
Subsidiary is a Loan Party, any assets or business of such Restricted Subsidiary not
otherwise disposed of or transferred in accordance with Section 7.4 or 7.5 or, in the case
of any such business, discontinued, shall be transferred to, or otherwise owned or conducted
by, a Loan Party after giving effect to such liquidation or dissolution.



7.5 Dispositions of Property. Dispose of any of its owned Property (including,
without limitation, receivables) whether now owned or hereafter acquired, or, in the case of any
Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to
any Person, except:




(a) (i) the Disposition of surplus, obsolete or worn out Property in the ordinary
course of business, (ii) the sale of defaulted receivables in the ordinary course of
business, (iii) abandonment, cancellation or disposition of any Intellectual Property in the
ordinary course of business and (iv) sales, leases or other dispositions of inventory
determined by the management of the Borrower to be no longer useful or necessary in the
operation of the Business;




(b) (i) the sale of inventory or other property in the ordinary course of business,
(ii) the cross-licensing or licensing of Intellectual Property, in the ordinary course of
business and (iii) the contemporaneous exchange, in the ordinary course of business, of
Property for Property of a like kind, to the extent that the Property received in such
exchange is of a value equivalent to the value of the Property exchanged (provided
that after giving effect to such exchange, the value of the Property of the Borrower or any
Subsidiary Guarantor subject to Liens in favor of the Collateral Agent under the Security
Documents is not materially reduced);




(c) Dispositions permitted by Section 7.4;




(d) the sale or issuance of (i) any Subsidiary’s Capital Stock to the Borrower or any
Subsidiary Guarantor; provided that the sale or issuance of Capital Stock of an
Unrestricted Subsidiary to the Borrower or any Restricted Subsidiary is otherwise permitted
by Section 7.7, (ii) the Capital Stock of any Non-Guarantor Subsidiary that is a Restricted
Subsidiary to any other Non-Guarantor Subsidiary that is a Restricted Subsidiary and (iii)
the Capital Stock of any Subsidiary that is an Unrestricted Subsidiary to any other
Subsidiary that is an Unrestricted Subsidiary, in each case, including, without limitation,
in connection with any tax restructuring activities not otherwise prohibited hereunder;




(e) the Disposition of other assets for fair market value not to exceed $250,000,000 in
the aggregate; provided that (i) at least 75% of the total consideration for any
such Disposition received by the Borrower and its Restricted Subsidiaries is in the form of
cash, Cash Equivalents or Permitted Liquid Investments and (ii) the requirements of Section
2.12(b), to the extent applicable, are complied with in connection therewith;




(f) (i) any Recovery Event; provided that the requirements of Section 2.12(b)
are complied with in connection therewith and (ii) any event that would constitute a
Recovery Event but for the Dollar threshold set forth in the definition thereof;




(g) the leasing, occupancy agreements or sub-leasing of Property pursuant to the Merger
Documents or that would not materially interfere with the required use of such Property by
the Borrower or its Restricted Subsidiaries;




(h) the transfer for fair value of Property (including Capital Stock of Subsidiaries)
to another Person in connection with a joint venture arrangement with respect to the
transferred Property; provided that such transfer is permitted under Section 7.7(h),
(v) or (z);




(i) the sale or discount, in each case without recourse and in the ordinary course of
business, of overdue accounts receivable arising in the ordinary course of business, but
only in connection with the compromise or collection thereof consistent with customary
industry practice (and not as part of any bulk sale or financing of receivables);




(j) transfers of condemned Property as a result of the exercise of “eminent domain” or
other similar policies to the respective Governmental Authority or agency that has condemned
the same (whether by deed in lieu of condemnation or otherwise), and transfers of properties
that have been subject to a casualty to the respective insurer of such Property as part of
an insurance settlement;




(k) the Disposition of any Immaterial Subsidiary or any Unrestricted Subsidiary;




(l) the transfer of Property (including Capital Stock of Subsidiaries) of the Borrower
or any Guarantor to any Restricted Subsidiary for fair market value;




(m) the transfer of Property (i) by the Borrower or any Subsidiary Guarantor to the
Borrower or any other Subsidiary Guarantor or (ii) from a Non-Guarantor Subsidiary to
(A) the Borrower or any Subsidiary Guarantor for no more than fair market value or (B) any
other Non-Guarantor Subsidiary that is a Restricted Subsidiary;




(n) the sale of cash, Cash Equivalents or Permitted Liquid Investments in the ordinary
course of business;




(o) (i) Liens permitted by Section 7.3, (ii) Restricted Payments permitted by
Section 7.6, (iii) Investments permitted by Section 7.7 and (iv) sale and leaseback
transactions permitted by Section 7.10;




(p) Dispositions of Investments in joint ventures to the extent required by, or made
pursuant to, customary buy/sell arrangements between the joint venture parties set forth in
joint venture arrangements and similar binding arrangements; provided that the
requirements of Section 2.12(b), to the extent applicable, are complied with in connection
therewith; and




(q) Dispositions of Property between or among the Borrower and/or its Restricted
Subsidiaries as a substantially concurrent interim Disposition in connection with a
Disposition otherwise permitted pursuant to clauses (a) through (p) above.



7.6 Restricted Payments. Declare or pay any dividend on, or make any payment on
account of, or set apart assets for a sinking or other analogous fund for, the purchase,
redemption, defeasance, retirement or other acquisition of, any Capital Stock of the Borrower or
any Subsidiary, whether now or hereafter outstanding, or make any other distribution in respect
thereof, either directly or indirectly, whether in cash or Property or in obligations of the
Borrower or any Restricted Subsidiary, or enter into any derivatives or other transaction with any
financial institution, commodities or stock exchange or clearinghouse (a “Derivatives
Counterparty”) obligating the Borrower or any Restricted Subsidiary to make payments to such
Derivatives Counterparty as a result of any change in market value of any such Capital Stock
(collectively, “Restricted Payments”), except that:




(a) (i) any Restricted Subsidiary may make Restricted Payments to the Borrower or any
Subsidiary Guarantor and (ii) Non-Guarantor Subsidiaries may make Restricted Payments to
other Non-Guarantor Subsidiaries;




(b) provided that (i)(x) no Default or Event of Default is continuing or would
result therefrom and (y) the Consolidated Net Total Leverage Ratio shall not exceed 3.00 to
1.00, on a pro forma basis as of the end of the most recently ended Test
Period for which financial statements have been delivered pursuant to Section 6.1, both
immediately prior to and immediately after giving effect to such Restricted Payment, the
Borrower may make Restricted Payments in an aggregate amount not to exceed the Available
Amount, (ii)(x) no Default or Event of Default is continuing or would result therefrom and
(y) the Consolidated Net Total Leverage Ratio shall not exceed 2.00 to 1.00 on a pro
forma basis as of the end of the most recently ended Test Period for which financial
statements have been delivered pursuant to Section 6.1, both immediately prior to and
immediately after giving effect to such Restricted Payment, the Borrower may make unlimited
Restricted Payments;




(c) the Borrower may make Restricted Payments to Parent, Holdings or any Parent Company
that is a Subsidiary of Parent to permit Holdings or any Parent Company to pay (i) any taxes
which are due and payable by Holdings or any Parent Company, the Borrower and the Restricted
Subsidiaries as part of a consolidated group to the extent such taxes are directly
attributable to the income of the Borrower and any Subsidiaries (the “Borrower
Consolidated Group”), provided that the total amount of any payment pursuant to
this clause for any taxable period shall not exceed the amount that the Borrower
Consolidated Group would be required to pay in respect of Federal, state and local income
taxes for such period, determined by taking into account any available net operating loss
carryovers or other tax attributes of the Borrower Consolidated Group as if the Borrower
Consolidated Group filed a separate a consolidated, combined, unitary or affiliated income
tax return, less the amount of any such taxes payable directly by the Borrower Consolidated
Group, (ii) customary fees, salary, bonus, severance and other benefits payable to, and
indemnities provided on behalf of, their current and former officers and employees and
members of their Board of Directors, (iii) ordinary course corporate operating expenses and
other fees and expenses required to maintain its corporate existence, (iv) fees and expenses
to the extent permitted under clause (i) of the second sentence of Section 7.9, (v)
reasonable fees and expenses incurred in connection with any debt or equity offering by
Parent, Holdings or any Parent Company that is a Subsidiary of Parent, to the extent the
proceeds thereof are (or, in the case of an unsuccessful offering, were intended to be) used
for the benefit of the Borrower and the Restricted Subsidiaries, whether or not completed
and (vi) reasonable fees and expenses in connection with compliance with reporting
obligations under, or in connection with compliance with, federal or state laws or under
this Agreement or any other Loan Document;




(d) the Borrower may make Restricted Payments in the form of Capital Stock of the
Borrower;




(e) the Borrower or any Subsidiary may make Restricted Payments to, directly or
indirectly, purchase the Capital Stock of the Borrower, Holdings, Parent or any Parent
Company that is a Subsidiary of Parent from present or former officers, directors,
consultants, agents or employees (or their estates, trusts, family members or former
spouses) of Parent, Holdings, the Borrower or any Parent Company that is a Subsidiary of
Parent upon the death, disability, retirement or termination of the applicable officer,
director, consultant, agent or employee or pursuant to any equity subscription agreement,
stock option or equity incentive award agreement, shareholders’ or members’ agreement or
similar agreement, plan or arrangement; provided that the aggregate amount of
payments under this clause (e) in any fiscal year of the Borrower shall not exceed the sum
of (i) $20,000,000 in any fiscal year (but not exceeding $50,000,000 in the aggregate since
the Amendment and Restatement Effective Date), plus (ii) any proceeds received from
key man life insurance policies, plus (iii) any proceeds received by the Borrower,
Parent, Holdings or any Parent Company that is a Subsidiary of Parent during such fiscal
year from sales of the Capital Stock of Parent, Holdings, the Borrower or any Parent Company
that is a Subsidiary of Parent to directors, consultants, officers or employees of Parent,
Holdings, the Borrower or any Parent Company that is a Subsidiary of Parent in connection
with permitted employee compensation and incentive arrangements, plus (iv) the
amount of any bona fide cash bonuses otherwise payable to members of management, directors
or consultants of Holdings, any Parent Company, the Borrower or its Restricted Subsidiaries
in connection with the 2008 Transactions that are foregone in return for the receipt of
Capital Stock the fair market value of which is equal to or less than the amount of such
cash bonuses; provided that any Restricted Payments permitted (but not made)
pursuant to sub-clause (ii), (iii) or (iv) of this clause (e) in any prior fiscal year may
be carried forward to any subsequent calendar year, and provided, further,
that cancellation of Indebtedness owing to the Borrower or any Restricted Subsidiary by any
member of management of Holdings, Parent, any Parent Company that is a Subsidiary of Parent,
the Borrower or its Restricted Subsidiaries in connection with a repurchase of the Capital
Stock of the Borrower, Parent, Holdings or any Parent Company that is a Subsidiary of Parent
will not be deemed to constitute a Restricted Payment for purposes of this Section 7.6;




(f) noncash repurchases of Capital Stock deemed to occur upon exercise of stock options
or similar equity incentive awards if such Capital Stock represents a portion of the
exercise price of such options or similar equity incentive awards;




(g) the Borrower and its Restricted Subsidiaries may make Restricted Payments (i) to
consummate the 2008 Transactions (including any Restricted Payments contemplated by the
Merger Agreement) and (ii) without duplication of Restricted Payments made pursuant to the
immediately preceding subclause (i), to Parent, Holdings or any Parent Company that is a
Subsidiary of Parent in an amount not to exceed the Deferred Obligation Amount (as defined
in the Merger Agreement) under the Merger Agreement;




(h) the Borrower may make Restricted Payments to allow Parent, Holdings or any Parent
Company that is a Subsidiary of Parent to make payments in cash, in lieu of the issuance of
fractional shares, upon the exercise of warrants or upon the conversion or exchange of
Capital Stock of any such Person;




(i) so long as no Event of Default under Section 8.1(a) or 8.1(f) has occurred and is
continuing, the Borrower and its Restricted Subsidiaries may make Restricted Payments to
make payments provided for in the Management Agreement;




(j) to the extent constituting Restricted Payments, the Borrower and its Restricted
Subsidiaries may enter into and consummate transactions expressly permitted by any provision
of Sections 7.4, 7.5, 7.7 and 7.9;




(k) any non-wholly owned Restricted Subsidiary of the Borrower may declare and pay cash
dividends to its equity holders generally so long as the Borrower or its respective
Subsidiary which owns the equity interests in the Restricted Subsidiary paying such dividend
receives at least its proportional share thereof (based upon its relative holding of the
equity interests in the Restricted Subsidiary paying such dividends and taking into account
the relative preferences, if any, of the various classes of equity interest of such
Restricted Subsidiary);




(l) the Borrower may make Restricted Payments using any amounts placed in escrow in
connection with the 2008 Transactions;




(m) [Reserved];




(n) [Reserved];




(o) provided that no Default or Event of Default is continuing or would result
therefrom, other Restricted Payments in an amount not to exceed $50,000,000; and




(p) the Borrower may make Restricted Payments in connection with the Recapitalization
Transactions (including but not limited to Restricted Payments from time to time to, or to
permit Holdings or any Parent Company to make payments to, holders of outstanding stock
options in respect of adjustments to the outstanding stock options in connection with the
Recapitalization Transactions) in an amount not to exceed $650,000,000.



7.7 Investments. Make any advance, loan, extension of credit (by way of guaranty or
otherwise) or capital contribution to, or purchase any Capital Stock, bonds, notes, debentures or
other debt securities of, or all or substantially all of the assets constituting an ongoing
business from, or make any other similar investment in, any other Person (all of the foregoing,
“Investments”), except:




(a) (i) extensions of trade credit in the ordinary course of business and (ii)
purchases and acquisitions of inventory, supplies, materials and equipment or purchases of
contract rights or licenses or leases of Intellectual Property, in each case in the ordinary
course of business, to the extent such purchases and acquisitions constitute Investments;




(b) Investments in Cash Equivalents and Investments that were Cash Equivalents when
made;




(c) Investments arising in connection with (i) the incurrence of Indebtedness permitted
by Section 7.2 to the extent arising as a result of Indebtedness among Holdings, the
Borrower or any Restricted Subsidiary and Guarantee Obligations permitted by Section 7.2 and
payments made in respect of such Guarantee Obligations, (ii) the forgiveness or conversion
to equity of any Indebtedness permitted by Section 7.2 and (iii) guarantees by any Borrower
or any Restricted Subsidiary of operating leases (other than Capital Lease Obligations) or
of other obligations that do not constitute Indebtedness, in each case entered into in the
ordinary course of business;




(d) loans and advances to employees, consultants or directors of any Parent Company,
Holdings, the Borrower or any of its Restricted Subsidiaries in the ordinary course of
business in an aggregate amount (for Holdings, the Borrower and all Restricted Subsidiaries)
not to exceed $5,000,000 (excluding (for purposes of such cap) tuition advances, travel and
entertainment expenses, but including relocation expenses) at any one time outstanding;




(e) Investments (other than those relating to the incurrence of Indebtedness permitted
by Section 7.7(c)) by the Borrower or any of its Restricted Subsidiaries in the Borrower or
any Person that, prior to such Investment, is a Subsidiary Guarantor or is a Domestic
Subsidiary that becomes a Subsidiary Guarantor at the time of such Investment;




(f) (i) Permitted Acquisitions to the extent that any Person or Property acquired in
such acquisition becomes a Subsidiary Guarantor or a part of the Borrower or any Subsidiary
Guarantor or becomes (whether or not such Person is a wholly owned Subsidiary) a Subsidiary
Guarantor in the manner contemplated by Section 6.8(c) and (ii) other Permitted Acquisitions
in an aggregate purchase price in the case of this clause (ii) (other than purchase price
paid through the issuance of equity by Holdings or any Parent Company with the proceeds
thereof, including (A) (x) whether or not any equity is issued, capital contributions (other
than relating to Disqualified Capital Stock) and (y) equity issued to the seller) in an
aggregate amount not to exceed $100,000,000 plus (B) an amount equal to the
Available Amount; provided that after giving effect to any such Permitted
Acquisition 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;




(g) loans by the Borrower or any of its Restricted Subsidiaries to the employees,
officers or directors of Holdings, the Borrower or any of its Restricted Subsidiaries in
connection with management incentive plans; provided that such loans represent
cashless transactions pursuant to which such employees, officers or directors directly (or
indirectly through Parent) invest the proceeds of such loans in the Capital Stock of
Holdings;




(h) Investments by the Borrower and its Restricted Subsidiaries in joint ventures or
similar arrangements and Non-Guarantor Subsidiaries in an aggregate amount at any one time
outstanding (for the Borrower and all Restricted Subsidiaries), not to exceed the sum of
(A)  $50,000,000 plus (B) an amount equal to the Available Amount; provided,
that any Investment made for the purpose of funding a Permitted Acquisition permitted under
Section 7.7(f) shall not be deemed a separate Investment for the purposes of this clause
(h); provided, further, that no Investment may be made pursuant to this
clause (h) in any Unrestricted Subsidiary for the purpose of making a Restricted Payment
prohibited pursuant to Section 7.6;




(i) Investments (including debt obligations) received in the ordinary course of
business by the Borrower or any Restricted Subsidiary in connection with the bankruptcy or
reorganization of suppliers, customers and other Persons and in settlement of delinquent
obligations of, and other disputes with, suppliers, customers and other Persons arising out
of the ordinary course of business;




(j) Investments by any Non-Guarantor Subsidiary in any other Non-Guarantor Subsidiary;




(k) Investments in existence on, or pursuant to legally binding written commitments in
existence on, the Amendment and Restatement Effective Date and listed on Schedule 7.7 to
this Agreement and, in each case, any extensions or renewals thereof, so long as the amount
of any Investment made pursuant to this clause (k) is not increased at any time above the
amount of such Investment set forth on Schedule 7.7 to this Agreement;




(l) Investments of the Borrower or any Restricted Subsidiary under Hedge Agreements
permitted hereunder;




(m) Investments of any Person in existence at the time such Person becomes a Restricted
Subsidiary; provided that such Investment was not made in connection with or in
anticipation of such Person becoming a Restricted Subsidiary;




(n) [Reserved];




(o) consummation of the Merger Transactions pursuant to the Merger Documents and the
Company Reorganization;




(p) Subsidiaries of the Borrower may be established or created, if (i) to the extent
such new Subsidiary is a Domestic Subsidiary, the Borrower and such Subsidiary comply with
the provisions of Section 6.8(c) and (ii) to the extent such new Subsidiary is a Foreign
Subsidiary, the Borrower complies with the provisions of Section 6.8(d); provided
that, in each case, to the extent such new Subsidiary is created solely for the purpose of
consummating a merger transaction pursuant to an acquisition permitted by this Section 7.7,
and such new Subsidiary at no time holds any assets or liabilities other than any merger
consideration contributed to it contemporaneously with the closing of such merger
transactions, such new Subsidiary shall not be required to take the actions set forth in
Section 6.8(c) or 6.8(d), as applicable, until the respective acquisition is consummated (at
which time the surviving entity of the respective merger transaction shall be required to so
comply within ten Business Days or such longer period as the Administrative Agent shall
agree);




(q) Investments arising directly out of the receipt by the Borrower or any Restricted
Subsidiary of non-cash consideration for any sale of assets permitted under Section 7.5;
provided that such non-cash consideration shall in no event exceed 25% of the total
consideration received for such sale;




(r) Investments resulting from pledges and deposits referred to in Sections 7.3(c)
and (d);




(s) Investments consisting of the licensing or contribution of Intellectual Property
pursuant to joint marketing arrangements with other persons;




(t) any Investment in a Foreign Subsidiary to the extent such Investment is
substantially contemporaneously repaid in full with a dividend or other distribution from
such Foreign Subsidiary;




(u) Investments in the ordinary course of business consisting of UCC Article 3
endorsements for collection or deposit and UCC Article 4 customary trade arrangements with
customers consistent with past practices;




(v) additional Investments so long as the aggregate amount thereof outstanding at no
time exceeds the sum of (i) $50,000,000 plus (ii) an amount equal to the Available
Amount; provided that no Investment may be made pursuant to this clause (v) in any
Unrestricted Subsidiary for the purpose of making a Restricted Payment prohibited pursuant
to Section 7.6;




(w) advances of payroll payments to employees, or fee payments to directors or
consultants, in the ordinary course of business;




(x) Investments in Permitted Liquid Investments and Investments that were Permitted
Liquid Investments when made in an amount not to exceed $50,000,000 at any one time
outstanding;




(y) Investments constituting loans or advances by the Borrower to Holdings or a Parent
Company in lieu of Restricted Payments permitted pursuant to Section 7.6; and




(z) provided that (x) no Default or Event of Default is continuing or would
result therefrom and (y) the Consolidated Net Total Leverage Ratio shall not exceed 2.00 to
1.00 as of the end of the most recently ended Test Period for which financial statements
have been delivered pursuant to Section 6.1, on a pro forma basis,
immediately after giving effect to such Investment, any Investment.



It is further understood and agreed that for purposes of determining the value of any Investment
outstanding for purposes of this Section 7.7, such amount shall be deemed to be the amount of such
Investment when made, purchased or acquired less any returns on such Investment (not to exceed the
original amount invested). Notwithstanding the foregoing, no Investment in an Unrestricted
Subsidiary is permitted under this Section 7.7 unless such Investment is permitted pursuant to
clause (h), (v) or (z) above.



7.8 [RESERVED].



7.9 Transactions with Affiliates. Enter into any transaction, including, without
limitation, any purchase, sale, lease or exchange of Property, the rendering of any service or the
payment of any management, advisory or similar fees, with any Affiliate (other than Holdings, the
Borrower or any Restricted Subsidiary) unless such transaction is (a) otherwise not prohibited
under this Agreement and (b) upon fair and reasonable terms no less favorable to the Borrower or
such Restricted Subsidiary, as the case may be, than it would obtain in a comparable arm’s length
transaction with a Person that is not an Affiliate. Notwithstanding the foregoing, the Borrower
and its Restricted Subsidiaries may (i) pay to the Sponsor and its Affiliates fees, indemnities and
expenses pursuant to the Management Agreement and/or fees and expenses in connection with the
Merger Transactions and disclosed to the Administrative Agent prior to the Closing Date; (ii) enter
into any transaction with an Affiliate that is not prohibited by the terms of this Agreement to be
entered into by the Borrower or such Restricted Subsidiary with an Affiliate; (iii) make any
Restricted Payments contemplated by the Merger Agreement, and otherwise perform their obligations
under the Transaction Documents and (iv) without being subject to the terms of this Section 7.9,
enter into any transaction with any Person which is an Affiliate of Holdings only by reason of such
Person and Holdings having common directors. For the avoidance of doubt, this Section 7.9 shall
not apply to employment, benefits, compensation, bonus, retention and severance arrangements with,
and payments of compensation or benefits to or for the benefit of, current or former employees,
consultants, officers or directors of the Borrower or any of its Restricted Subsidiaries in the
ordinary course of business. For purposes of this Section 7.9, any transaction with any
Affiliate shall be deemed to have satisfied the standard set forth in clause (b) of the first
sentence hereof if such transaction is approved by a majority of the Disinterested Directors of the
Board of Directors of the Borrower or such Restricted Subsidiary, as applicable.
“Disinterested Director” shall mean, with respect to any Person and transaction, a member
of the Board of Directors of such Person who does not have any material direct or indirect
financial interest in or with respect to such transaction.



7.10 Sales and Leasebacks. Enter into any arrangement with any Person providing for
the leasing by the Borrower or any Restricted Subsidiary of real or personal Property which is to
be sold or transferred by the Borrower or any Restricted Subsidiary (a) to such Person or (b) to
any other Person to whom funds have been or are to be advanced by such Person on the security of
such Property or rental obligations of the Borrower or any Restricted Subsidiary, except for (i)
any such arrangement entered into in the ordinary course of business of the Borrower and its
Subsidiaries, (ii) sales or transfers by the Borrower or any Subsidiary Guarantor to the Borrower
or any other Subsidiary Guarantor, (iii) sales or transfers by any Non-Guarantor Subsidiary to any
other Non-Guarantor Subsidiary that is a Restricted Subsidiary and (iv) any such arrangement to the
extent that the fair market value of such Property does not exceed the greater of (i) $50,000,000
and (ii) the amount of 12.5% of Consolidated EBITDA, as of the end of the most recently ended Test
Period for which financial statements have been delivered pursuant to Section 6.1, in the aggregate
for all such arrangements.



7.11 Changes in Fiscal Periods. Permit the fiscal year of the Borrower to end on a
day other than March 31.



7.12 Negative Pledge Clauses. Enter into any agreement that prohibits or limits the
ability of the Borrower or any of its Restricted Subsidiaries to create, incur, assume or suffer to
exist any Lien upon any of its Property, whether now owned or hereafter acquired, to secure the
Obligations or, in the case of any Subsidiary Guarantor, its obligations under the Guarantee and
Collateral Agreement, other than:




(a) this Agreement and the other Loan Documents;




(b) any agreements governing Indebtedness and/or other obligations secured by a Lien
permitted by this Agreement (in which case, any prohibition or limitation shall only be
effective against the assets subject to such Liens permitted by this Agreement);




(c) software and other Intellectual Property licenses pursuant to which the Borrower or
such Restricted Subsidiary is the licensee of the relevant software or Intellectual
Property, as the case may be (in which case, any prohibition or limitation shall relate only
to the assets subject of the applicable license);




(d) Contractual Obligations incurred in the ordinary course of business and on
customary terms which limit Liens on the assets subject of the applicable Contractual
Obligation;




(e) any agreements regarding Indebtedness or other obligations of any Non-Guarantor
Subsidiary not prohibited under Section 7.2 (in which case, any prohibition or limitation
shall only be effective against the assets of such Non-Guarantor Subsidiary and its
Subsidiaries);




(f) prohibitions and limitations in effect on the Amendment and Restatement Effective
Date and listed on Schedule 7.12 to this Agreement;




(g) customary provisions contained in joint venture agreements and other similar
agreements applicable to joint ventures not prohibited by this Agreement;




(h) customary provisions restricting the subletting or assignment of any lease
governing a leasehold interest;




(i) customary restrictions and conditions contained in any agreement relating to any
Disposition of Property not prohibited hereunder;




(j) any agreement in effect at the time any Person becomes a Subsidiary, so long as
such agreement was not entered into in contemplation of such Person becoming a Subsidiary;




(k) restrictions imposed by applicable law;




(l) restrictions in any agreements or instruments relating to any Indebtedness
permitted to be incurred by this Agreement (i) that are consistent with prevailing market
practice for similar types of Indebtedness at the time such restrictions are incurred or
(ii) to which the Administrative Agent has not objected after having been afforded a period
of at least five Business Days to review such restrictions;




(m) restrictions in respect of Indebtedness secured by Liens permitted by Sections
7.3(g) and 7.3(z) relating solely to the assets or proceeds thereof secured by such
Indebtedness to the extent required to be so limited by such Sections; and




(n) customary provisions restricting assignment of any agreement entered into in the
ordinary course of business.



7.13 Clauses Restricting Subsidiary Distributions. Enter into any consensual
encumbrance or restriction on the ability of any Restricted Subsidiary to (a) make Restricted
Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any
Indebtedness owed to, the Borrower or any Restricted Subsidiary or (b) make Investments in the
Borrower or any Restricted Subsidiary, except for such encumbrances or restrictions existing under
or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with
respect to such Restricted Subsidiary imposed pursuant to an agreement that has been entered into
in connection with the Disposition of all or substantially all of the Capital Stock or assets of
such Restricted Subsidiary, (iii) customary net worth provisions contained in Real Property leases
entered into by the Borrower and its Restricted Subsidiaries, so long as the Borrower has
determined in good faith that such net worth provisions would not reasonably be expected to impair
the ability of the Borrower and its Restricted Subsidiaries to meet their ongoing obligations,
(iv) any restrictions contained in agreements related to Indebtedness of any Non-Guarantor
Subsidiary not prohibited under Section 7.2 (in which case such restriction shall relate only to
such Indebtedness and/or such Non-Guarantor Subsidiary and its Restricted Subsidiaries) or
Indebtedness secured by Liens permitted by Sections 7.3(g) and 7.3(z), (v) any restrictions
regarding licenses or sublicenses by the Borrower and its Restricted Subsidiaries of Intellectual
Property in the ordinary course of business (in which case such restriction shall relate only to
such Intellectual Property), (vi) Contractual Obligations incurred in the ordinary course of
business which include customary provisions restricting the assignment of any agreement relating
thereto, (vii) customary provisions contained in joint venture agreements and other similar
agreements applicable to joint ventures not prohibited by this Agreement, (viii) customary
provisions restricting the subletting or assignment of any lease governing a leasehold interest,
(ix) customary restrictions and conditions contained in any agreement relating to any Disposition
of Property not prohibited hereunder, (x) any agreement in effect at the time any Person becomes a
Restricted Subsidiary, so long as such agreement was not entered into in contemplation of such
Person becoming a Restricted Subsidiary and (xi) restrictions on cash or other deposits imposed by
customers under contracts entered into in the ordinary course of business.



7.14 Lines of Business. Enter into any business, either directly or through any of
its Restricted Subsidiaries, except for the Business or a business reasonably related thereto or
that are reasonable extensions thereof.



7.15 Limitation on Hedge Agreements. Enter into any Hedge Agreement other than Hedge
Agreements entered into in the ordinary course of business, and not for speculative purposes.



7.16 Changes in Jurisdictions of Organization; Name. In the case of any Loan Party,
change its name or change its jurisdiction of organization, in either case except upon prompt
written notice to the Collateral Agent and delivery to the Collateral Agent, of all additional
executed financing statements, financing change statements and other documents reasonably requested
by the Collateral Agent to maintain the validity, perfection and priority of the security interests
provided for in the Security Documents.



7.17 Limitation on Activities of Holdings. In the case of Holdings only,
notwithstanding anything to the contrary in this Agreement or any other Loan Document, Holdings
shall not, so long as the Commitments remain in effect, any Letter of Credit remains outstanding
(that has not been cash collateralized or backstopped, in each case on terms agreed to by the
Borrower and the applicable Issuing Lender) or any Loan or other amount is owing to any Lender or
any Agent hereunder (other than (a) contingent or indemnification obligations not then due and (b)
obligations in respect of Specified Hedge Agreements, Specified Foreign Currency L/C Agreements and
Cash Management Obligations): conduct, transact or otherwise engage in, or commit to conduct,
transact or otherwise engage in, any business or operations other than (i) those incidental to its
ownership of the Capital Stock of the Borrower and the Subsidiaries of the Borrower and those
incidental to Investments by or in Holdings permitted hereunder, (ii) activities incidental to the
maintenance of its existence and compliance with applicable laws and legal, tax and accounting
matters related thereto and activities relating to its employees, (iii) activities relating to the
performance of obligations under the Loan Documents to which it is a party or expressly permitted
thereunder, (iv) the making of Restricted Payments to the extent of Restricted Payments permitted
to be made to Holdings pursuant to Section 7.6, (v) the receipt of Restricted Payments permitted
under Section 7.6, (vi) those related to the 2008 Transactions and in connection with the Merger
Documents and other agreements contemplated thereby or hereby, (vii) to the extent that Section 7
expressly permits the Borrower or a Restricted Subsidiary to enter into a transaction with
Holdings, (viii) activities in connection with or in preparation for any debt or equity offering of
securities by Parent or any Subsidiary of Parent, (ix) the BAH Merger and (x) activities incidental
to the foregoing activities.



SECTION 8. EVENTS OF DEFAULT




8.1 Events of Default. If any of the following events shall occur and be continuing:




(a) The Borrower shall fail to pay (i) any principal of any Loan when due in accordance
with the terms hereof, (ii) any principal of any Reimbursement Obligation within three
Business Days after any such Reimbursement Obligation becomes due in accordance with the
terms hereof or (iii) any interest owed by it on any Loan or Reimbursement Obligation, or
any other amount payable by it hereunder or under any other Loan Document, within five
Business Days after any such interest or other amount becomes due in accordance with the
terms hereof; or




(b) Any representation or warranty made or deemed made by any Loan Party herein or in
any other Loan Document or that is contained in any certificate, document or financial or
other statement furnished by it at any time under or in connection with this Agreement or
any such other Loan Document, shall in either case prove to have been inaccurate in any
material respect and such inaccuracy is adverse to the Lenders on or as of the date made or
deemed made or furnished; or




(c) Any Loan Party shall default in the observance or performance of any agreement
contained in Section 6.7(a) or Section 7; or




(d) Any Loan Party shall default in the observance or performance of any other
agreement contained in this Agreement or any other Loan Document (other than as provided in
paragraphs (a) through (c) of this Section 8.1), and such default shall continue unremedied
for a period of 30 days after the earlier of the date that (x) such Loan Party receives from
the Administrative Agent or the Required Lenders notice of the existence of such default or
(y) a Responsible Officer of such Loan Party has knowledge thereof; or




(e) Holdings, the Borrower or any of its Restricted Subsidiaries shall (i) default in
making any payment of any principal of any Indebtedness for Borrowed Money (excluding the
Loans and Reimbursement Obligations) on the scheduled or original due date with respect
thereto; or (ii) default in making any payment of any interest on any such Indebtedness for
Borrowed Money beyond the period of grace, if any, provided in the instrument or agreement
under which such Indebtedness for Borrowed Money was created; or (iii) default in the
observance or performance of any other agreement or condition relating to any such
Indebtedness for Borrowed Money or contained in any instrument or agreement evidencing,
securing or relating thereto, or any other event of default shall occur, the effect of which
payment or other default or other event of default is to cause, or to permit the holder or
beneficiary of such Indebtedness (or a trustee or agent on behalf of such holder or
beneficiary) to cause, with the giving of notice if required, such Indebtedness for Borrowed
Money to become due prior to its Stated Maturity or to become subject to a mandatory offer
to purchase by the obligor thereunder or to become payable; provided that (A) a
default, event or condition described in this paragraph shall not at any time constitute an
Event of Default unless, at such time, one or more defaults or events of default of the type
described in this paragraph shall have occurred and be continuing with respect to
Indebtedness for Borrowed Money the outstanding principal amount of which individually
exceeds $40,000,000, and in the case of Indebtedness for Borrowed Money of the types
described in clauses (i) and (ii) of the definition thereof, with respect to such
Indebtedness which exceeds such amount either individually or in the aggregate and (B) this
paragraph (e) shall not apply to (i) secured Indebtedness that becomes due as a result of
the sale, transfer, destruction or other disposition of the Property or assets securing such
Indebtedness for Borrowed Money if such sale, transfer, destruction or other disposition is
not prohibited hereunder and under the documents providing for such Indebtedness or (ii) any
Guarantee Obligations except to the extent such Guarantee Obligations shall become due and
payable by any Loan Party and remain unpaid after any applicable grace period or period
permitted following demand for the payment thereof; or




(f) (i) Holdings, the Borrower or any of its Restricted Subsidiaries (other than any
Immaterial Subsidiary) shall commence any case, proceeding or other action (A) under any
existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy,
insolvency, reorganization or relief of debtors, seeking to have an order for relief entered
with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking
reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition
or other relief with respect to it or its debts, or (B) seeking appointment of a receiver,
trustee, custodian, conservator or other similar official for it or for all or any
substantial part of its assets, or Holdings, the Borrower or any of its Restricted
Subsidiaries (other than any Immaterial Subsidiary) shall make a general assignment for the
benefit of its creditors; or (ii) there shall be commenced against Holdings, the Borrower or
any of its Restricted Subsidiaries (other than any Immaterial Subsidiary) any case,
proceeding or other action of a nature referred to in clause (i) above that (A) results in
the entry of an order for relief or any such adjudication or appointment or (B) remains
undismissed, undischarged or unbonded for a period of 60 days; or (iii) there shall be
commenced against Holdings, the Borrower or any of its Restricted Subsidiaries (other than
any Immaterial Subsidiary) any case, proceeding or other action seeking issuance of a
warrant of attachment, execution, distraint or similar process against substantially all of
its assets that results in the entry of an order for any such relief that shall not have
been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry
thereof; or (iv) Holdings, the Borrower or any of its Restricted Subsidiaries (other than
any Immaterial Subsidiary) shall consent to or approve of, or acquiesce in, any of the acts
set forth in clause (i), (ii), or (iii) above; or (v) Holdings, the Borrower or any of its
Restricted Subsidiaries (other than any Immaterial Subsidiary) shall generally not, or shall
be unable to, or shall admit in writing its inability to, pay its debts as they become due;
or




(g) (i) Holdings, the Borrower or any of its Restricted Subsidiaries shall incur any
liability in connection with any “prohibited transaction” (as defined in Section 406 of
ERISA or Section 4975 of the Code) involving any Plan, (ii) a failure to meet the minimum
funding standards (as defined in Section 302(a) of ERISA), whether or not waived, shall
exist with respect to any Single Employer Plan or any Lien in favor of the PBGC or a Plan
shall arise on the assets of Holdings, the Borrower or any of its Restricted Subsidiaries,
(iii) a Reportable Event shall occur with respect to, or proceedings shall commence to have
a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any
Single Employer Plan, which Reportable Event or commencement of proceedings or appointment
of a trustee is reasonably likely to result in the termination of such Single Employer Plan
for purposes of Title IV of ERISA, (iv) any Single Employer Plan shall terminate in a
distress termination under Section 4041(c) of ERISA or in an involuntary termination by the
PBGC under Section 4042 of ERISA, (v) Holdings, the Borrower or any of its Restricted
Subsidiaries shall, or is reasonably likely to, incur any liability as a result of a
withdrawal from, or the Insolvency or Reorganization of, a Multiemployer Plan or (vi) any
other event or condition shall occur or exist with respect to a Plan or a Commonly
Controlled Plan; and in each case in clauses (i) through (vi) above, such event or
condition, together with all other such events or conditions, if any, could reasonably be
expected to result in a direct obligation of Holdings, the Borrower or any of its Restricted
Subsidiaries to pay money that could have a Material Adverse Effect; or




(h) One or more judgments or decrees shall be entered against Holdings, the Borrower or
any of its Restricted Subsidiaries (other than any Immaterial Subsidiary) involving for
Holdings, the Borrower and any such Restricted Subsidiaries taken as a whole a liability
(not paid or fully covered by third-party insurance or effective indemnity) of $40,000,000
(net of any amounts which are covered by insurance or an effective indemnity) or more, and
all such judgments or decrees shall not have been vacated, discharged, stayed or bonded
pending appeal within 30 days from the entry thereof; or




(i) (i) Any of the Security Documents shall cease, for any reason (other than by reason
of the express release thereof in accordance with the terms thereof) to be in full force and
effect or shall be asserted in writing by the Borrower or any Subsidiary Guarantor not to be
a legal, valid and binding obligation of any party thereto, (ii) any security interest
purported to be created by any Security Document and to extend to Collateral that is not
immaterial to the Borrower and its Restricted Subsidiaries on a consolidated basis shall
cease to be, or shall be asserted in writing by any Loan Party not to be, a valid and
perfected security interest (having the priority required by this Agreement or the relevant
Security Document) in the securities, assets or properties covered thereby, except to the
extent that (x) any such loss of perfection or priority results from limitations of foreign
laws, rules and regulations as they apply to pledges of Capital Stock in Foreign
Subsidiaries or the application thereof, or from the failure of the Collateral Agent to
maintain possession of certificates actually delivered to it representing securities pledged
under the Guarantee and Collateral Agreement or to file UCC continuation statements, (y)
such loss is covered by a lender’s title insurance policy and the Administrative Agent shall
be reasonably satisfied with the credit of such insurer or (z) any such loss of validity,
perfection or priority is the result of any failure by the Collateral Agent to take any
action necessary to secure the validity, perfection or priority of the liens or (iii) the
Guarantee Obligations pursuant to the Security Documents by any Loan Party of any of the
Obligations shall cease to be in full force and effect (other than in accordance with the
terms thereof), or shall be asserted in writing by any Loan Party not to be in effect or not
to be legal, valid and binding obligations; or




(j) (i) Parent shall cease to own, directly or indirectly, 100% of the Capital Stock of
Holdings; (ii) Holdings shall cease to own, directly or indirectly, 100% of the Capital
Stock of the Borrower; or (iii) for any reason whatsoever, (x) a majority of the Board of
Directors of Parent shall not be Continuing Directors or (y) any “person” or “group” (within
the meaning of Rule 13d-5 of the Securities Exchange Act of 1934 as in effect on the
Amendment and Restatement Effective Date, but excluding any employee benefit plan of such
person and its subsidiaries, and any person or entity acting in its capacity as trustee,
agent or other fiduciary or administrator of such plan, and excluding the Permitted
Investors) shall become the “beneficial owner” (within the meaning of Rule 13d-3 and 13d-5
of the Securities Exchange Act of 1934 as in effect on the Amendment and Restatement
Effective Date), directly or indirectly, of more than the greater of (x) 35% of the then
outstanding voting securities having ordinary voting power of Parent and (y) the percentage
of the then outstanding voting securities having ordinary voting power of Parent owned,
directly or indirectly, beneficially by the Permitted Investors (it being understood that if
any such person or group includes one or more Permitted Investors, the outstanding voting
securities having ordinary voting power of Parent directly or indirectly owned by the
Permitted Investors that are part of such person or group shall not be treated as being
owned by such person or group for purposes of determining whether this clause (y) is
triggered) (any of the foregoing, a “Change of Control”);



then, and in any such event, (A) if such event is an Event of Default specified in clause (i) or
(ii) of paragraph (f) above with respect to the Borrower, automatically the Commitments shall
immediately terminate and the Loans hereunder (with accrued interest thereon) and all other amounts
owing under this Agreement and the other Loan Documents shall immediately become due and payable,
and (B) if such event is any other Event of Default, either or both of the following actions may be
taken: (i) with the consent of the Required Lenders, the Administrative Agent may, or upon the
request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower declare
the Revolving Commitments to be terminated forthwith, whereupon the Revolving Commitments shall
immediately terminate; and (ii) with the consent of the Required Lenders, the Administrative Agent
may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the
Borrower, declare the Loans hereunder (with accrued interest thereon) and all other amounts owing
under this Agreement and the other Loan Documents to be due and payable forthwith, whereupon the
same shall immediately become due and payable. In the case of all Letters of Credit with respect
to which presentment for honor shall not have occurred at the time of an acceleration pursuant to
this paragraph, the Borrower shall at such time deposit in a cash collateral account opened by the
Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such
Letters of Credit. Amounts held in such cash collateral account shall be applied by the
Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused
portion thereof after all such Letters of Credit shall have expired or been backstopped or been
fully drawn upon, if any, shall be applied to repay other obligations of the Borrower hereunder and
under the other Loan Documents. After all such Letters of Credit shall have expired or been fully
drawn upon, all Reimbursement Obligations shall have been satisfied and all other obligations of
the Borrower then due and owing hereunder and under the other Loan Documents shall have been paid
in full, the balance, if any, in such cash collateral account shall be returned to the Borrower (or
such other Person as may be lawfully entitled thereto). Except as expressly provided above in this
Section 8.1 or otherwise in any Loan Document, presentment, demand and protest of any kind are
hereby expressly waived by Holdings and the Borrower.



SECTION 9. THE AGENTS




9.1 Appointment. Each Lender hereby irrevocably designates and appoints each Agent as
the agent of such Lender under the Loan Documents and each such Lender irrevocably authorizes each
Agent, in such capacity, to take such action on its behalf under the provisions of the applicable
Loan Documents and to exercise such powers and perform such duties as are expressly delegated to
such Agent by the terms of the applicable Loan Documents, together with such other powers as are
reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this
Agreement, the Agents shall not have any duties or responsibilities, except those expressly set
forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other
Loan Document or otherwise exist against the Agents.



9.2 Delegation of Duties. Each Agent may execute any of its duties under the
applicable Loan Documents by or through any of its branches, agents or attorneys-in-fact and shall
be entitled to advice of counsel concerning all matters pertaining to such duties. Neither Agent
shall be responsible for the negligence or misconduct of any agents or attorneys in-fact selected
by it with reasonable care.



9.3 Exculpatory Provisions. Neither any Agent nor any of their respective officers,
directors, employees, agents, attorneys-in-fact or Affiliates shall be (i) liable for any action
lawfully taken or omitted to be taken by it or such Person under or in connection with this
Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a
final and nonappealable decision of a court of competent jurisdiction to have resulted from its or
such Person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any
of the Lenders for any recitals, statements, representations or warranties made by any Loan Party
or any officer thereof contained in this Agreement or any other Loan Document or in any
certificate, report, statement or other document referred to or provided for in, or received by the
Agents under or in connection with, this Agreement or any other Loan Document or for the value,
validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other
Loan Document or for any failure of any Loan Party a party thereto to perform its obligations
hereunder or thereunder. The Agents shall not be under any obligation to any Lender to ascertain
or to inquire as to the observance or performance of any of the agreements contained in, or
conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or
records of any Loan Party.



9.4 Reliance by the Agents. The Agents shall be entitled to rely, and shall be fully
protected in relying, upon any instrument, writing, resolution, notice, consent, certificate,
affidavit, letter, telecopy, telex or teletype message, statement, order or other document or
conversation believed by it to be genuine and correct and to have been signed, sent or made by the
proper Person or Persons and upon advice and statements of legal counsel (including counsel to
Holdings), independent accountants and other experts selected by the Agents. The Agents may deem
and treat the payee of any Note as the owner thereof for all purposes unless a written notice of
assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent.
The Agents shall be fully justified in failing or refusing to take any action under the applicable
Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or,
if so specified by this Agreement, all Lenders or the Majority Facility Lenders in respect of any
Facility) as it deems appropriate or it shall first be indemnified to its satisfaction by the
Lenders against any and all liability and expense that may be incurred by it by reason of taking or
continuing to take any such action. The Agents shall in all cases be fully protected in acting, or
in refraining from acting, under the applicable Loan Documents in accordance with a request of the
Required Lenders (or, if so specified by this Agreement, all Lenders or the Majority Facility
Lenders in respect of any Facility), and such request and any action taken or failure to act
pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans.



9.5 Notice of Default. Neither Agent shall be deemed to have knowledge or notice of
the occurrence of any Default or Event of Default unless such Agent has received written notice
from a Lender, Holdings or the Borrower referring to this Agreement, describing such Default or
Event of Default and stating that such notice is a “notice of default.” In the event that an Agent
receives such a notice, such Agent shall give notice thereof to the Lenders. The Agents shall take
such action with respect to such Default or Event of Default as shall be reasonably directed by the
Required Lenders (or, if so specified by this Agreement, all Lenders or the Majority Facility
Lenders in respect of any Facility); provided that unless and until such Agent shall have
received such directions, such Agent may (but shall not be obligated to) take such action, or
refrain from taking such action, with respect to such Default or Event of Default as it shall deem
advisable in the best interests of the Lenders.



9.6 Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that
neither the Agents nor any of their respective officers, directors, employees, agents,
attorneys-in-fact or Affiliates have made any representations or warranties to it and that no act
by any Agent hereafter taken, including any review of the affairs of a Loan Party or any Affiliate
of a Loan Party, shall be deemed to constitute any representation or warranty by any Agent to any
Lender. Each Lender represents to the Agents that it has, independently and without reliance upon
any Agent or any other Lender, and based on such documents and information as it has deemed
appropriate, made its own appraisal of and investigation into the business, operations, Property,
financial and other condition and creditworthiness of the Loan Parties and their Affiliates and
made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender also
represents that it will, independently and without reliance upon any Agent or any other Lender, and
based on such documents and information as it shall deem appropriate at the time, continue to make
its own credit analysis, appraisals and decisions in taking or not taking action under the
applicable Loan Documents, and to make such investigation as it deems necessary to inform itself as
to the business, operations, Property, financial and other condition and creditworthiness of the
Loan Parties and their Affiliates. Except for notices, reports and other documents expressly
required to be furnished to the Lenders by the Agents hereunder, the Agents shall not have any duty
or responsibility to provide any Lender with any credit or other information concerning the
business, operations, Property, condition (financial or otherwise), prospects or creditworthiness
of any Loan Party or any Affiliate of a Loan Party that may come into the possession of either
Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.



9.7 Indemnification. The Lenders agree to indemnify each Agent and any Issuing Lender
in its capacity as such (to the extent not reimbursed by the Borrower and without limiting the
obligation of the Borrower to do so), ratably according to their respective Aggregate Exposure
Percentages in effect on the date on which indemnification is sought under this Section 9.7 (or, if
indemnification is sought after the date upon which the Commitments shall have terminated and the
Loans shall have been paid in full, ratably in accordance with such Aggregate Exposure Percentages
immediately prior to such date), from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind
whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on,
incurred by or asserted against such Agent or any Issuing Lender in any way relating to or arising
out of, the Commitments, this Agreement, any of the other Loan Documents or any documents
contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby
or any action taken or omitted by such Agent or any Issuing Lender under or in connection with any
of the foregoing; provided that no Lender shall be liable for the payment of any portion of
such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements that are found by a final and nonappealable decision of a court of
competent jurisdiction to have resulted from such Agent’s or any Issuing Lender’s gross negligence
or willful misconduct. The agreements in this Section 9.7 shall survive the payment of the Loans
and all other amounts payable hereunder.



9.8 Agent in Its Individual Capacity. Each Agent and its Affiliates may make loans
to, accept deposits from and generally engage in any kind of business with any Loan Party as though
such Agent were not an Agent. With respect to its Loans made or renewed by it and with respect to
any Letter of Credit issued or participated in by it, each Agent shall have the same rights and
powers under the applicable Loan Documents as any Lender and may exercise the same as though it
were not an Agent, and the terms “Lender” and “Lenders” shall include each Agent in its individual
capacity.



9.9 Successor Agents.



(a) Any Agent may resign upon 30 days’ notice to the Lenders, the Borrower and the other Agent
effective upon appointment of a successor Agent. Upon receipt of any such notice of resignation,
the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which
successor agent shall (unless an Event of Default under Section 8.1(a) or Section 8.1(f) with
respect to the Borrower shall have occurred and be continuing) be subject to approval by the
Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor
agent shall succeed to the rights, powers and duties of such retiring Agent, and the retiring
Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or
deed on the part of such retiring Agent or any of the parties to this Agreement or any holders of
the Loans. If no successor Agent shall have been so appointed by the Required Lenders with such
consent of the Borrower and shall have accepted such appointment within 30 days after the retiring
Agent’s giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders and
with the consent of the Borrower (such consent not to be unreasonably withheld or delayed), appoint
a successor Agent, that shall be a bank that has an office in New York, New York with a combined
capital and surplus of at least $500,000,000. After any retiring Agent’s resignation as Agent, the
provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be
taken by it while it was Agent under this Agreement and the other Loan Documents.



(b) If at any time either the Borrower or the Required Lenders determine that any Person
serving as an Agent is a Defaulting Lender, the Borrower by notice to the Lenders and such Person
or the Required Lenders by notice to the Borrower and such Person may remove such Person as an
Agent. If such Person is removed as an Agent, the Required Lenders shall appoint from among the
Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default
under Section 8.1(a) or Section 8.1(f) with respect to the Borrower shall have occurred and be
continuing) be subject to approval by the Borrower (which approval shall not be unreasonably
withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties
of such retiring Agent, and the retiring Agent’s rights, powers and duties as Agent shall be
terminated, without any other or further act or deed on the part of such retiring Agent or any of
the parties to this Agreement or any holders of the Loans. Such removal will, to the fullest
extent permitted by applicable law, be effective on the date a replacement Agent is appointed.



9.10 Authorization to Release Liens and Guarantees. The Agents are hereby irrevocably
authorized by each of the Lenders to effect any release or subordination of Liens or Guarantee
Obligations contemplated by Section 10.15.



9.11 Joint Bookrunners and Documentation Agent. None of the Joint Bookrunners or the
Documentation Agent shall have any duties or responsibilities hereunder in their respective
capacities as such.



SECTION 10. MISCELLANEOUS




10.1 Amendments and Waivers. (a) Subject to Section 2.25, neither this Agreement,
any other Loan Document, nor any terms hereof or thereof may be amended, supplemented or modified
except in accordance with the provisions of this Section 10.1. The Required Lenders and each Loan
Party party to the relevant Loan Document may, or, with the written consent of the Required
Lenders, the Agents and each Loan Party party to the relevant Loan Document may, from time to time,
(a) enter into written amendments, supplements or modifications hereto and to the other Loan
Documents for the purpose of adding any provisions to this Agreement or the other Loan Documents or
changing in any manner the rights or obligations of the Agents, the Swingline Lender, the Issuing
Lenders, the Lenders or of the Loan Parties or their Subsidiaries hereunder or thereunder or (b)
waive, on such terms and conditions as the Required Lenders or the Agents may specify in such
instrument, any of the requirements of this Agreement or the other Loan Documents or any Default or
Event of Default and its consequences; provided, however, that no such waiver and
no such amendment, supplement or modification shall (i) forgive or reduce the principal amount or
extend the final scheduled date of maturity of any Loan, extend the scheduled date or reduce the
amount of any amortization payment in respect of any Term Loan, reduce the stated rate of any
interest, fee or premium payable hereunder (except (A) in connection with the waiver of
applicability of any post-default increase in interest rates (which waiver shall be effective with
the consent of the Required Lenders) and (B) that any amendment or modification of defined terms
used in the financial ratios in this Agreement shall not constitute a reduction in the rate of
interest or fees for purposes of this clause (i)) or extend the scheduled date of any payment
thereof, or increase the amount or extend the expiration date of any Lender’s Commitment, in each
case without the written consent of each Lender directly and adversely affected thereby;
(ii) amend, modify or waive any provision of paragraph (a) of this Section 10.1 without the written
consent of all Lenders; (iii) reduce any percentage specified in the definition of Required
Lenders, consent to the assignment or transfer by the Borrower of any of its rights and obligations
under this Agreement and the other Loan Documents, release all or substantially all of the
Collateral or release all or substantially all of the Guarantors from their obligations under the
Guarantee and Collateral Agreement, in each case without the written consent of all Lenders (other
than to the extent permitted by Section 7.4); (iv) amend, modify or waive any provision of
paragraph (a) or (c) of Section 2.18 without the written consent of all Lenders adversely affected
thereby; (v) amend, modify or waive any provision of paragraph (b) of Section 2.18 without the
written consent of the Majority Facility Lenders in respect of each Facility adversely affected
thereby; (vi) reduce the percentage specified in the definition of Majority Facility Lenders with
respect to any Facility without the written consent of all Lenders under such Facility;
(vii) amend, modify or waive any provision of Section 9 without the written consent of the Agents;
(viii) amend, modify or waive any provision of Section 2.6 or 2.7 with respect to Swingline Loans
without the written consent of the Swingline Lender; (ix) amend, modify or waive any provision of
Section 3 without the written consent of the Issuing Lenders; or (x) amend the definition of
“Change of Control” or amend, modify or waive the provisions of Section 8.1(j) without the written
consent of Lenders holding more than 66-2/3% of the sum of (x) the aggregate unpaid principal
amount of the Term Loans then outstanding and (y) the Revolving Commitments then in effect or, if
the Revolving Commitments have been terminated, the Revolving Extensions of Credit then
outstanding. Any such waiver and any such amendment, supplement or modification shall apply
equally to each of the Lenders and shall be binding upon the Loan Parties, the Lenders, the Agents
and all future holders of the Loans. In the case of any waiver, the Loan Parties, the Lenders and
the Agents shall be restored to their former position and rights hereunder and under the other Loan
Documents, and any Default or Event of Default waived shall be deemed to be cured and not
continuing unless limited by the terms of such waiver; but no such waiver shall extend to any
subsequent or other Default or Event of Default, or impair any right consequent thereon.



(b) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated)
with the written consent of the Required Lenders, the Agents, Holdings and the Borrower (a) to add
one or more additional credit facilities to this Agreement (it being understood that no Lender
shall have any obligation to provide or to commit to provide all or any portion of any such
additional credit facility) and to permit the extensions of credit from time to time outstanding
thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of
this Agreement and the other Loan Documents with the Term Loans and Revolving Extensions of Credit
and the accrued interest and fees in respect thereof and (b) to include appropriately, after the
effectiveness of any such amendment (or amendment and restatement), the Lenders holding such credit
facilities in any determination of the Required Lenders and Majority Facility Lenders, as
applicable.



(c) In addition, notwithstanding the foregoing, this Agreement may be amended with the written
consent of the Agents, Holdings, the Borrower and the Lenders providing the relevant Replacement
Term Loans (as defined below) to permit the refinancing of all outstanding Term Loans of any
Tranche (“Refinanced Term Loans”) with a replacement term loan tranche hereunder
(“Replacement Term Loans”); provided that (i) the aggregate principal amount of
such Replacement Term Loans shall not exceed the aggregate principal amount of such Refinanced Term
Loans (plus accrued interest, fees, discounts, premiums and expenses), (ii) the Applicable Margin
for such Replacement Term Loans shall not be higher than the Applicable Margin for such Refinanced
Term Loans, (iii) the weighted average life to maturity of such Replacement Term Loans shall not be
shorter than the weighted average life to maturity of such Refinanced Term Loans at the time of
such refinancing and (iv) all other terms applicable to such Replacement Term Loans shall be
substantially identical to, or less favorable to the Lenders providing such Replacement Term Loans
than, those applicable to such Refinanced Term Loans, except to the extent necessary to provide for
covenants and other terms applicable to any period after the latest final maturity of the Term
Loans in effect immediately prior to such refinancing.



(d) In addition, notwithstanding the foregoing, this Agreement may be amended with the written
consent of the Agents, Holdings, the Borrower and the Lenders providing the relevant Replacement
Revolving Commitments (as defined below) to permit the refinancing of all outstanding Revolving
Commitments of any Tranche (“Refinanced Revolving Commitments”) with a replacement
revolving tranche hereunder (“Replacement Revolving Commitments”); provided that
(i) the aggregate amount of such Replacement Revolving Commitments shall not exceed the aggregate
amount of such Refinanced Revolving Commitments, (ii) the maturity date or commitment termination
date of such Replacement Revolving Commitments shall not be earlier than the maturity date or
commitment termination date of such Refinanced Revolving Commitments at the time of such
refinancing and (iii) all other terms applicable to such Replacement Revolving Commitments shall be
substantially identical to, or less favorable to the Lenders providing such Replacement Revolving
Commitments than, those applicable to such Refinanced Revolving Commitments, except to the extent
necessary to provide for covenants and other terms applicable to any period after the final
maturity of the Term Loans in effect immediately prior to such refinancing. Any New Revolving
Loans and Replacement Revolving Commitments that have the same terms shall constitute a single
Tranche hereunder, and for the avoidance of doubt the Borrower may refinance Refinanced Revolving
Commitments with Replacement Revolving Commitments concurrently with the establishment of New
Revolving Loans hereunder.



(e) In addition, notwithstanding anything to the contrary herein:




(i) The Borrower may, by written notice to the Administrative Agent from time to time,
make one or more offers (each, a “Loan Modification Offer”) to all of the Revolving
Lenders or Tranche B Term Lenders, as applicable, to make one or more amendments or
modifications to (A) allow the maturity and scheduled amortization of the Loans and/or
Commitments of the Accepting Lenders (as defined below) to be extended and (B) increase the
Applicable Margins and/or Applicable Commitment Fee Rate payable with respect to the Loans
and Commitments of the Accepting Lenders (“Permitted Amendments”) pursuant to
procedures reasonably specified by the Administrative Agent and reasonably acceptable to the
Borrower. Such notice shall set forth (i) the terms and conditions of the requested
Permitted Amendment and (ii) the date on which such Permitted Amendment is requested to
become effective. Permitted Amendments shall become effective only with respect to the
Loans and/or Commitments of the Lenders that accept the applicable Loan Modification Offer
(such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender,
only with respect to such Lender’s Loans and/or Commitments as to which such Lender’s
acceptance has been made. The Borrower, each Loan Party and each Accepting Lender shall
execute and deliver to the Administrative Agent an agreement containing the terms of the
Permitted Amendments (a “Loan Modification Agreement”) and such other documentation
as the Administrative Agent shall reasonably specify to evidence the acceptance of the
Permitted Amendments and the terms and conditions thereof. The Administrative Agent shall
promptly notify each Lender as to the effectiveness of each Loan Modification Agreement.
Each of the parties hereto hereby agrees that, upon the effectiveness of any Loan
Modification Agreement, this Agreement shall be deemed amended to the extent (but only to
the extent) necessary to reflect the existence and terms of the Permitted Amendment
evidenced thereby and only with respect to the Loans and Commitments of the Accepting
Lenders as to which such Lenders’ acceptance has been made.




(ii) Any amendment or waiver of any provision of this Agreement or any other Loan
Document, or consent to any departure by any Loan Party therefrom, that by its express terms
amends or modifies the rights or duties under this Agreement or such other Loan Document of
Lenders under a particular Facility (but not Lenders under any other Facility) and that
would require Required Lender approval under Section 10.1 may be effected by an agreement or
agreements in writing signed by the Company or the applicable Loan Party, as the case may
be, and the Majority Facility Lenders under each affected Facility as if all such affected
Lenders under the applicable Facility were the only Lenders hereunder at the time.



(f) Furthermore, notwithstanding the foregoing, if following the Closing Date, the
Administrative Agent and the Borrower shall have jointly identified an obvious error or any error
or omission of a technical or immaterial nature, in each case, in any provision of this Agreement
or any other Loan Document, then the Administrative Agent and the Borrower shall be permitted to
amend such provision and such amendment shall become effective without any further action or
consent of any other party to this Agreement or any other Loan Document if the same is not objected
to in writing by the Required Lenders within five Business Days following receipt of notice
thereof; it being understood that posting such amendment electronically on IntraLinks/IntraAgency
or another relevant website with notice of such posting by the Administrative Agent to the Required
Lenders shall be deemed adequate receipt of notice of such amendment.



(g) Furthermore, notwithstanding the foregoing, this Agreement may be amended, supplemented or
otherwise modified in accordance with Section 10.16.



10.2 Notices. (a) All notices, requests and demands to or upon the respective
parties hereto to be effective shall be in writing (including by telecopy), and, unless otherwise
expressly provided herein, shall be deemed to have been duly given or made when delivered, or three
Business Days after being deposited in the mail, postage prepaid, or, in the case of telecopy
notice, when received, addressed as follows in the case of Holdings, the Borrower, the Agents, and
as set forth in an administrative questionnaire delivered to the Administrative Agent in the case
of the Lenders, or to such other address as may be hereafter notified by the respective parties
hereto:



	 	 	 
	Holdings:
	 	Booz Allen Hamilton Investor Corporation

c/o Booz Allen Hamilton Inc.

8283 Greensboro Drive

McLean VA 22102

Attention: Sam Strickland

Telecopy: (703) 902-3011

Telephone: (703) 902-4700

in each case with a copy to:

	 	 	The Carlyle Group

1001 Pennsylvania Avenue, NW

Washington, DC 20004

Attention: Ian Fujiyama

Telecopy: (202) 347-9250

Telephone: (202) 729-5426

	With a copy to:
	 	Debevoise & Plimpton LLP

919 Third Avenue

New York, NY 10022

Attention: Jeffrey E. Ross

Telecopy: (212) 521-7643

Telephone: (212) 909-6643

	The Borrower:
	 	Booz Allen Hamilton Inc.

8283 Greensboro Drive

McLean VA 22102

Attention: Sam Strickland

Telecopy: (703) 902-3011

Telephone: (703) 902-4700

in each case with a copy to:

	 	 	The Carlyle Group

1001 Pennsylvania Avenue, NW

Washington, DC 20004

Attention: Ian Fujiyama

Telecopy: (202) 347-9250

Telephone: (202) 729-5426

	With a copy to:
	 	Debevoise & Plimpton LLP

919 Third Avenue

New York, NY 10022

Attention: Jeffrey E. Ross

Telecopy: (212) 521-7643

Telephone: (212) 909-6643

	Agents:
	 	Credit Suisse AG

One Madison Avenue, New York, NY 10010

Attention: Agency Manager

Telecopy: (212) 322-2291

Email: agency.loanops@credit-suisse.com

	With a copy to:
	 	Cravath Swaine & Moore LLP

825 Eighth Avenue

New York, NY 10019

Attention: Michael Goldman

Email: mgoldman@cravath.com







provided that any notice, request or demand to or upon the Agents, the Lenders, Holdings or
the Borrower shall not be effective until received.



(b) Notices and other communications to the Lenders hereunder may be delivered or furnished by
electronic communications pursuant to procedures approved by the Administrative Agent;
provided that the foregoing shall not apply to notices pursuant to Section 2 unless
otherwise agreed by the Administrative Agent and the applicable Lender. The Agents, Holdings or
the Borrower may, in its discretion, agree to accept notices and other communications to it
hereunder by electronic communications pursuant to procedures approved by it; provided that
approval of such procedures may be limited to particular notices or communications.



10.3 No Waiver; Cumulative Remedies. No failure to exercise and no delay in
exercising, on the part of any Agent or any Lender, any right, remedy, power or privilege hereunder
or under the other Loan Documents shall operate as a waiver thereof; nor shall any single or
partial exercise of any right, remedy, power or privilege hereunder preclude any other or further
exercise thereof or the exercise of any other right, remedy, power or privilege. The rights,
remedies, powers and privileges herein provided are cumulative and not exclusive of any rights,
remedies, powers and privileges provided by law.



10.4 Survival of Representations and Warranties. All representations and warranties
made hereunder, in the other Loan Documents and in any document, certificate or statement delivered
pursuant hereto or in connection herewith shall survive the execution and delivery of this
Agreement and the making of the Loans and other extensions of credit hereunder.



10.5 Payment of Expenses; Indemnification. Except with respect to Taxes which are
addressed in Section 2.20, the Borrower agrees (a) to pay or reimburse each Agent for all of its
reasonable and documented out-of-pocket costs and expenses incurred in connection with the
syndication of the Facilities (other than fees payable to syndicate members) and the development,
preparation, execution and delivery of this Agreement and the other Loan Documents and any other
documents prepared in connection herewith or therewith and any amendment, supplement or
modification thereto, and, as to the Agents only, the administration of the transactions
contemplated hereby and thereby, including, without limitation, the reasonable fees and
disbursements and other charges of a single firm of counsel to the Agents (plus one firm of special
regulatory counsel and one firm of local counsel per material jurisdiction as may reasonably be
necessary in connection with collateral matters) in connection with all of the foregoing, (b) to
pay or reimburse each Lender and each Agent for all their reasonable and documented out-of-pocket
costs and expenses incurred in connection with the enforcement of any rights under this Agreement,
the other Loan Documents and any such other documents, including, without limitation, the
documented fees and disbursements of a single firm of counsel and, if necessary, a single firm of
special regulatory counsel and a single firm of local counsel per material jurisdiction as may
reasonably be necessary, for the Agents and the Lenders, taken as a whole, and (c) to pay,
indemnify or reimburse each Lender, each Agent, each Issuing Lender, each Lead Arranger, each Joint
Bookrunner and their respective Affiliates, and their respective partners that are natural persons,
members that are natural persons, officers, directors, employees, trustees, advisors, agents and
controlling Persons (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and
against any and all other liabilities, obligations, losses, damages, penalties, costs, expenses or
disbursements arising out of any actions, judgments or suits of any kind or nature whatsoever,
arising out of or in connection with any claim, action or proceeding relating to or otherwise with
respect to the execution, delivery, enforcement, performance and administration of this Agreement,
the other Loan Documents and any such other documents, including, without limitation, any of the
foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or
liability under, any Environmental Law applicable to the operations of the Borrower, any of its
Subsidiaries or any of the Properties and the fees and disbursements and other charges of legal
counsel in connection with claims, actions or proceedings by any Indemnitee against Holdings or the
Borrower hereunder (all the foregoing in this clause (c), collectively, the “Indemnified
Liabilities”); provided that, neither Holdings nor the Borrower shall have any
obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such
Indemnified Liabilities are found by a court of competent jurisdiction (or settlement tantamount
thereto) to have resulted from (i) the gross negligence, bad faith, willful misconduct or material
breach of the Loan Documents of such Indemnitee or its Related Persons, (ii) a material breach of
the Loan Documents by such Indemnitee or its Related Persons or (iii) disputes solely among
Indemnitees or their Related Persons (it being understood that this clause (iii) shall not apply to
the indemnification of an Agent or Lead Arranger in a suit involving an Agent or Lead Arranger in
its capacity as such). For purposes hereof, a “Related Person” of an Indemnitee means (i) if the
Indemnitee is any Agent or any of its Affiliates or their respective partners that are natural
persons, members that are natural persons, officers, directors, employees, agents and controlling
Persons, any of such Agent and its Affiliates and their respective officers, directors, employees,
agents and controlling Persons, and (ii) if the Indemnitee is any Lender or any of its Affiliates
or their respective partners that are natural persons, members that are natural persons, officers,
directors, employees, agents and controlling Persons, any of such Lender and its Affiliates and
their respective officers, directors, employees, agents and controlling Persons. All amounts due
under this Section 10.5 shall be payable promptly after receipt of a reasonably detailed invoice
therefor. Statements payable by the Borrower pursuant to this Section 10.5 shall be submitted to
the Borrower at the address thereof set forth in Section 10.2, or to such other Person or address
as may be hereafter designated by the Borrower in a written notice to the Administrative Agent.
The agreements in this Section 10.5 shall survive repayment of the Obligations.



10.6 Successors and Assigns; Participations and Assignments. (a)  The provisions of
this Agreement shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns permitted hereby (including any Affiliate of any Issuing Lender
that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise
transfer any of its rights or obligations hereunder without the prior written consent of each
Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null
and void) and (ii) subject to Section 2.24, no Lender may assign or otherwise transfer its rights
or obligations hereunder except in accordance with this Section 10.6.



(b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may, in
compliance with applicable law, assign (other than to any Disqualified Institution or a natural
person) to one or more assignees (each, an “Assignee”), all or a portion of its rights and
obligations under this Agreement (including all or a portion of its Commitments and the Loans at
the time owing to it) with the prior written consent (such consent not to be unreasonably withheld
or delayed) of:




(A) the Borrower; provided that no consent of the Borrower shall be required
for an assignment of (x) Term Loans to a Lender, an Affiliate of a Lender, an Approved Fund
(as defined below), and (y) Revolving Loans to a Revolving Lender (other than a Defaulting
Lender), or, in each case if an Event of Default under Section 8.1(a) or 8.1(f) has occurred
and is continuing, any other Person and provided further, that a consent under this
clause (A) shall be deemed given if the Borrower shall not have objected in writing to a
proposed assignment within ten Business Days after receipt by it of a written notice thereof
from the Administrative Agent; and




(B) the Administrative Agent; provided that no consent of the Administrative
Agent shall be required for an assignment to a Lender, an Affiliate of a Lender or an
Approved Fund or; and




(C) in the case of an assignment under the Revolving Facility, each Issuing Lender and
the Swingline Lender.



(ii) Subject to Section 2.24, assignments shall be subject to the following additional
conditions:




(A) except in the case of an assignment to a Lender, an Affiliate of a Lender or an
Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s
Commitments or Loans under any Facility, the amount of the Commitments or Loans of the
assigning Lender subject to each such assignment (determined as of (I) the date the
Assignment and Assumption with respect to such assignment is delivered to the Administrative
Agent or (II) if earlier, the “trade date” (if any) specified in such Assignment and
Assumption) shall not be less than (x) $5,000,000, in the case of the Revolving Facility or
(y) $1,000,000, in the case of the Tranche A Term Facility or the Tranche B Term Facility,
unless the Borrower and the Administrative Agent otherwise consent; provided that
(1) no such consent of the Borrower shall be required if an Event of Default under
Section 8.1(a) or 8.1(f) has occurred and is continuing and (2) such amounts shall be
aggregated in respect of each Lender and its Affiliates or Approved Funds, if any;




(B) the parties to each assignment shall execute and deliver to the Administrative
Agent an Assignment and Assumption via an electronic settlement system acceptable to the
Administrative Agent and the Borrower (or, at the Borrower’s request, manually) together
with a processing and recordation fee of $3,500 (which fee may be waived or reduced in the
sole discretion of the Administrative Agent); provided that only one such fee shall
be payable in the case of contemporaneous assignments to or by two or more related Approved
Funds; and




(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative
Agent an administrative questionnaire and all applicable tax forms.



For the purposes of this Section 10.6, “Approved Fund” means any Person (other than a
natural person) that is engaged in making, purchasing, holding or investing in bank loans and
similar extensions of credit in the ordinary course and that is administered or managed by (a) a
Lender, (b) an Affiliate of a Lender or (c) (i) an entity or an Affiliate of an entity that
administers or manages a Lender or (ii) an entity or an Affiliate of an entity that is the
investment advisor to a Lender. Notwithstanding the foregoing, no Lender shall be permitted to
make assignments under this Agreement to any Disqualified Institutions.




(iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) below,
from and after the effective date specified in each Assignment and Assumption the Assignee
thereunder shall be a party hereto and, to the extent of the interest assigned by such
Assignment and Assumption, have the rights and obligations of a Lender under this Agreement,
and the assigning Lender thereunder shall, to the extent of the interest assigned by such
Assignment and Assumption, be released from its obligations under this Agreement (and, in
the case of an Assignment and Assumption covering all of the assigning Lender’s rights and
obligations under this Agreement, such Lender shall cease to be a party hereto but shall
continue to be subject to the obligations under and entitled to the benefits of
Sections 2.19, 2.20, 2.21, 10.5 and 10.14). Any assignment or transfer by a Lender of
rights or obligations under this Agreement that does not comply with this Section 10.6 shall
be treated for purposes of this Agreement as a sale by such Lender of a participation in
such rights and obligations in accordance with paragraph (c) of this Section 10.6 (and will
be required to comply therewith).




(iv) The Administrative Agent, acting for this purpose as an agent of the Borrower,
shall maintain at one of its offices a copy of each Assignment and Assumption delivered to
it and a register for the recordation of the names and addresses of the Lenders, and the
Commitments of, and principal amount of the Loans and L/C Obligations owing to, each Lender
pursuant to the terms hereof from time to time (the “Register”). Holdings, the
Borrower, the Administrative Agent, the Issuing Lenders, the Swingline Lender and the
Lenders may treat each Person whose name is recorded in the Register pursuant to the terms
hereof as a Lender hereunder for all purposes of this Agreement (and the entries in the
Register shall be conclusive absent demonstrable error for such purposes), notwithstanding
notice to the contrary. The Register shall be available for inspection by Holdings, the
Borrower, the Issuing Lenders, the Swingline Lender and any Lender, at any reasonable time
and from time to time upon reasonable prior notice.




(v) Upon its receipt of a duly completed Assignment and Assumption executed by an
assigning Lender and an Assignee, the Assignee’s completed administrative questionnaire
(unless the Assignee shall already be a Lender hereunder) and all applicable tax forms, the
processing and recordation fee referred to in paragraph (b) of this Section 10.6 and any
written consent to such assignment required by paragraph (b) of this Section, the
Administrative Agent shall accept such Assignment and Assumption and promptly record the
information contained therein in the Register. No assignment shall be effective for
purposes of this Agreement unless it has been recorded in the Register as provided in this
paragraph.



(c) (i) Any Lender may, without the consent of any Person, in compliance with applicable law,
sell participations (other than to any Disqualified Institution) to one or more banks or other
entities (a “Participant”), in all or a portion of such Lender’s rights and obligations
under this Agreement (including all or a portion of its Commitments and the Loans owing to it);
provided that (A) such Lender’s obligations under this Agreement shall remain unchanged,
(B) such Lender shall remain solely responsible to the other parties hereto for the performance of
such obligations and (C) the Borrower, the Administrative Agent, the Issuing Lenders, the Swingline
Lender and the other Lenders shall continue to deal solely and directly with such Lender in
connection with such Lender’s rights and obligations under this Agreement. Any agreement pursuant
to which a Lender sells such a participation shall provide that such Lender shall retain the sole
right to enforce this Agreement and to approve any amendment, modification or waiver of any
provision of this Agreement; provided that such agreement may provide that such Lender will
not, without the consent of the Participant, agree to any amendment, modification or waiver that
(1) requires the consent of each Lender directly and adversely affected thereby pursuant to the
proviso to the second sentence of Section 10.1 and (2) directly affects such Participant. Subject
to paragraph (c)(ii) of this Section 10.6, the Borrower agrees that each Participant shall be
entitled to the benefits of Sections 2.19, 2.20 and 2.21 (if such Participant agrees to have
related obligations thereunder) to the same extent as if it were a Lender and had acquired its
interest by assignment pursuant to paragraph (b) of this Section 10.6. Notwithstanding the
foregoing, no Lender shall be permitted to sell participations under this Agreement to any
Disqualified Institutions.




(ii) A Participant shall not be entitled to receive any greater payment under Section
2.19 or 2.20 than the applicable Lender would have been entitled to receive with respect to
the participation sold to such Participant, unless the sale of the participation to such
Participant is made with the Borrower’s prior written consent to such greater amounts. No
Participant shall be entitled to the benefits of Section 2.20 unless such Participant
complies with Section 2.20(d) or (e), as (and to the extent) applicable, as if such
Participant were a Lender.




(iii) Each Lender that sells a participation, acting solely for U.S. federal income tax
purposes as a non-fiduciary agent of the Borrower, shall maintain at one of its offices a
register on which it enters the name and addresses of each Participant, and the principal
amounts (and stated interest) of each Participant’s interest in the Loans or other
obligations under this Agreement (the “Participant Register”); provided that
no Lender shall have any obligation to disclose all or any portion of the Participant
Register to any Person (including the identity of any Participant or any information
relating to a Participant’s interest in any Commitments, Loans, Letters of Credit or its
other obligations under this Agreement) except to the extent that the relevant parties,
acting reasonably and in good faith, determine that such disclosure is necessary to
establish that such Commitment, Loan, Letter of Credit or other obligation is in registered
form under Section 5f.103-1(c) of the United States Treasury Regulations. Unless otherwise
required by the Internal Revenue Service, any disclosure required by the foregoing sentence
shall be made by the relevant Lender directly and solely to the Internal Revenue Service.
The entries in the Participant Register shall be conclusive absent manifest error, and such
Lender shall treat each person whose name is recorded in the Participant Register as the
owner of such participation for all purposes of this Agreement, notwithstanding any notice
to the contrary.



(d) Any Lender may, without the consent of or notice to the Administrative Agent or the
Borrower, at any time pledge or assign a security interest in all or any portion of its rights
under this Agreement to secure obligations of such Lender, including any pledge or assignment to
secure obligations to a Federal Reserve Bank, and this Section 10.6 shall not apply to any such
pledge or assignment of a security interest; provided that no such pledge or assignment of
a security interest shall release a Lender from any of its obligations hereunder or substitute any
such pledgee or Assignee for such Lender as a party hereto.



(e) The Borrower, upon receipt of written notice from the relevant Lender, agrees to issue
Notes to any Lender requiring the same (in the case of an assignment, following surrender by the
assigning Lender of all Notes representing its assigned interests).



(f) The Borrower may prohibit any assignment if it would require the Borrower to make any
filing with any Governmental Authority or qualify any Loan or Note under the laws of any
jurisdiction and the Borrower shall be entitled to request and receive such information and
assurances as it may reasonably request from any Lender or any Assignee to determine whether any
such filing or qualification is required or whether any assignment is otherwise in accordance with
applicable law.



(g) Notwithstanding anything to the contrary contained herein none of Holdings, the Borrower
or any of its Subsidiaries may acquire by assignment, participation or otherwise any right to or
interest in any of the Commitments or Loans hereunder (and any such attempted acquisition shall be
null and void).



(h) Notwithstanding anything to the contrary contained herein, the replacement of any Lender
pursuant to Section 2.24 shall be deemed an assignment pursuant to Section 10.6(b) and shall be
valid and in full force and effect for all purposes under this Agreement.



10.7 Adjustments; Set-off. (a)  Except to the extent that this Agreement provides for
payments to be allocated to a particular Lender or to the Lenders under a particular Facility, if
any Lender (a “Benefited Lender”) shall at any time receive any payment of all or part of
the Obligations owing to it, or receive any collateral in respect thereof (whether voluntarily or
involuntarily, by setoff, pursuant to events or proceedings of the nature referred to in
Section 8.1(f), or otherwise) in a greater proportion than any such payment to or collateral
received by any other Lender, if any, in respect of such other Lender’s Obligations, such Benefited
Lender shall purchase for cash from the other Lenders a participating interest in such portion of
each such other Lender’s Obligations, or shall provide such other Lenders with the benefits of any
such collateral, as shall be necessary to cause such Benefited Lender to share the excess payment
or benefits of such collateral ratably with each of the Lenders; provided, however,
that if all or any portion of such excess payment or benefits is thereafter recovered from such
Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned,
to the extent of such recovery, but without interest.



(b) In addition to any rights and remedies of the Lenders provided by law, each Lender shall
have the right, without prior notice to the Borrower, any such notice being expressly waived by the
Borrower to the extent permitted by applicable law, upon any amount becoming due and payable by the
Borrower hereunder (whether at the stated maturity, by acceleration or otherwise) after the
expiration of any cure or grace periods, to set off and appropriate and apply against such amount
any and all deposits (general or special, time or demand, provisional or final but excluding trust
accounts), in any currency, and any other credits, indebtedness or claims, in any currency, in each
case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or
owing by such Lender or any Affiliate, branch or agency thereof to or for the credit or the account
of the Borrower. Each Lender agrees promptly to notify the Borrower and the Administrative Agent
after any such setoff and application made by such Lender; provided that the failure to
give such notice shall not affect the validity of such setoff and application.



10.8 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. A set of the copies of this Agreement signed
by all the parties shall be lodged with the Borrower and the Administrative Agent.



10.9 Severability. Any provision of this Agreement that 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.



10.10 Integration. This Agreement and the other Loan Documents represent the entire
agreement of Holdings, the Borrower, the Agents and the Lenders with respect to the subject matter
hereof and thereof.



10.11 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.



10.12 Submission to Jurisdiction; Waivers. Each of Holdings and the Borrower hereby
irrevocably and unconditionally:




(a) submits for itself and its Property in any legal action or proceeding relating to
this Agreement and the other Loan Documents to which it is a party, or for recognition and
enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of
the courts of the State of New York, the courts of the United States for the Southern
District of New York, and appellate courts from any thereof;




(b) consents that any such action or proceeding may be brought in such courts and
waives any objection that it may now or hereafter have to the venue of any such action or
proceeding in any such court or that such action or proceeding was brought in an
inconvenient court and agrees not to plead or claim the same;




(c) agrees that service of process in any such action or proceeding may be effected by
mailing a copy thereof by registered or certified mail (or any substantially similar form of
mail), postage prepaid, to it at its address set forth in Section 10.2 or at such other
address of which the Administrative Agent shall have been notified pursuant thereto;




(d) agrees that nothing herein shall affect the right to effect service of process in
any other manner permitted by law or shall limit the right to sue in any other jurisdiction;
and




(e) waives, to the maximum extent not prohibited by law, any right it may have to claim
or recover in any legal action or proceeding referred to in this Section 10.12 any special,
exemplary, punitive or consequential damages.



10.13 Acknowledgments. Each of Holdings and the Borrower hereby acknowledges that:




(a) it has been advised by counsel in the negotiation, execution and delivery of this
Agreement and the other Loan Documents;




(b) neither the Agents nor any Lender has any fiduciary relationship with or duty to
either of Holdings or the Borrower arising out of or in connection with this Agreement or
any of the other Loan Documents, and the relationship between the Agents and Lenders, on the
one hand, and Holdings and the Borrower, on the other hand, in connection herewith or
therewith is solely that of debtor and creditor; and




(c) no joint venture is created hereby or by the other Loan Documents or otherwise
exists by virtue of the transactions contemplated hereby among the Lenders or among
Holdings, the Borrower and the Lenders.



10.14 Confidentiality. The Agents and the Lenders agree to treat any and all
information, regardless of the medium or form of communication, that is disclosed, provided or
furnished, directly or indirectly, by or on behalf of Holdings or any of its Affiliates in
connection with this Agreement or the transactions contemplated hereby, whether furnished before or
after the Closing Date (“Confidential Information”), as strictly confidential and not to
use Confidential Information for any purpose other than evaluating the Merger Transactions and
negotiating, making available, syndicating and administering this Agreement (the “Agreed
Purposes”). Without limiting the foregoing, each Agent and each Lender agrees to treat any and
all Confidential Information with adequate means to preserve its confidentiality, and each Agent
and each Lender agrees not to disclose Confidential Information, at any time, in any manner
whatsoever, directly or indirectly, to any other Person whomsoever, except (1) to its partners that
are natural persons, members that are natural persons, directors, officers, employees, counsel,
advisors, trustees, Affiliates and other representatives (collectively, the
“Representatives”), to the extent necessary to permit such Representatives to assist in
connection with the Agreed Purposes (it being understood that the Representatives to whom such
disclosure is made will be informed of the confidential nature of such Confidential Information and
instructed to keep such Confidential Information confidential), (2) to any pledgee referred to in
Section 10.6(d) and prospective Lenders and participants in connection with the syndication
(including secondary trading) of the Facilities and Commitments and Loans hereunder, in each case
who are informed of the confidential nature of the information and agree to observe and be bound by
standard confidentiality terms, (3) to any party or prospective party (or their advisors) to any
swap, derivative or similar transaction under which payments are made by reference to the Borrower
and the Obligations, this Agreement or payments hereunder, in each case who are informed of the
confidential nature of the information and agree to observe and be bound by standard
confidentiality terms, (4) upon the request or demand of any Governmental Authority having or
purporting to have jurisdiction over it, (5) in response to any order of any Governmental Authority
or as may otherwise be required pursuant to any Requirement of Law, (6) to the extent reasonably
required or necessary, in connection with any litigation or similar proceeding relating to the
Facilities, (7) information that has been publicly disclosed other than in breach of this
Section 10.14, (8) to the National Association of Insurance Commissioners or any similar
organization or any nationally recognized rating agency that requires access to information about a
Lender’s investment portfolio in connection with ratings issued with respect to such Lender or in
connection with examinations or audits of such Lender or (9) to the extent reasonably required or
necessary, in connection with the exercise of any remedy under the Loan Documents. Each Agent and
each Lender acknowledges that (i) Confidential Information includes information that is not
otherwise publicly available and that such non-public information may constitute confidential
business information which is proprietary to the Borrower and (ii) the Borrower has advised the
Agents and the Lenders that it is relying on the Confidential Information for its success and would
not disclose the Confidential Information to the Agents and the Lenders without the confidentiality
provisions of this Agreement. All information, including requests for waivers and amendments,
furnished by the Borrower or the Administrative Agent pursuant to, or in the course of
administering, this Agreement will be syndicate-level information, which may contain material
non-public information about the Borrower and its Affiliates and their related parties or their
respective securities. Accordingly, each Lender represents to the Borrower and the Administrative
Agent that it has identified in its administrative questionnaire a credit contact who may receive
information that may contain material non-public information in accordance with its compliance
procedures and applicable law, including Federal and state securities laws. Notwithstanding any
other provision of this Agreement, any other Loan Document or any Assignment and Assumption, the
provisions of this Section 10.14 shall survive with respect to each Agent and Lender until the
second anniversary of such Agent or Lender ceasing to be an Agent or a Lender, respectively.



10.15 Release of Collateral and Guarantee Obligations; Subordination of Liens. (a)
Notwithstanding anything to the contrary contained herein or in any other Loan Document, upon
request of the Borrower in connection with any Disposition of Property permitted by the Loan
Documents, the Collateral Agent shall (without notice to, or vote or consent of, any Lender, or any
Affiliate of any Lender that is a party to any Specified Hedge Agreement, any Specified Foreign
Currency L/C Agreement or Cash Management Obligations or contingent or indemnification obligations
not then due) execute and deliver all releases reasonably necessary or desirable to evidence the
release of Liens created in any Collateral being Disposed of in such Disposition and to provide
notices of the termination of the assignment of any Property for which an assignment had been made
pursuant to any of the Loan Documents which is being Disposed of in such Disposition, and to
release any Guarantee Obligations under any Loan Document of any Person being Disposed of in such
Disposition, to the extent necessary to permit consummation of such Disposition in accordance with
the Loan Documents. Any representation, warranty or covenant contained in any Loan Document
relating to any such Property so Disposed of (other than Property Disposed of to the Borrower or
any of its Restricted Subsidiaries) shall no longer be deemed to be repeated once such Property is
so Disposed of.



(b) Notwithstanding anything to the contrary contained herein or any other Loan Document, when
all Obligations (other than (x) obligations in respect of any Specified Hedge Agreement, any
Specified Foreign Currency L/C Agreement or Cash Management Obligations and (y) any contingent or
indemnification obligations not then due) have been paid in full, all Commitments have terminated
or expired and no Letter of Credit shall be outstanding that is not cash collateralized or
backstopped, upon the request of Holdings or the Borrower, the Collateral Agent shall (without
notice to, or vote or consent of, any Lender, or any Affiliate of any Lender that is a party to any
Specified Hedge Agreement, any Specified Foreign Currency L/C Agreement or documentation in respect
of Cash Management Obligations) take such actions as shall be required to release its security
interest in all Collateral, and to release all Guarantee Obligations under any Loan Document,
whether or not on the date of such release there may be outstanding Obligations in respect of
Specified Hedge Agreements, Specified Foreign Currency L/C Agreements or Cash Management
Obligations or contingent or indemnification obligations not then due. Any such release of
Guarantee Obligations shall be deemed subject to the provision that such Guarantee Obligations
shall be reinstated if after such release any portion of any payment in respect of the Obligations
guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the
insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any
Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of,
or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its
Property, or otherwise, all as though such payment had not been made.



(c) Notwithstanding anything to the contrary contained herein or in any other Loan Document,
upon request of Holdings or the Borrower in connection with any Liens permitted by the Loan
Documents, the Collateral Agent shall (without notice to, or vote or consent of, any Lender) take
such actions as shall be required to subordinate the Lien on any Collateral to any Lien permitted
under Section 7.3.



10.16 Accounting Changes. In the event that any Accounting Change (as defined below)
shall occur and such change results in a change in the method of calculation of financial ratios,
standards or terms in this Agreement, then following notice either from the Borrower to the
Administrative Agent or from the Administrative Agent to the Borrower (which the Administrative
Agent shall give at the request of the Required Lenders), the Borrower and the Administrative Agent
agree to enter into negotiations in order to amend such provisions of this Agreement so as to
equitably reflect such Accounting Changes with the desired result that the criteria for evaluating
the Borrower’s financial condition shall be the same after such Accounting Changes as if such
Accounting Changes had not been made. If any such notices are given then, regardless of whether
such notice is given prior to or following such Accounting Change, until such time as such an
amendment shall have been executed and delivered by the Borrower, the Administrative Agent and the
Required Lenders and have become effective, all financial ratios, standards and terms in this
Agreement shall continue to be calculated or construed as if such Accounting Changes had not
occurred. Any amendment contemplated by the prior sentence shall become effective upon the consent
of the Required Lenders, it being understood that a Lender shall be deemed to have consented to and
executed such amendment if such Lender has not objected in writing within five Business Days
following receipt of notice of execution of the applicable amendment by the Borrower and the
Administrative Agent. It being understood, that the posting of an amendment referred to in the
preceding sentence electronically on IntraLinks/IntraAgency or another relevant website with notice
of such posting by the Administrative Agent to the Required Lenders shall be deemed adequate
receipt of notice of such amendment. “Accounting Changes” refers to changes in accounting
principles required by the promulgation of any rule, regulation, pronouncement or opinion by the
Financial Accounting Standards Board of the American Institute of Certified Public Accountants or,
if applicable, the SEC, in each case, occurring after the Amendment and Restatement Effective Date,
including any change to IFRS contemplated by the definition of “GAAP.”



10.17 WAIVERS OF JURY TRIAL. EACH OF HOLDINGS, THE BORROWER, THE AGENTS AND THE
LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR
PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.



10.18 USA PATRIOT ACT. Each Lender hereby notifies the Loan Parties that pursuant to
the requirements of the USA Patriot Act (Title III of Publ. 107-56 (signed into law October 26,
2001)) (the “Act”), it is required to obtain, verify and record information that identifies
the Loan Parties, which information includes the name and address of such Loan Parties and other
information that will allow such Lender to identify the Loan Parties in accordance with the Act.



10.19 Effect of Certain Inaccuracies. In the event that any financial statement
delivered pursuant to Section 6.1(a) or (b) or any Compliance Certificate delivered pursuant to
Section 6.2(b) is inaccurate, and such inaccuracy, if corrected, would have led to the application
of a higher Applicable Margin or Applicable Commitment Fee Rate for any period (an “Applicable
Period”) than the Applicable Margin or Applicable Commitment Fee Rate for such Applicable
Period, then (i) promptly following the correction of such financial statement by the Borrower, the
Borrower shall deliver to the Administrative Agent a corrected financial statement and a corrected
Compliance Certificate for such Applicable Period, (ii) the Applicable Margin and Applicable
Commitment Fee Rate for the Test Period preceding the delivery of such corrected financial
statement and Compliance Certificate shall be determined based on the corrected Compliance
Certificate for such Applicable Period and (iii) the Borrower shall promptly pay to the
Administrative Agent the accrued additional interest or commitment fees owing as a result of such
increased Applicable Margin or Applicable Commitment Fee Rate for such Test Period. This Section
10.19 shall not limit the rights of the Administrative Agent or the Lenders hereunder, including
under Section 8.1.



10.20 Interest Rate Limitation. Notwithstanding anything herein to the contrary, if
at any time the interest rate applicable to any Loan, together with all fees, charges and other
amounts that are treated as interest on such Loan under applicable law (collectively, the
“Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) that may be
contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance
with applicable law, the rate of interest payable in respect of such Loan hereunder, together with
all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent
lawful, the interest and Charges that would have been payable in respect of such Loan but were not
payable as a result of the operation of this Section 10.20 shall be cumulated and the interest and
Charges payable to such Lender in respect of other Loans or periods shall be increased (but not
above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the
Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender.