exv10w3






Exhibit 10.3




EXECUTION VERSION




 





$550,000,000




MEZZANINE CREDIT AGREEMENT



among



EXPLORER INVESTOR CORPORATION,



EXPLORER MERGER SUB CORPORATION,

as the Initial Borrower,



BOOZ ALLEN HAMILTON INC.,

as the Surviving Borrower,



The Several Lenders from Time to Time Parties Hereto,



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



Dated as of July 31, 2008



 








 









 









TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	SECTION 1. DEFINITIONS
	 	 	1	 
	 
	 	 	 	 
	1.1 Defined Terms
	 	 	1	 
	1.2 Other Definitional Provisions
	 	 	27	 
	1.3 Pro Forma Calculations
	 	 	27	 
	 
	 	 	 	 
	SECTION 2. AMOUNT AND TERMS OF COMMITMENTS
	 	 	28	 
	 
	 	 	 	 
	2.1 Commitments
	 	 	28	 
	2.2 Procedure for Borrowing
	 	 	28	 
	2.3 Repayment of Loans
	 	 	28	 
	2.4 Administrative Fees
	 	 	29	 
	2.5 Optional Prepayments
	 	 	29	 
	2.6 Change of Control Offer
	 	 	30	 
	2.7 Special Mandatory Prepayment
	 	 	31	 
	2.8 Interest Rates, Payment Dates; Computation of Interest and Fees
	 	 	32	 
	2.9 Pro Rata Treatment and Payments
	 	 	32	 
	2.10 Taxes
	 	 	33	 
	2.11 Change of Lending Office
	 	 	36	 
	2.12 Replacement of Lenders
	 	 	36	 
	 
	 	 	 	 
	SECTION 3. REPRESENTATIONS AND WARRANTIES
	 	 	36	 
	 
	 	 	 	 
	3.1 Financial Condition
	 	 	37	 
	3.2 No Change
	 	 	37	 
	3.3 Existence; Compliance with Law
	 	 	37	 
	3.4 Corporate Power; Authorization; Enforceable Obligations
	 	 	37	 
	3.5 No Legal Bar
	 	 	38	 
	3.6 No Material Litigation
	 	 	38	 
	3.7 No Default
	 	 	38	 
	3.8 Ownership of Property; Liens
	 	 	38	 
	3.9 Intellectual Property
	 	 	38	 
	3.10 Taxes
	 	 	39	 
	3.11 Federal Regulations
	 	 	39	 
	3.12 ERISA
	 	 	39	 
	3.13 Investment Company Act
	 	 	40	 
	3.14 Subsidiaries
	 	 	40	 
	3.15 Environmental Matters
	 	 	40	 
	3.16 Accuracy of Information, etc.
	 	 	40	 
	3.17 Solvency
	 	 	40	 
	 
	 	 	 	 
	SECTION 4. CONDITIONS PRECEDENT
	 	 	40	 
	 
	 	 	 	 
	4.1 Conditions to Loans
	 	 	40	 






i









 







	 	 	 	 	 
	 	 	Page	 
	SECTION 5. AFFIRMATIVE COVENANTS
	 	 	42	 
	 
	 	 	 	 
	5.1 Financial Statements
	 	 	42	 
	5.2 Certificates; Other Information
	 	 	43	 
	5.3 Payment of Taxes
	 	 	44	 
	5.4 Conduct of Business and Maintenance of Existence, etc.; Compliance
	 	 	44	 
	5.5 Maintenance of Property; Insurance
	 	 	44	 
	5.6 Inspection of Property; Books and Records; Discussions
	 	 	44	 
	5.7 Notices
	 	 	45	 
	5.8 Further Assurances
	 	 	46	 
	5.9 Use of Proceeds
	 	 	46	 
	5.10 Post-Closing Undertakings
	 	 	46	 
	 
	 	 	 	 
	SECTION 6. NEGATIVE COVENANTS
	 	 	47	 
	 
	 	 	 	 
	6.1 Consolidated Total Leverage Ratio
	 	 	47	 
	6.2 Indebtedness
	 	 	47	 
	6.3 Liens
	 	 	51	 
	6.4 Fundamental Changes
	 	 	53	 
	6.5 Dispositions of Property
	 	 	54	 
	6.6 Restricted Payments
	 	 	56	 
	6.7 Investments
	 	 	58	 
	6.8 Optional Payments and Modifications of Certain Debt Instruments
	 	 	61	 
	6.9 Transactions with Affiliates
	 	 	61	 
	6.10 Sales and Leasebacks
	 	 	62	 
	6.11 Changes in Fiscal Periods
	 	 	62	 
	6.12 Clauses Restricting Subsidiary Distributions
	 	 	62	 
	6.13 Lines of Business
	 	 	63	 
	6.14 Limitation on Hedge Agreements
	 	 	63	 
	6.15 Limitation on Activities of Holdings
	 	 	63	 
	 
	 	 	 	 
	SECTION 7. EVENTS OF DEFAULT
	 	 	63	 
	 
	 	 	 	 
	7.1 Events of Default
	 	 	63	 
	7.2 Specified Equity Contributions
	 	 	66	 
	 
	 	 	 	 
	SECTION 8. THE ADMINISTRATIVE AGENT
	 	 	66	 
	 
	 	 	 	 
	8.1 Appointment
	 	 	66	 
	8.2 Delegation of Duties
	 	 	66	 
	8.3 Exculpatory Provisions
	 	 	66	 
	8.4 Reliance by the Agents
	 	 	67	 
	8.5 Notice of Default
	 	 	67	 
	8.6 Non-Reliance on the Administrative Agent and Other Lenders
	 	 	67	 
	8.7 Indemnification
	 	 	68	 
	8.8 The Administrative Agent in Its Individual Capacity
	 	 	68	 
	8.9 Successor Agent
	 	 	68	 
	8.10 Authorization to Release Guarantees
	 	 	69	 






ii









 







	 	 	 	 	 
	 	 	Page	 
	SECTION 9. MISCELLANEOUS
	 	 	69	 
	 
	 	 	 	 
	9.1 Amendments and Waivers
	 	 	69	 
	9.2 Notices
	 	 	70	 
	9.3 No Waiver; Cumulative Remedies
	 	 	71	 
	9.4 Survival of Representations and Warranties
	 	 	71	 
	9.5 Payment of Expenses; Indemnification
	 	 	71	 
	9.6 Successors and Assigns; Participations and Assignments
	 	 	72	 
	9.7 Adjustments; Set-off
	 	 	75	 
	9.8 Counterparts
	 	 	76	 
	9.9 Severability
	 	 	76	 
	9.10 Integration
	 	 	76	 
	9.11 GOVERNING LAW
	 	 	76	 
	9.12 Submission to Jurisdiction; Waivers
	 	 	76	 
	9.13 Acknowledgments
	 	 	77	 
	9.14 Confidentiality
	 	 	77	 
	9.15 Release of Guarantee Obligations
	 	 	78	 
	9.16 Accounting Changes
	 	 	78	 
	9.17 WAIVERS OF JURY TRIAL
	 	 	78	 
	9.18 USA PATRIOT ACT
	 	 	79	 






SCHEDULES:




	 	 	 

	1.1

	 	Excluded Subsidiaries
	2.1

	 	Commitments
	3.3

	 	Existence; Compliance with Law
	3.4

	 	Consents, Authorizations, Filings and Notices
	3.6

	 	Litigation
	3.8A

	 	Excepted Property
	3.8B

	 	Owned Real Property
	3.14

	 	Subsidiaries
	5.10

	 	Post-Closing Undertakings
	6.2(d)

	 	Existing Indebtedness
	6.3(f)

	 	Existing Liens
	6.7

	 	Existing Investments






EXHIBITS:




	 	 	 

	A

	 	Form of Guarantee Agreement
	B

	 	Form of Compliance Certificate
	C

	 	Form of Closing Certificate
	D

	 	Form of Assignment and Assumption
	E-1

	 	Form of Legal Opinion of Debevoise & Plimpton LLP
	E-2

	 	Form of Legal Opinion of Morris, Nichols, Arsht & Tunnell LLP
	F

	 	Form of Exemption Certificate
	G

	 	Form of Solvency Certificate
	H

	 	Form of Note






iii









 






          MEZZANINE CREDIT AGREEMENT, dated as of July 31, 2008, among EXPLORER INVESTOR CORPORATION, a
Delaware corporation (“Holdings”), EXPLORER MERGER SUB CORPORATION, a Delaware corporation
(the “Initial Borrower”), BOOZ ALLEN HAMILTON INC., a Delaware corporation into which the
Initial Borrower shall be merged (the “Company” or the “Surviving Borrower”), the
several banks and other financial institutions or entities from time to time parties to this
Agreement (the “Lenders”), 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.




          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.




          “Accounting Changes”: as defined in Section 9.16.




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




          “Act”: as defined in Section 9.18.




          “Adjusted Actual Payment”: as defined in Section 2.7.




          “Adjusted Treasury Rate”: with respect to a Specified Prepayment Date, the yield,
under the heading which represents the average for the immediately preceding week, appearing in the
most recently published statistical release designated “H.15(519)” or any successor publication
which is published weekly by the Board and which establishes yields on actively traded United
States Treasury securities adjusted to constant maturity under the caption “Treasury Constant
Maturities”, for the maturity corresponding to the Comparable Treasury Issue (if no maturity is
within three months before or after the First Call Date, yields for the two published maturities
most closely corresponding to the Comparable Treasury Issue shall be determined and the Adjusted
Treasury Rate shall be interpolated or extrapolated from such yields on a straight line basis,
rounding to the nearest month), calculated on the third Business Day immediately preceding the
Specified Prepayment Date, plus 0.50%.




          “Administrative Agent”: Credit Suisse, 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 8.9.




          “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 Administrative Agent and, for purposes of
Sections 9.13 and 9.14, the Lead Arrangers.




          “Aggregate Exposure”: with respect to any Lender at any time, an amount equal to (a)
until the Closing Date, the aggregate amount of such Lender’s Commitments at such time and (b)
thereafter, the aggregate then unpaid principal amount of such Lender’s Loans.






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          “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.




          “Aggregate Inclusion”: as defined in Section 2.7.




          “Agreed Purposes”: as defined in Section 9.14.




          “Agreement”: this Mezzanine Credit Agreement, as amended, restated, amended and
restated, supplemented or otherwise modified from time to time.




          “AHYDO Payments”: “applicable high yield discount obligations” (within the meaning of
Section 163(i)(1) of the Code) “catch-up” payments in respect of any Indebtedness (including any
Permitted Subordinated Indebtedness and any Indebtedness incurred pursuant to Section 6.2(v)) the
incurrence of which is not otherwise prohibited hereunder to the extent such Indebtedness provides
for the payment of interest on all or any portion of the principal amount of such Indebtedness by
adding such interest to the principal amount thereof.




          “Annual Operating Budget”: as defined in Section 5.2(c).




          “Applicable Make-Whole Premium”: with respect to any Loan to be prepaid on any
Specified Prepayment Date, the greater of (a) 2.0% of the principal amount of such Loan and (b) the
excess of (i) the present value at such Specified Prepayment Date of (x) 102% of the principal
amount of such Loan plus (y) all required remaining scheduled interest payments due on such Loans
through the First Call Date (but excluding accrued and unpaid interest payments due on such Loans
through the Specified Prepayment Date), computed using a discount rate equal to the Adjusted
Treasury Rate; over (ii) the principal amount of the Loan to be prepaid.




          “Approved Fund”: as defined in Section 9.6(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 6.5(e) or (p) or (b) not otherwise permitted under Section 6.5, 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 $1,000,000.




          “Assignee”: as defined in Section 9.6(b).




          “Assignment and Assumption”: an Assignment and Assumption, substantially in the form
of Exhibit D.




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





     (a) $10,000,000;




     (b) the aggregate cumulative amount, not less than zero, of 50% of Excess Cash Flow for
each fiscal year beginning with the fiscal year ending March 31, 2010;




     (c) the Net Cash Proceeds received after the Closing Date and on or prior to such date
from any Equity Issuance by, or capital contribution to, Holdings or the Borrower (which in
the



-2-









 






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, in each case to the extent
it is not a Specified Equity Contribution;




     (d) the aggregate amount of proceeds received after the Closing 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 under, and as
defined in, the Senior Secured Loan Agreement (as in effect on the Closing Date);




     (e) the aggregate principal amount of any Indebtedness of the Borrower or any
Restricted Subsidiary issued after the Closing Date (other than Indebtedness issued to a
Restricted Subsidiary), which has been 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 Closing 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 6.7(f)(ii)(B),
(h)(B), or (v)(ii); 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;


in each case, that has not been previously applied pursuant to Section 6.6(b), Section 6.7(f)(ii),
(h)(B) or (v)(ii) or Sections 6.8(a)(ii)(A) and 6.8(a)(ii)(B).




          “Benefited Lender”: as defined in Section 9.7(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




-3-









 







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”: (a) at any time prior to the consummation of the Merger Transactions, the
Initial Borrower and (b) upon and at any time after the consummation of the Merger Transactions,
the Surviving Borrower.




          “Business”: the business activities and operations of the Company and/or its
Affiliates on the Closing Date immediately after giving effect to the transactions contemplated by
the Spin Off Agreement.




          “Business Day”: a day other than a Saturday, Sunday or other day on which commercial
banks in New York City are authorized or required by law to close.




          “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 capital lease
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 under, and as defined in, the Senior Secured
Loan Agreement (as in effect on the Closing Date); (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 Closing 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 purposes of this
definition, “GAAP” shall mean generally accepted accounting principles in the United States as in
effect on the date hereof.




          “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. or any of its Affiliates that is a Person
engaged primarily in the business of, and derives substantially all of its revenues from, making
control-oriented investments through the direct or indirect acquisition of equity securities of
operating companies.




          “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;




-4-









 








          (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.




          “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”: the occurrence of any of the following: (a) Holdings shall cease
to own, directly or indirectly, 100% of the Capital Stock of the Borrower, (b) at any time before
Holdings’ or any Parent Company’s Capital Stock is traded on a nationally-recognized stock
exchange, the Permitted Investors shall cease to own, directly or indirectly, at least 51% of the
Capital Stock of Holdings or (c) at any time after Holdings’ or any Parent Company’s Capital Stock
is traded on a nationally-recognized stock exchange and for any reason whatsoever, (i) a majority
of the Board of Directors of Holdings shall not be Continuing Directors or (ii) the Permitted
Investors shall cease to own, directly or indirectly, at least 35% of the Capital Stock of Holdings
and any other “person” or “group” (within the meaning of Rule 13d-5 of the Securities Exchange Act
of 1934 as in effect on the date hereof) shall own a greater amount (it being understood that if
any such person or group includes one or more Permitted Investors, the shares of Capital Stock of
Holdings 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 (ii) is triggered).




          “Change of Control Offer”: as defined in Section 2.6(b).




          “Closing Date”: the date on which the conditions precedent set forth in Section 4.1
shall have been satisfied or waived and the Loans hereunder shall have been funded, which date is
July 31, 2008.




          “Closing Date Material Adverse Effect”: a “Company Material Adverse Effect” as
defined in the Merger Agreement.




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




-5-









 








          “Commitment”: as to any Lender, the obligation of such Lender, if any, to make a Loan
to the Borrower in a stated principal amount not to exceed the amount set forth under the heading
“Commitment” opposite such Lender’s name on Schedule 2.1, or in the Assignment and Assumption
pursuant to which such Lender became a party hereto. The original aggregate stated amount of the
Commitments is $550,000,000.




          “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 3.12(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.




          “Comparable Treasury Issue” shall mean the United States Treasury security reasonably
selected by the Administrative Agent as having a maturity comparable to the remaining term of the
Loans from the applicable Specified Prepayment Date to the First Call Date, that would be utilized,
at the time of selection and in accordance with customary financial practice, in pricing new issues
of corporate debt securities of a maturity most nearly equal to the First Call Date.




          “Compliance Certificate”: a certificate duly executed by a Responsible Officer
substantially in the form of Exhibit B.




          “Confidential Information”: as defined in Section 9.14.




          “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, in each case, under, and as defined in, the Senior Secured Loan Agreement, to the extent otherwise
included therein, (c) amounts for deferred taxes and non-cash tax reserves accounted for pursuant
to FASB Interpretation No. 48 and (d) any equity compensation related liability.




          “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, to




-6-









 







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,
discounts and other fees and charges associated with Indebtedness (including commitment,
letter of credit and administrative fees and charges with respect to the Senior Secured
Loan Facilities and administrative fees and charges with respect to the 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 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);




     (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 Senior Secured Loan Documents (including any
amendments or waivers of the Loan Documents or the Senior Secured Loan Documents), and
those payable in connection with the sale of Capital Stock, the incurrence of Indebtedness
permitted by Section 6.2, transactions permitted by Section 6.4, Dispositions permitted by
Section 6.5, or any Permitted Acquisition or other Investment permitted by Section 6.7 (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



-7-










 







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 6.7;




     (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






-8-









 







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 forgoing, 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 Transactions, any Investment (including any Permitted Acquisition) and any
other acquisition or Investment. For purposes of determining Consolidated EBITDA under this
Agreement, Consolidated EBITDA for the fiscal quarter ended March 31, 2008 shall be deemed to be
$64,635,000. 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 forgoing, 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 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 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





-9-









 







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 Secured Leverage”: at any date, (a) the aggregate principal amount of
all Funded Debt of the Borrower and its Restricted Subsidiaries secured by a Lien on such date,
minus (b) cash, Cash Equivalents and Permitted Liquid Investments held by the Borrower and its
Restricted Subsidiaries on such date, in each case determined on a consolidated basis in accordance
with GAAP.




          “Consolidated Secured Leverage Ratio”: as of any date of determination, the ratio of
(a) Consolidated Secured 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 5.1(a) or (b).




          “Consolidated 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 Permitted Liquid Investments held by the Borrower and its Restricted Subsidiaries
on such date, in each case determined on a consolidated basis in accordance with GAAP.




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




          “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 Holdings on the Closing Date and each other
director of Holdings, if, in each case, such other director’s nomination for election to the Board
of Directors of Holdings 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 Holdings.




-10-









 








          “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.




          “Default”: any of the events specified in Section 7.1, whether or not any requirement
for the giving of notice, the lapse of time, or both, has been satisfied.




          “Derivatives Counterparty”: as defined in Section 6.6.




          “Disinterested Director”: as defined in Section 6.9.




          “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 Maturity Date (other than (i) upon payment in full of the Obligations (other than
indemnification and other contingent obligations not yet due and owing) 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 indemnification and other contingent
obligations not yet due and owing) that are accrued and payable); 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, 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.




          “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




-11-









 







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.




          “Event of Default”: any of the events specified in Section 7.1; 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 and deferred
tax expense) 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 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 excluded in clauses (i) through
(iv) of the definition of “Consolidated Net Income” and 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



-12-









 






with the proceeds of any Reinvestment Deferred Amount under, and as defined in, the Senior Secured Loan Agreement (as in effect on the Closing
Date));




     (iii) the aggregate amount of all regularly scheduled principal payments and all
prepayments of Indebtedness (including, without limitation, the Loans and, if applicable,
the Senior Secured 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 under and as defined in the Senior Secured Loan
Agreement and optional prepayments of Revolving Loans and Swingline Loans under and as
defined in the Senior Secured Loan Agreement to the extent accompanied by permanent optional
reductions of the Revolving Commitments under and as defined in the Senior Secured Loan
Agreement);




     (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 Transactions or any Permitted
Acquisition (whether or not consummated);




     (vii) purchase price adjustments paid or received in connection with the Merger
Transactions, any Permitted Acquisition or any other acquisition permitted under Section
6.7(h) or (v);




     (viii) (A) the net amount of Investments made during such period pursuant to paragraphs
(d), (f), (h), (l), (v) and (y) of Section 6.7 (to the extent, in the case of clause (y),
such Investment relates to Restricted Payments permitted under Section 6.6(c), (e), (h) or
(i)) or committed during such period to be used to make Investments pursuant to such
paragraphs of Section 6.7 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 6.6(c),
(e), (h) or (i); provided that the amount of Restricted Payments made pursuant to
Section 6.6(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) of the Senior Secured Loan
Agreement or any successor provision (or as to which a waiver of the requirements of such
Section applicable thereto has been granted) prior to the date of determination of Excess
Cash Flow for such fiscal year as a result of any Asset Sale or Recovery Event;



-13-









 






     (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;




     (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;




     (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;




     (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; 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,
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.



          “Excluded Subsidiary”: (a) each Domestic Subsidiary which is an Immaterial Subsidiary
as of the Closing Date and listed on Schedule 1.1 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 5.8(a) (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.




          “Facility”: the Commitments and the Loans made hereunder.




-14-









 








          “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.




          “First Call Date”: the second anniversary of the Closing Date.




          “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.




          “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 9.2 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.




          “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 Agreement”: the Guarantee Agreement to be executed and delivered by
Holdings, the Borrower and each Subsidiary Guarantor, substantially in the form of Exhibit A, 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




-15-









 







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.




          “Holdings IPO”: the issuance by Holdings or any Parent Company of its common Capital
Stock in an underwritten primary public offering (other than a public offering pursuant to a
registration statement on Form S-8) pursuant to an effective registration statement filed with the
SEC in accordance with the Securities Act whether alone or in connection with a secondary public
offering.




          “Immaterial Subsidiary”: on any date, any Subsidiary of the Borrower that 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 5.1 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 5.1 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.




          “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 permitted by this 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




-16-









 







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 9.5.




          “Indemnitee”: as defined in Section 9.5.




          “Initial Borrower”: as defined in the preamble hereto.




          “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.




          “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, the last Business Day
of each March, June, September and December to occur while each Loan is outstanding and the final
maturity date of each Loan and (b) as to any Loan, the date of any repayment or prepayment made in
respect thereof.




          “Interest Period”: the period commencing on and including an Interest Payment Date
and ending on and including the day immediately preceding the next succeeding Interest Payment
Date, with the exception that the first Interest Period shall commence on and include the Closing
Date to but excluding September 30, 2008.




          “Investments”: as defined in Section 6.7.




          “Lead Arrangers”: Credit Suisse Securities (USA) LLC, Banc of America Securities LLC
and Lehman Brothers Inc. in their capacity as joint lead arrangers and joint bookrunners.




          “Lenders”: as defined in the preamble hereto.





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          “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”: as defined in Section 2.1.




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




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




          “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).




          “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.




          “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.




          “Maturity Date”: the eighth anniversary of the Closing Date.




          “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.




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




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          “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 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 Subsidiary”: as defined in Section 6.2(t).




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




          “Non-Excluded Taxes”: as defined in Section 2.10(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 2.10(d).




          “Note”: any promissory note evidencing any Loan, which promissory note shall be in
the form of Exhibit H or such other form as agreed upon by the Administrative Agent and the
Borrower.




          “Obligations”: the unpaid principal (including, for the avoidance of doubt, any
original issue discount and the amount of all PIK Interest, if any, that has been added to such
principal) of and interest on (including, without limitation, interest accruing after the maturity
of the Loans and interest




-19-









 







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 and all other obligations and liabilities of the Borrower to the
Administrative Agent or to 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 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.




          “Offer”: as defined in Section 2.5(d)(i).




          “Offer Loans”: as defined in Section 2.5(d)(i).




          “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 Company”: any direct or indirect parent of Holdings.




          “Participant”: as defined in Section 9.6(c).




          “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 $10,000,000, the Borrower shall have delivered to the Administrative
Agent a certificate of the Borrower signed by a Responsible Officer to such effect, together
with all relevant financial information for such Subsidiary or asset to be acquired
reasonably requested by the Administrative Agent prior to such acquisition to the extent
available.



          “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 Closing 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
Holdings





-20-











 





and its Subsidiaries that have ownership interests in Holdings as of the Closing Date,
and the directors of Holdings and its Subsidiaries or any Parent Company on, or as of no later than
60 days following, the Closing Date.




          “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) investment 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 Maturity Date were instead due one year following the
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



-21-









 




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 or 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.




          “Permitted Subordinated Indebtedness”: unsecured, senior subordinated or subordinated
Indebtedness of the Borrower or any Restricted Subsidiary (including guarantees thereof by the
Borrower or any Guarantor, as applicable), provided that (a) no scheduled principal
payments, mandatory prepayments, redemptions or sinking fund payments of any Permitted Subordinated
Indebtedness shall be required prior to the date at least 180 days following the Maturity Date
(other than customary offers to purchase upon a change of control, asset sale, customary
acceleration rights upon an event of default and AHYDO Payments), (b) the covenants and events of
default of such Permitted Subordinated Indebtedness (i) shall be, taken as a whole, customary for
Indebtedness of a similar nature as such Permitted Subordinated Indebtedness or (ii) shall
otherwise not have been objected to by the Administrative Agent, after the Administrative Agent
shall have been afforded a period of five Business Days to review such terms of such Permitted
Subordinated Indebtedness, (c) the terms of subordination applicable to any Permitted Subordinated
Indebtedness shall be (i) taken as a whole, customary for unsecured subordinated high yield debt
securities issued by any Affiliates of the Sponsor or (ii) shall otherwise not have been objected
to by the Administrative Agent, after the Administrative Agent shall have been afforded a period of
five Business Days to review such terms of such Permitted Subordinated Indebtedness and (d) no
Default or Event of Default shall have occurred and be continuing at the time of incurrence of such
Indebtedness or would result therefrom.



          “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.



          “PIK Interest Amount”: as defined in Section 2.8(a).



          “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.



          “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.



-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.



          “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
$1,000,000.



          “Reference Period”: the period of four fiscal quarters most recently ended
immediately prior to the date of any specified event for which financial statements have been
delivered pursuant to Section 5.1.



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



          “Register”: as defined in Section 9.6(b)(iv).



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



          “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.



          “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 9.14.



          “Required Lenders”: at any time, the holders of more than 50% of (a) until the
Closing Date, the Commitments then in effect and (b) thereafter, the aggregate unpaid principal
amount of the Loans then outstanding; provided, however, that determinations of the
“Required Lenders” shall exclude any Commitments or Loans held by any Carlyle Fund.



          “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.



-23-









 





          “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 5.7) 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 6.6.



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



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



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



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



          “Senior Secured Loan Agreement”: the Credit Agreement, dated as of July 31, 2008,
among Holdings, the Borrower, the lenders from time to time parties thereto, Credit Suisse, as
administrative agent and collateral agent, Bank of America, N.A., as syndication agent, and Lehman
Brothers Commercial Bank, C.I.T. Leasing Corporation and Sumitomo Mitsui Bank Corporation, as
documentation agents, Credit Suisse, as issuing lender and Banc of America Securities LLC, Credit
Suisse Securities (USA) LLC, Lehman Brothers Inc. and Sumitomo Mitsui Bank Corporation, 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 Senior Secured 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 Senior Secured Loan Agreement hereunder).



          “Senior Secured Loan Documents”: the Loan Documents as defined in the Senior Secured
Loan Agreement or any other documentation evidencing any Senior Secured 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.



          “Senior Secured Loan Facilities”: the collective reference to the Senior Secured Loan
Agreement, any Senior Secured Loan Documents, any notes issued pursuant thereto and any guarantee
and collateral 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 Senior Secured
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 Senior Secured Loan Facility
hereunder).



          “Senior Secured Loans”: the loans made pursuant to the Senior Secured Loan Agreement.



-24-









 





          “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 Mandatory Prepayment”: as defined in Section 2.7.



          “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 Equity Contribution”: as defined in Section 7.2.



          “Specified Prepayment Date”: with respect to any Loan to be prepaid pursuant to
Section 2.5(b)(ii), the date fixed for such prepayment by or pursuant to this Agreement.



          “Specified Representations”: (a) the representations made by the Company in the
Merger Agreement as are material to the interests of the Lenders, but only to the extent that the
Borrower has the right to terminate its obligations under the Merger Agreement as a result of the
breach of such representations and (b) the representations and warranties set forth in
Sections 3.2, 3.4(a), 3.4(c), 3.11 and 3.13.



          “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).



          “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



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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 Agreement.



          “Supermajority Lenders”: as defined in Section 9.1(a).



          “Surviving Borrower”: as defined in the preamble hereto.



          “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.



          “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 5.1.



          “Transaction Documents”: the Merger Documents, the Loan Documents and the Senior
Secured Loan Documents.



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



          “Transferee”: any Assignee or Participant.



          “United States”: the United States of America.



          “Unrestricted Subsidiary”: (i) any Subsidiary of the Borrower designated as such and
listed on Schedule 3.14 on the Closing 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 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; (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; 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 6. 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



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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 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 6.7 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 2.10(e).



          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, the Consolidated Total Leverage Ratio and Consolidated Secured Leverage Ratio shall be
calculated as follows:




     (a) 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 prior to or simultaneously with
the event for which the calculation of such ratio is made (a “Ratio Calculation
Date”), then such ratio shall be calculated 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 four-quarter
period.



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     (b) For purposes of making the computation referred to above, if any acquisitions,
Dispositions or designations of Unrestricted Subsidiaries or Restricted Subsidiaries are
made (or committed to be made pursuant to a definitive agreement) during the four-quarter
reference period or subsequent to such reference period and on or prior to or simultaneously
with the relevant Ratio Calculation Date, Consolidated EBITDA shall be calculated on a
pro forma basis, assuming that all such acquisitions, Dispositions and
designations had occurred on the first day of the four-quarter reference 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 acquisition or
Disposition, in each case with respect to a business or an operating unit of a business,
that would have required adjustment pursuant to this provision, then such ratio shall be
calculated giving pro forma effect thereto for such period as if such
acquisition or Disposition had occurred at the beginning of the applicable four-quarter
period.



SECTION 2. AMOUNT AND TERMS OF COMMITMENTS




          2.1 Commitments. Subject to the terms and conditions hereof, each Lender severally agrees
to make a term loan (a “Loan”) in Dollars to the Borrower on the Closing Date in an amount
which will not exceed the amount of the Commitment of such Lender. The Borrower and the Lenders
acknowledge that the Loans funded on the Closing Date will be funded with original issue discount
of 1%. Notwithstanding the foregoing, the aggregate outstanding principal amount of the Loans for
all purposes of this Agreement and the other Loan Documents shall be the stated principal amount
thereof outstanding from time to time. After the making of the Loans to be made hereunder on the
Closing Date, any unused Commitments hereunder will terminate on the Closing Date.



          2.2 Procedure for Borrowing. The Borrower shall give the Administrative Agent irrevocable
written notice (which notice must be received by the Administrative Agent prior to 12:00 Noon, New
York City time, one Business Day prior to the anticipated Closing Date) requesting that the Lenders
make the Loans on the Closing Date and specifying the amount to be borrowed. Upon receipt of such
notice the Administrative Agent shall promptly notify each Lender thereof. Not later than
11:00 A.M., New York City time, on the Closing Date each Lender shall make available to the
Administrative Agent at the Funding Office an amount in immediately available funds equal to the
Loan to be made by such Lender. The Administrative
Agent shall credit 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 the Lenders
in immediately available funds.



          2.3 Repayment of Loans. (a) The Borrower hereby unconditionally promises to pay to the
Administrative Agent for the account of the appropriate Lender (i) the then unpaid principal amount
(including, for the avoidance of doubt, all PIK Interest Amounts, if any, that have been added to
such principal amount) of each Loan of such Lender made to the Borrower outstanding on the Maturity
Date (or on such earlier date on which the Loans become due and payable pursuant to Section 7.1).
The Borrower hereby further agrees to pay interest on the unpaid principal amount (including, for
the avoidance of doubt, all PIK Interest Amounts, if any, that have been added to such 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 2.8.



          (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



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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 9.6(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, (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, (iii) each payment of a PIK Interest Amount pursuant to Section
2.8, (iv) each interest election made pursuant to Section 2.8 and (v) 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 2.3(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.



          2.4 Administrative Fees.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.



          2.5 Optional Prepayments. (a) The Borrower may at any time and from time to time prepay
the Loans, in whole or in part, without premium or penalty except as specifically provided in
Sections 2.5(b) and (c), upon irrevocable written notice delivered to the Administrative Agent no
later than 12:00 Noon, New York City time, three Business Days prior thereto, which notice shall
specify the date and amount of prepayment. Upon receipt of any such notice the Administrative
Agent shall promptly notify each 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 accrued interest to such date on the amount prepaid.
Partial prepayments of Loans shall be in an aggregate principal amount of $1,000,000 or a whole
multiple of $100,000 in excess thereof, and in each case shall be subject to the provisions of
Section 2.9.



          (b) (i) Prior to the fourth anniversary of the Closing Date, each prepayment of the Loans made
pursuant to Section 2.5(a) shall be made together with a prepayment premium in an amount equal to
(A) if such prepayment is made on or after the third anniversary of the Closing Date but prior to
the fourth anniversary of the Closing Date, 1.0% of the principal amount prepaid and (B) if such
prepayment is made on or after the second anniversary of the Closing Date but prior to the third
anniversary of the Closing Date, 2.0%.




     (ii) Prior to the second anniversary of the Closing Date, each prepayment of the Loans
made pursuant to Section 2.5(a) shall be made together with a prepayment premium in an
amount equal to the Applicable Make-Whole Premium. No prepayment premium shall be payable
in respect of any prepayment made on or after the fourth anniversary of the Closing Date.



          (c) Notwithstanding the foregoing (but subject to the notice requirements set forth in Section
2.5(a)), prior to the second anniversary of the Closing Date, the Borrower may prepay Loans in an
aggregate principal amount not to exceed 40% of the stated aggregate principal amount of Loans made
on the Closing Date with all or a portion of the Net Cash Proceeds from one or more Holdings IPOs;
provided, however, that any such prepayment pursuant to this Section 2.5(c), (i)
shall be made together



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with a prepayment premium in an amount equal to 5.0% of the principal amount
prepaid and (ii) shall occur within 90 days of the closing of the related Holdings IPO.




          (d) Notwithstanding anything to the contrary contained in this Section 2.5 or any other
provision of this Agreement and without otherwise limiting the rights in respect of prepayments of
the Loans of the Borrower and its Subsidiaries, so long as no Default has occurred and is
continuing, the Borrower or any Subsidiary of the Borrower may repurchase outstanding Loans
pursuant to this Section 2.5(d) on the following basis:




     (i) Holdings, the Borrower or any Subsidiary of the Borrower may make one or more
offers (each, an “Offer”) to repurchase all or any portion of the Loans (such Loans,
the “Offer Loans”) of Lenders; provided that, (A) Holdings, the Borrower or
such Subsidiary delivers a notice of such Offer to the Administrative Agent and all Lenders
no later than noon (New York City time) at least five Business Days in advance of a proposed
consummation date of such Offer indicating (1) the last date on which such Offer may be
accepted, (2) the maximum dollar amount of such Offer, (3) the repurchase price per dollar
of principal amount of such Offer Loans at which Holdings, the Borrower or such Subsidiary
is willing to repurchase such Offer Loans and (4) the instructions, consistent with this
Section 2.5(d) with respect to the Offer, that a Lender must follow in order to have its
Offer Loans repurchased; (B) the maximum dollar amount of each Offer shall be no less than
$10,000,000; (C) Holdings, the Borrower or such Subsidiary shall hold such Offer open for a
minimum period of two Business Days; (D) a Lender who elects to participate in the Offer may
choose to sell all or part of such Lender’s Offer Loans; and (E) such Offer shall be made to
Lenders holding the Offer Loans on a pro rata basis in accordance with the respective
principal amount then due and owing to the Lenders; provided, further that,
if any Lender elects not to participate in the Offer, either in whole or in part, the amount
of such Lender’s Offer Loans not being tendered shall be excluded in calculating the pro
rata amount applicable to the balance of such Offer Loans;




     (ii) With respect to all repurchases made by Holdings, the Borrower or a Subsidiary of
the Borrower, such repurchases shall be deemed to be voluntary prepayments pursuant to this
Section 2.5 in an amount equal to the aggregate principal amount of such Loans,
provided that such repurchases shall not be subject to the provisions of paragraphs
(a) and (b) of this Section 2.5 or Section 2.9;




     (iii) Following repurchase by Holdings, the Borrower or any Subsidiary of the Borrower,
(A) all principal and accrued and unpaid interest on the Loans so repurchased shall be
deemed to have been paid for all purposes and no longer outstanding (and may not be resold
by Holdings, the Borrower or such Subsidiary), for all purposes of this Agreement and all
other Loan Documents and (B) Holdings, the Borrower or any Subsidiary of the Borrower, as
the case may be, will promptly advise the Administrative Agent of the total amount of Offer
Loans that were repurchased from each Lender who elected to participate in the Offer; and




     (iv) Failure by Holdings, the Borrower or a Subsidiary of the Borrower to make any
payment to a Lender required by an agreement permitted by this Section 2.5(d) shall not
constitute an Event of Default under Section 7.1(a).



         2.6 Change of Control Offer. (a) Upon the occurrence of a Change of Control, each Lender
shall have the right to require that the Borrower prepay such Lender’s Loans at a price in cash
equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the date
of prepayment (subject to the right of Lenders to receive interest on the relevant Interest Payment
Date), in accordance with the terms contemplated in Section 2.6(b). In the event that at the time
of such Change of



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Control the terms of the Senior Secured Loan Facilities restrict or prohibit the
prepayment of Loans pursuant to this Section, then prior to the mailing of the notice to Lenders
provided for in Section 2.6(b) below but in any event within 30 days following any Change of
Control, the Borrower shall, unless otherwise agreed by the Supermajority Lenders, (i) repay in
full all such Senior Secured Loans and terminate the Senior Secured Loan Agreement or (ii) obtain
the requisite consent under the Senior Secured Loan Facilities to permit the prepayment of the
Loans as provided for in Section 2.6(b).




          (b) Within 30 days following any Change of Control, the Borrower shall mail a notice to the
Administrative Agent (which shall promptly inform each Lender) (the “Change of Control
Offer”) stating:




     (i) that a Change of Control has occurred and that each Lender has the right to
require the Borrower to prepay such Lender’s Loans at a prepayment price in cash
equal to 101% of the principal amount thereof on the date of prepayment, plus
accrued and unpaid interest, if any, to the date of prepayment (subject to the right
of Lenders to receive interest on the relevant Interest Payment Date);




     (ii) the circumstances and relevant facts regarding such Change of Control
(including information with respect to pro forma historical income, cash flow and
capitalization, in each case after giving effect to such Change of Control);




     (iii) the prepayment date (which shall be no earlier than 10 days nor later
than 30 days from the date such notice is mailed); and




     (iv) the instructions, as determined by the Borrower, consistent with this
Section, that a Lender must follow in order to have its Loans prepaid.



          (c) Lenders electing to have a Loan prepaid will be required to execute an appropriate form
duly completed, to the Administrative Agent. Lenders will be entitled to withdraw their election
if the Administrative Agent receives not later than three Business Days prior to the prepayment
date, a facsimile transmission or letter setting forth the name of the Lender, the principal amount
of Loans which was requested to be prepaid by the Lender and a statement that such Lender is
withdrawing its election to have such Loans prepaid.



          (d) On the prepayment date, the Borrower shall prepay the Loans of all Lenders who accept the
Change of Control Offer at a prepayment price equal to 101% of the principal amount thereof plus
accrued and unpaid interest, if any, to the date of prepayment.



          (e) Notwithstanding the foregoing provisions of this Section, the Borrower shall not be
required to make a Change of Control Offer following a Change of Control if (i) a third party makes
the Change of Control Offer in the manner, at the times and otherwise in compliance with the
requirements set forth in this Section applicable to a Change of Control Offer made by the Borrower
and prepays all Loans as to which offers for prepayment have been validly accepted and not
withdrawn under such Change of Control Offer or (ii) the Borrower optionally prepays the Loans
pursuant to Section 2.5 prior to the applicable Change of Control prepayment date.



          2.7 Special Mandatory Prepayment. If the aggregate amount which would be includible in
gross income for federal income tax purposes with respect to the Loans before the close of any
“accrual period” (as defined in Section 1272(a)(5) of the Code and Treasury Regulation Section
1.1272-1(b)(1)(ii)) ending after five years from the Closing Date (the “Aggregate
Inclusion”) exceeds an amount equal to the sum of (x) the aggregate amount of interest to be
paid in cash under the Loans before the close of such



-31-









 




accrual period and (y) the product of the
issue price of the Loans (as determined under Section 1273(b) of the Code) multiplied by the yield
to maturity of the Loans (as determined for purposes of applying Section 163(i) of the Code) (the
sum of (x) and (y), the “Adjusted Actual Payment”), the Borrower shall, before the close of
any such accrual period, make a mandatory prepayment in cash (any such prepayment, a “Special
Mandatory Prepayment”) on the Loans in an amount equal to the amount by which the Aggregate
Inclusion as of such time exceeds the Adjusted Actual Payment. Such Special Mandatory Prepayment
will be applied against and reduce the principal amount of the Loans outstanding at such time, but
will be taken into account as payments of interest for purposes of calculating any subsequent
Special Mandatory Prepayments. The Lenders and the Borrower intend that the Special Mandatory
Prepayments be sufficient to result in the Loans being treated as not having “significant original
issue discount” within the meaning of Section 163(i)(2) of the Code, and this paragraph shall be
interpreted in a manner consistent with such intent.




          2.8 Interest Rates, Payment Dates; Computation of Interest and Fees. (a) Subject to the
paragraph (b) of this Section 2.8, the Loans shall bear interest (computed on the basis of the
actual number of days elapsed over a year of 360 days) at a rate per annum equal to 13.00%. Not
less than 3 Business Days prior to the commencement of each Interest Period, the Borrower may elect
by delivery of a written notice to the Administrative Agent to pay interest in excess of 11.00% per
annum (or any portion of such excess interest (other than interest due under Section 2.8(b))) on
the Interest Payment Date for such Interest Period through the addition of such amount (the
“PIK Interest Amount”) to the then-outstanding aggregate principal amount of the
Loans. For all purposes under this Agreement, all PIK Interest Amounts shall be treated as
principal amounts of the Loans and all references in this Agreement to Loans shall include PIK
Interest Amounts. PIK Interest Amounts shall be allocated ratably to the principal amounts of the
Loans of each Lender in accordance with the aggregate principal amount of outstanding Loans of such
Lender. The Administrative Agent shall promptly deliver to each Lender any notice so received by
the Borrower. In the absence of such an election for any such Interest Period, interest on the
Loans shall be payable entirely in cash for such Interest Period. With respect to the Interest
Period commencing on the Closing Date, the Borrower will be deemed to have elected to pay all
interest for such Interest Period in cash.



          (b) (i) If all or a portion of the principal amount of, or any interest payable on, any Loan
or any other amount 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 that
would otherwise be applicable thereto pursuant to the foregoing provisions of this Section 2.8
plus 2% (all of which shall be payable in cash), in each case from the date of such
non-payment until such amount is paid in full (after as well as before judgment).



          (c) Interest shall be payable by the Borrower in arrears on each Interest Payment Date;
provided that interest accruing pursuant to paragraph (b) of this Section 2.8 shall be
payable from time to time on demand.



          2.9 Pro Rata Treatment and Payments. (a) Each payment or prepayment in respect of
principal or interest (including any PIK Interest Amount) in respect of the Loans shall be applied
to the amounts of such obligations owing to the Lenders, pro rata according to the respective
amounts then due and owing to such Lenders, other than payments pursuant to Section 2.5(d) or 2.12.



          (b) 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 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



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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 becomes due and payable
on a day other than a Business Day, such payment shall be extended to the next succeeding Business
Day. In the case of any extension of any payment of principal pursuant to the preceding sentence,
interest thereon shall be payable at the then applicable rate during such extension.




          (c) 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 Closing
Date, 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 the Closing 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 the Loans, 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.



          (d) 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.



          2.10 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



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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 2.10(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 2.10 or (ii) that are
withholding Taxes imposed on amounts payable under this Agreement or the other Loan Documents,
unless such Taxes are imposed as a result of a Change in Law occurring after such Lender becomes a
party hereto or as a result of any change in facts, occurring after such Lender
becomes a party hereto, 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 2.10 (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 2.10(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



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Code with respect to payments of “portfolio interest”, a statement
substantially in the form of Exhibit F 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 2.11) 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 2.10, 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 2.10 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 2.10. 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



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had never been paid. The agreements in this Section 2.10 shall survive the
termination of this Agreement and the payment of the Obligations.




          2.11 Change of Lending Office. Each Lender agrees that, upon the occurrence of any event
giving rise to the operation of Section 2.10(a) 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 and; provided,
further, that nothing in this Section 2.11 shall affect or postpone any of the obligations
of the Borrower or the rights of any Lender pursuant to Section 2.10(a).



          2.12 Replacement of Lenders. The Borrower shall be permitted to (a) replace with a financial institution or financial
institutions, or (b) prepay, subject to any applicable premium required by Section 2.5, the Loans
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 2.10; (ii) 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; or (iii) becomes the subject of a bankruptcy or
insolvency proceeding; 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 institution or financial institutions shall purchase, (x) until the second anniversary of
the Closing Date, at a price equal to 102% of the principal amount of the Loans being purchased,
and (y) thereafter, at par plus any premium that would have been required to be paid at the time by
the Borrower were the Borrower to make a voluntary prepayment of such Loans pursuant to Section
2.5, all Loans, and, in each case, other amounts owing to such replaced Lender on or prior to the
date of replacement; provided, that the Borrower may pay any premium owed under this clause
(B) on behalf of such replacement financial institution or financial institutions, (C) the
replacement financial institution or financial institutions, (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 9.6(b)(i)(B) and (y)
shall pay (unless otherwise paid by the Borrower) any processing and recordation fee required under
Section 9.6(b)(ii)(B), (D) the replaced Lender shall be obligated to make such replacement in
accordance with the provisions of Section 9.6, (E) if applicable, the replacement financial
institution or financial institutions shall consent to such amendment or waiver and (F) 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. 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 2.9.



SECTION 3. REPRESENTATIONS AND WARRANTIES




          To induce the Agent and the Lenders to enter into this Agreement and to make the Loans,
Holdings (to the extent applicable) and the Borrower hereby jointly represent and warrant (as to
itself and each of its Restricted Subsidiaries) to the Agent and each Lender, which representations
and warranties shall be deemed made on the Closing Date (to the extent relating to Holdings or the
Initial Borrower, immediately before giving effect to the Merger Transactions and to the extent
relating to Holdings, the Surviving Borrower or any Restricted Subsidiary, immediately after giving
effect to the Merger Transactions) that:



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          3.1 Financial Condition. (a) The audited consolidated balance sheet of the Company and
its Subsidiaries as at March 31, 2006, March 31, 2007 and March 31, 2008, and the related
statements of income and of cash flows for the fiscal years ended on such dates, in each case with
consolidating schedules for the U.S. government business of the Company and the other businesses of
the Company 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).



          (b) The pro forma consolidated balance sheet of the Borrower and its
Subsidiaries as of June 30, 2008 (i) has been prepared in good faith based on assumptions that are
believed by the Borrower to be reasonable at the time made (it being understood that such
assumptions are based on good faith estimates with respect to certain items and that the actual
amounts of such items on the Closing Date is subject to variation)), (ii) accurately reflects all
adjustments necessary to give effect to the Transactions and (iii) presents fairly, in all material
respects, the pro forma financial position of the Borrower and its Subsidiaries as
of June 30, 2008, as if the Transactions had occurred on such date; provided that such
pro forma balance sheet has been prepared without giving effect to all purchase
accounting or similar adjustments.



          3.2 No Change. As of the Closing Date, there has been no event, circumstance,
development, change or effect that has had a Closing Date Material Adverse Effect since the date of
the Merger Agreement.



          3.3 Existence; Compliance with Law. Except as set forth in Schedule 3.3, 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.



          3.4 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 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 consents, authorizations, filings and notices described in Schedule 3.4,
which



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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.




          (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, 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.



          3.5 No Legal Bar. The execution, delivery and performance of this Agreement and the other
Loan Documents by the Loan Parties thereto, 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 6.3).



          3.6 No Material Litigation. Except as set forth in Schedule 3.6, 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.



          3.7 No Default. No Default or Event of Default has occurred and is continuing (other
than, on the Closing Date, as a result of a breach of any representation or warranty other than any
Specified Representation).



          3.8 Ownership of Property; Liens. Except as set forth in Schedule 3.8A, 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 3.8B lists all Real
Property which is owned or leased by any Loan Party as of the Closing Date.



          3.9 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 Senior Secured 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



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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.




          3.10 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 the amount or 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.



          3.11 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.



          3.12 ERISA. (a) Except as would not reasonably be expected, 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 January 1, 2008 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



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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.




          3.13 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.



          3.14 Subsidiaries. (a) The Subsidiaries listed on Schedule 3.14 constitute all the
Subsidiaries of the Borrower at the date of this Agreement (and after giving effect to the Merger
Transactions and, to the extent applicable, the Company Reorganization). Schedule 3.14 sets forth
as of the Closing 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 Closing Date (and after giving effect to the Merger Transactions and, to the
extent applicable, the Company Reorganization), except as set forth on Schedule 3.14 or as
otherwise contemplated by the Merger 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.



          3.15 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.



          3.16 Accuracy of Information, etc. As of the Closing 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 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 Closing 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.



          3.17 Solvency. As of the Closing Date, the Loan Parties are (on a consolidated basis), and
after giving effect to the Transactions will be, Solvent.



SECTION 4. CONDITIONS PRECEDENT




          4.1 Conditions to Loans. The agreement of each Lender to make the Loans requested to be
made by it is subject to the satisfaction (or waiver), prior to or concurrently with the making of
such Loan on the Closing Date, of the following conditions precedent:




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     (a) Credit Agreement; Senior Secured Loan Facilities. The Administrative Agent
shall have received (i) this Agreement, executed and delivered by the Administrative Agent,
Holdings, the Borrower, the Lead Arrangers and the Lenders party hereto and (ii) the
Guarantee Agreement, executed and delivered by Holdings, the Borrower and each Subsidiary
Guarantor. The Administrative Agent shall have received evidence that the Senior Secured
Loan Documents have been executed and delivered by all Persons stated to be a party thereto in the form
then most recently delivered to the Administrative Agent, and the Senior Secured Loans
contemplated to be made thereunder on the Closing Date shall have been made.




     (b) Transaction, etc. The following transactions shall be consummated:




     (i) Merger. The Merger Transactions shall be consummated substantially
concurrently with the initial funding of the Loans on the Closing Date (A) in
accordance with the Merger Agreement and the related disclosure schedules and
exhibits thereto, without waiver or amendment of any material provision thereof
(other than any such waivers or amendments (including, without limitation, with
respect to any representations and warranties in the Merger Agreement) as are not
materially adverse to the Lenders or the Lead Arrangers (including, without
limitation, the definition of “Company Material Adverse Effect” therein and the
representation and warranty set forth in Section 4.8(c) thereof)) unless consented
to by the Lead Arrangers (which consent shall not be unreasonably withheld or
delayed) or (B) on such other terms and conditions as are reasonably satisfactory to
the Lead Arrangers.




     (ii) Equity Financing. The Permitted Investors shall have made equity
contributions to, or purchased for cash equity of, Holdings in an aggregate amount
that, together with all roll-over equity, constitutes not less than 40% of the
pro forma capitalization of Holdings and its subsidiaries on a
consolidated basis (after giving effect to the Transactions but excluding any
revolving loans made or letters of credit issued under the Senior Secured Loan
Facilities).




     (iii) The representation and warranty of the Company contained in Section
4.8(c) of the Merger Agreement shall be true and correct as of the Closing Date as
if made on and as of the Closing Date, except where the failure of such
representation and warranty to be so true and correct has not had and would not be
reasonably likely to have, individually or in the aggregate, a Closing Date Material
Adverse Effect.




     (c) Solvency Certificate. The Administrative Agent shall have received a
solvency certificate signed by the chief financial officer on behalf of Holdings,
substantially in the form of Exhibit G.




     (d) Closing Certificate. The Administrative Agent shall have received a
certificate of each Loan Party, dated as of the Closing Date, substantially in the form of
Exhibit C, with appropriate insertions and attachments.




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




     (f) Insurance. The Administrative Agent shall have received insurance
certificates satisfying the requirements of Section 5.5(c).



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




     (h) Specified Representations. The Specified Representations shall be true and
correct in all material respects.



SECTION 5. 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 or any Loan or other amount is owing to any Lender or
any Agent hereunder (other than contingent or indemnification obligations not then due), the
Borrower shall, and shall cause each of the Restricted Subsidiaries to:




          5.1 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 120 days (or 135 days with respect to the fiscal year ending March 31, 2009)
after the end of each fiscal year of the Borrower, commencing with the fiscal year ending
March 31, 2009, 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, 2010, 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 (or 60 days with respect to the fiscal quarters ending prior to
March 31, 2009) after the end of each of the first three quarterly periods of each fiscal
year of the Borrower, commencing with the fiscal quarter ending September 30, 2008, 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, commencing after the first full fiscal year after the Closing Date,
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 5.1 with respect to financial information of the Borrower and its
consolidated Subsidiaries by delivering information relating to Holdings, the Borrower and its
consolidated Subsidiaries.




          Documents required to be delivered pursuant to this Section 5.1 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






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and the Administrative Agent have access (whether a commercial, third-party website or whether
sponsored by the Administrative Agent).




          5.2 Certificates; Other Information. Furnish to the Administrative Agent for delivery to
each Lender, or, in the case of clause (g), 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 5.1(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 7.1, except as specified in such certificate;




     (b) concurrently with the delivery of any financial statements pursuant to Section 5.1,
(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 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 (or 135 days with respect to the fiscal year ending March
31, 2009) 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 at any time the Borrower,
Holdings or any Parent Company is subject to the reporting requirements set forth in Section
13(a) or 15(d) of the Securities Exchange Act of 1934, the Administrative Agent shall
deliver the Annual Operating Budget only to “private-side” Lenders (i.e., Lenders that wish
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).




     (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 may make to, or file with,
the SEC, in each case to the extent not already provided pursuant to Section 5.1 or any
other clause of this Section 5.2;




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




     (f) promptly upon delivery thereof under the relevant agreement, notice of any default
or event of default under the Senior Secured Loan Facilities, and, prior to the
effectiveness thereof, copies of substantially final drafts of any proposed material
amendment, supplement, waiver or other modification with respect to the Senior Secured Loan
Facilities; and




     (g) 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.



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          Notwithstanding anything to the contrary in this Section 5.2, 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.



Documents required to be delivered pursuant to this Section 5.2 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 to provide 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).




          5.3 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.




          5.4 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 6.4 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.




          5.5 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.




          5.6 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






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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 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 5.6, 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.




          5.7 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;




     (c) the following events, that would reasonably be expected to have a Material Adverse
Effect, as soon as possible and in any event within 30 days after the Borrower or any
Subsidiary Guarantor knows thereof: (i) the occurrence of any Reportable Event with respect to
any Single Employer Plan, a failure to make any required contribution to a Plan, the
creation of any Lien in favor of the PBGC or a Plan on the assets of Holdings, the Borrower
or any of its Restricted Subsidiaries or any withdrawal from, or the termination,
Reorganization or Insolvency of, any Multiemployer Plan, (ii) the institution of proceedings
or the taking of any other action by the PBGC or Holdings or any Commonly Controlled Entity
or any Multiemployer Plan with respect to the withdrawal from, or the termination,
Reorganization or Insolvency of, any Multiemployer Plan or (iii) the occurrence of any
similar events with respect to a Commonly Controlled Plan, that would reasonably be likely
to result in a direct obligation of the Borrower or any of its Restricted Subsidiaries to
pay money; and




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



-45-









 




Each notice pursuant to this Section 5.7 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.




          5.8 Further Assurances. (a) Except as otherwise contemplated by Section 6.7(p), with
respect to any new Subsidiary that is a Non-Excluded Subsidiary created or acquired after the
Closing 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 Administrative Agent and cause such
new Subsidiary to become a party to the Guarantee Agreement. 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
5.1 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 5.1 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 5.1 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 Agreement and execute and deliver
the documents and other instruments referred to in this paragraph (a) to the extent such affected
Subsidiary is not otherwise an Excluded Subsidiary.




          (b) 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 6.7, 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
5.8(a) 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).




          (c) 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 Administrative Agent may reasonably request for the purposes implementing or effectuating the
provisions of this Agreement and the other Loan Documents.




          5.9 Use of Proceeds. The proceeds of the Loans shall be used solely to effect the Merger
Transactions, the Refinancing and to pay related fees and expenses.




          5.10 Post-Closing Undertakings. Within the time period specified on Schedule 5.10 (or such
later date to which the Administrative Agent consents), comply with the provisions set forth in
Schedule 5.10.






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SECTION 6. NEGATIVE COVENANTS




          The Borrower (on behalf of itself and each of the Restricted Subsidiaries) hereby agrees that,
so long as the Commitments remain in effect or any Loan or other amount is owing to any Lender or
the Administrative Agent (other than contingent or indemnification obligations not then due), the
Borrower shall not, and shall not permit any of the Restricted Subsidiaries to:




          6.1 Consolidated Total Leverage Ratio. (a) Commencing with the Test Period ending
December 31, 2008, permit the Consolidated Total Leverage 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 Total
	Period	 	Leverage Ratio
	December 31, 2008

	 	7.50:1.00
	March 31, 2009

	 	7.50:1.00
	June 30, 2009

	 	7.20:1.00
	September 30, 2009

	 	6.90:1.00
	December 31, 2009

	 	6.60:1.00
	March 31, 2010

	 	6.30:1.00
	June 30, 2010

	 	6.00:1.00
	September 30, 2010

	 	5.70:1.00
	December 31, 2010

	 	5.70:1.00
	March 31, 2011

	 	5.40:1.00
	June 30, 2011

	 	5.10:1.00
	September 30, 2011

	 	4.80:1.00
	December 31, 2011

	 	4.50:1.00
	March 31, 2012

	 	4.20:1.00
	and thereafter
	 	 






          6.2 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;




     (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 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 6.3(g) in an aggregate principal amount, when combined with the
aggregate principal amount of Indebtedness outstanding under clauses (t) and (u) of this
Section 6.2, not to exceed $90,000,000 at any one time outstanding;




     (d) (i) Indebtedness outstanding on the date hereof and listed on Schedule 6.2(d) and
any Permitted Refinancing thereof and (ii) Indebtedness otherwise permitted under Section
6.10;



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     (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 6.7(h), (k),
(m) or (v);




     (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 6.7 (both before or after any liability
associated therewith becomes fixed);




     (i) (i) Indebtedness of the Borrower in respect of the Senior Secured Loan Agreement in
an aggregate principal amount not to exceed $910,000,000 less the principal amount thereof
mandatorily prepaid thereunder as a result of any “Asset Sales” or “Recovery Events” under
and as defined in the Senior Secured Loan Agreement, plus any accrued interest, fees,
discounts, premiums and expenses, in each case, in respect thereof, (ii) Guarantee
Obligations of any Subsidiary Guarantor in respect of such Indebtedness, interest, fees,
discounts, premiums and expenses; provided that, in each case, in the case of any
guarantee of Indebtedness in respect of the Senior Secured Loan Agreement by any Restricted
Subsidiary that is not a Subsidiary Guarantor, such Restricted Subsidiary becomes a Subsidiary Guarantor under this
Agreement at or prior to the time of such guarantee, and (iii) any Permitted Refinancing
thereof;




     (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
$90,000,000 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 6.2, not to exceed $42,000,000 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



-48-









 






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 issued under, and as defined in, the
Senior Secured Loan Agreement, 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 6.6; provided that such Indebtedness is subordinated to the Obligations on
terms reasonably satisfactory to the Administrative Agent;




     (p) Permitted Subordinated Indebtedness in an aggregate principal amount not to exceed
$60,000,000 at any one time outstanding and any guarantees incurred in respect thereof;




     (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 Guarantees 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 6.2, shall not exceed $42,000,000 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 Closing 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 6.2(c) and 6.2(u)
shall not at any one time outstanding exceed $90,000,000 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 6.7 in an aggregate amount for all such Indebtedness together with the
aggregate principal amount of Indebtedness permitted by Sections 6.2(c) and 6.2(t) not to
exceed $90,000,000 at any one time outstanding;




     (v) other unsecured Indebtedness so long as, at the time of incurrence thereof, (i)
after giving effect to the incurrence of such unsecured Indebtedness (as if such unsecured
Indebtedness had been incurred on the first day of the most recently completed period of
four consecutive fiscal quarters of the Borrower ending on or prior to such date), the
Consolidated Total Leverage Ratio



-49-









 






would be less than or equal to (x) from the Closing Date until the second anniversary of the Closing Date, 5.25 to 1.00, (y) after the second
anniversary of the Closing Date until the third anniversary of the Closing Date, 5.00 to
1.00, and (z) after the third anniversary of the Closing Date, 4.75 to 1.00; (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 sinking
fund obligation prior to the date at least 180 days following the Maturity Date;




     (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 6.6(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 and any “Cash Management Obligations” as
defined in the Senior Secured Loan Agreement (as in effect on the Closing Date);




     (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) other Indebtedness so long as, at the time of and after giving effect thereto, (i)
the Consolidated Secured Leverage Ratio would be less than or equal to (x) from the Closing
Date until the last day of the eighteenth month after the Closing Date, 2.50 to 1.00 and (y)
after the last day of the eighteenth month after the Closing Date, 2.25 to 1.00
(provided that any unsecured Indebtedness incurred under this clause (aa) shall be
deemed to be secured Indebtedness for purposes of calculating the Consolidated Secured
Leverage Ratio under this clause (aa) for so long as such Indebtedness is maintained under
this clause (aa)) and (ii) no Default or Event of Default shall have occurred and be
continuing; 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 6.2, 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), (p), (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



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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 6.2(v) must be unsecured.



          6.3
 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 date hereof listed on Schedule 6.3(f) (or to the
extent not listed on such Schedule 6.3(f), where the fair market value of the Property to
which such Lien is attached is less than $5,000,000), (ii) securing Indebtedness permitted
by Section 6.2(d) and (iii) created after the date hereof in connection with any
refinancing, refundings, or renewals or extensions thereof permitted by Section 6.2(d);
provided that no such Lien is spread to cover any additional Property of the
Borrower or any Restricted Subsidiary after the Closing 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 6.2(c), 6.2(g), 6.2(j), 6.2(k), 6.2(r), 6.2(s), 6.2(t), 6.2(u)
and 6.2(w); provided that (A) in the case of any such Liens securing Indebtedness
incurred pursuant to Section 6.2(u) to the extent incurred to finance Acquisitions or
Investments permitted under Section 6.7, (x) such Liens shall be created substantially
concurrently with, or within 90 days after, the acquisition of the assets financed by such
Indebtedness and (y) such Liens do not at any time encumber any Property of the Borrower or
any Restricted Subsidiary other than the Property financed by such Indebtedness and the
proceeds thereof, (B) in the case of any such Liens securing Indebtedness pursuant to
Sections 6.2(g) or 6.2(k), such Liens do not at any time encumber any Property of the
Borrower or any Subsidiary Guarantor, (C) in the case of any such Liens securing
Indebtedness incurred pursuant to Section 6.2(s), such Liens do not encumber any Property
other than cash paid to any such insurance company in respect of such insurance and (D) in
the case of any such Liens securing Indebtedness pursuant to Section 6.2(u), such Liens
exist at the time that the relevant Person becomes a Restricted Subsidiary and are not
created in



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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 6.2(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 securing Indebtedness incurred under Section 6.2(i) or (aa);




     (i) Liens arising from judgments in circumstances not constituting an Event of Default
under Section 7.1(h);




     (j) Liens on Property or assets acquired pursuant to an acquisition permitted under
Section 6.7 (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 6.7 and not created in contemplation thereof and Liens created after the Closing
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 Closing 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 6.7;




     (p) Liens deemed to exist in connection with Investments permitted by Section 6.7(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;




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     (t) Liens on cash or cash equivalents 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, (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, (ii) other Liens securing cash
management obligations (that do not constitute Indebtedness) in the ordinary course of
business or (iii) Liens securing the Obligations;




     (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 6.2 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; and




     (z) other Liens with respect to obligations that do not exceed $42,000,000 at any one
time outstanding.



          6.4 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 5.8 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;



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     (e) Dispositions permitted by Section 6.5 and any merger, dissolution, liquidation,
consolidation, investment or Disposition, the purpose of which is to effect a Disposition
permitted by Section 6.5 may be consummated;




     (f) any Investment expressly permitted by Section 6.7 may be structured as a merger,
consolidation or amalgamation;




     (g) the transactions contemplated under the Transaction Documents;




     (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 6.4 or 6.5 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; and




     (i) any such transaction may be effected to the extent such transaction constitutes a
Change of Control and the Borrower complies with the requirements set forth in Section 2.6
within the period of time set forth therein.



          6.5 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;




     (c) Dispositions permitted by Section 6.4;




     (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 6.7, (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 $240,000,000 in
the aggregate; provided that at least 75% of the total consideration for any such
Disposition received



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by the Borrower and its Restricted Subsidiaries is in the form of cash, Cash Equivalents or Permitted Liquid Investments;




     (f) (i) any Recovery Event 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 6.7(h)
or (v);




     (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 6.3, (ii) Restricted Payments permitted by Section
6.6, (iii) Investments permitted by Section 6.7, (iv) payments permitted by Section 6.8 and
(v) sale and leaseback transactions permitted by Section 6.10;




     (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; 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;



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          6.6 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 (x) no Default or Event of Default is continuing or would
result therefrom and (y) the Consolidated Total Leverage Ratio for the most recently ended
period of four consecutive fiscal quarters of the Borrower shall not exceed 4.50 to 1.00 for
such period immediately before 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; provided no Restricted Payments under this clause (b) may be made for the
purpose of making a dividend or other distribution in respect of, or repurchasing or
redeeming, Capital Stock held by the Sponsor or any of its Affiliates (other than Holdings
or any Parent Company) in Holdings or any Parent Company; it being understood that such
Restricted Payments may be used for such purposes with respect to Capital Stock held by any
other Person in Holdings or any Parent Company;




     (c) the Borrower may make Restricted Payments to Holdings or any Parent Company 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 (or shareholders of Holdings, to the extent such taxes are attributable
to Holdings, the Borrower and the Restricted Subsidiaries), (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 6.9, (v) reasonable fees and expenses incurred
in connection with any debt or equity offering by Holdings or any Parent Company, 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, (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 and the Senior Secured Loan Agreement and any
other Senior Secured Loan Document and (vii) amounts due in respect of the Deferred
Obligation Amount under the Merger Agreement with the Net Cash Proceeds of any Equity
Issuance by, or capital contribution to, the Borrower;




     (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 or any Parent Company from
present or former officers, directors, consultants, agents or employees (or their estates,
trusts,



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family members or former spouses) of Holdings, the Borrower, any Parent Company or
any Subsidiary 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) $24,000,000 in any fiscal year (but not exceeding $60,000,000 in the
aggregate since the Closing Date), plus (ii) any proceeds received from key man life
insurance policies, plus (iii) any proceeds received by the Borrower, Holdings or
any Parent Company during such fiscal year from sales of the Capital Stock of Holdings, the
Borrower or any Parent Company to directors, consultants, officers or employees of Holdings,
such Parent Company, the Borrower or any Subsidiary 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
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, any Parent Company, the Borrower or its
Restricted Subsidiaries in connection with a repurchase of the Capital Stock of Holdings or
any Parent Company will not be deemed to constitute a Restricted Payment for purposes of
this Section 6.6;




     (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 to
consummate the Transactions (including any Restricted Payments contemplated by the Merger
Agreement);




     (h) the Borrower may make Restricted Payments to allow Holdings or any Parent Company
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 7.1(a) or 7.1(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 6.4, 6.5, 6.7 and 6.9;




     (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);



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




     (m) provided that (i) no Default or Event of Default is continuing or would
result therefrom and (ii) the Consolidated Total Leverage Ratio for the most recently ended
period of four consecutive fiscal quarters of the Borrower shall not exceed 2.00 to 1.00 for
such period immediately before and immediately after giving effect to such Restricted
Payment, at any time following the sixth anniversary of the Closing Date, the Borrower and
its Restricted Subsidiaries may make Restricted Payments to redeem or purchase the Capital
Stock of the Borrower, Holdings or any Parent Company in an amount not to exceed 10% of the
Borrower’s Consolidated EBITDA in any fiscal year; provided no Restricted Payments
under this clause (m) may be made for the purpose of making a dividend or other distribution
in respect of, or repurchasing or redeeming, Capital Stock held by the Sponsor or any of its
Affiliates (other than Holdings or any Parent Company) in Holdings or any Parent Company; it
being understood that such Restricted Payments may be used for such purposes with respect to
Capital Stock held by any other Person in Holdings or any Parent Company;




     (n) provided that no Default or Event of Default is continuing or would result
therefrom, after a Holdings IPO, the Borrower may make Restricted Payments to Holdings or
any Parent Company so that Holdings or any Parent Company may make Restricted Payments to
its equity holders in an aggregate amount not exceeding 6.0% per annum of the Net Cash
Proceeds received by the Borrower from such Holdings IPO; provided that the
Available Amount shall be reduced by a corresponding amount of any such Restricted Payments;
and




     (o) provided that no Default or Event of Default is continuing or would result
therefrom, other Restricted Payments in an amount not to exceed $36,000,000;
provided that no Restricted Payments under this clause (o) may be made for the
purpose of making a dividend or other distribution in respect of, or repurchasing or
redeeming, Capital Stock held by the Sponsor or any of its Affiliates (other than Holdings
or any Parent Company) in Holdings or any Parent Company; it being understood that such
Restricted Payments may be used for such purposes with respect to Capital Stock held by any
other Person in Holdings or any Parent Company.



          6.7 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 Sections 6.2 to the extent arising as a result of Indebtedness among Holdings, the
Borrower or any Restricted Subsidiary and Guarantee Obligations permitted by Section 6.2 and
payments made in respect of such Guarantee Obligations, (ii) the forgiveness or conversion
to equity of any Indebtedness permitted by Section 6.2 and (iii) Guarantees by any Borrower
or any Restricted



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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 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 $6,000,000
(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 6.7(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 5.8(a) 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 $90,000,000 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 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
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)
$60,000,000 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 6.7(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 6.6;




     (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;



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     (k) Investments in existence on, or pursuant to legally binding written commitments in
existence on, the Closing Date and listed on Schedule 6.7 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
6.7;




     (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) Investments arising as a result of payments permitted by Section 6.8(a);




     (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 to the extent such
new Subsidiary is a Domestic Subsidiary, the Borrower and such Subsidiary comply with the
provisions of Section 5.8(a); 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 6.7, 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 5.8(a) 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 6.5;
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 6.3(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) $30,000,000 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 6.6;



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     (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 $48,000,000 at any one time
outstanding; and




     (y) Investments constituting loans or advances by the Borrower to Holdings or a Parent
Company in lieu of Restricted Payments permitted pursuant to Section 6.6.


It is further understood and agreed that for purposes of determining the value of any Investment
outstanding for purposes of this Section 6.7, such amount shall 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 6.7 unless such Investment is permitted pursuant to
clause (h) or (v) above.




          6.8 Optional Payments and Modifications of Certain Debt Instruments. (a) Make any
optional or voluntary payment, prepayment, repurchase or redemption of, or otherwise voluntarily or
optionally defease the principal of or interest on, or any other amount owing in respect of any
Permitted Subordinated Indebtedness; provided that (A) the Borrower or any Restricted
Subsidiary may prepay any Permitted Subordinated Indebtedness (or any Permitted Refinancing
thereof) with amounts constituting the Available Amount at any time if the Consolidated Total
Leverage Ratio is equal to or less than 4.50 to 1.00 as of the end of the most recently ended
Reference Period, (B) the Borrower or any Restricted Subsidiary may refinance, replace or extend
any Permitted Subordinated Indebtedness to the extent permitted by Section 6.2 and (C) the Borrower
or any Restricted Subsidiary may convert any Permitted Subordinated Indebtedness (or any Permitted
Refinancing thereof) to the Capital Stock of Holdings or any Parent Company. Notwithstanding the
foregoing, nothing in this Section 6.8 shall prohibit any AHYDO Payments in respect of any
Permitted Subordinated Indebtedness or, in each case, any Permitted Refinancing thereof.




          (b) Amend, modify or otherwise change, or consent or agree to any amendment, modification,
waiver or other change to, any of the terms of any Permitted Subordinated Indebtedness in any
manner that is materially adverse to the Lenders without the prior consent of the Administrative
Agent (with the approval of the Required Lenders); provided that nothing in this Section
6.8(b) shall prohibit the refinancing, replacement, extension or other similar modification of the
Permitted Subordinated Indebtedness to the extent otherwise permitted by Section 6.2.




          6.9 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 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 6.9, enter into
any transaction with any Person which is an Affiliate of Holdings only by reason of such Person and





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Holdings having common directors. For the avoidance of doubt, this Section 6.9 shall not apply to
employment, 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 6.9, 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.




          6.10 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 such 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 such 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 $42,000,000 in the aggregate for
all such arrangements.




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




          6.12 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 and the Senior Secured 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 6.2 (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 6.3(g) and 6.3(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 entered into in the ordinary course of business,
(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)






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restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of
business.




          6.13 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.




          6.14 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.




          6.15 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 or any Loan or other amount is owing to any Lender or any Agent
hereunder (other than contingent or indemnification obligations not then due): 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 and the Senior Secured 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 6.6, (v) the receipt and payment of Restricted Payments
permitted under Section 6.6, (vi) those related to the Transactions and in connection with the
Merger Documents and other agreements contemplated thereby or hereby, (vii) to the extent that
Section 6 expressly permits the Borrower or a Restricted Subsidiary to enter into a transaction
with Holdings, (viii) activities in connection with or in preparation for an initial public
offering and (ix) activities incidental to the foregoing activities.




SECTION 7. EVENTS OF DEFAULT




          7.1 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, or (ii) any interest owed by it on any Loan, 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) (i) On the Closing Date, any Specified Representation, and (ii) at any time after
the Closing Date, 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 5.7(a) or Section 6; provided that, any Event of Default under
Section 6.1 is subject to cure as contemplated by Section 7.2; 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



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paragraphs (a) through (c) of this Section 7.1), 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) 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 $30,000,000, 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



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Subsidiaries (other than any Immaterial Subsidiary) shall consent to or approve of, or acquiescence 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 $30,000,000
(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) The Guarantees pursuant to the Guarantee Agreement by any Loan Party 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 legal, valid and binding obligations;


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 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 in full in cash, and (B) if such event is any
other Event of Default, 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 full in cash. Except as expressly provided above
in this Section 7.1 or otherwise in any Loan Document, presentment, demand and protest of any kind
are hereby expressly waived by Holdings and the Borrower.




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          7.2 Specified Equity Contributions. For purposes of determining compliance with Section
6.1 only (and not any other provision of this Agreement, including any such other provision that
utilizes a calculation of Consolidated EBITDA), any equity contribution (other than Disqualified
Capital Stock) made by Holdings or any of the other direct or indirect equityholders of the
Borrower to the Borrower, on or after the Closing Date and on or prior to the day that is 10
Business Days after the day on which financial statements are required to be delivered for such
fiscal quarter pursuant to Section 5.1 shall, at the request of the Borrower, be deemed to
increase, dollar for dollar, Consolidated EBITDA for such fiscal quarter for the purposes of
determining compliance with Section 6.1 at the end of such fiscal quarter and applicable subsequent
periods (it being understood that each such contribution shall be effective as to such fiscal
quarter for all periods in which such fiscal quarter is included) (any such equity contribution so
included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”);
provided that (a) in each four fiscal quarter period there shall be a period of at least
three fiscal quarters in which no Specified Equity Contribution is made, (b) the amount of any
Specified Equity Contribution shall be no greater than the amount required to cause the Borrower to
be in compliance with Section 6.1, (c) no more than four Specified Equity Contributions may be made
in the aggregate prior to the Maturity Date, (d) Specified Equity Contributions shall not be
included in cash, Cash Equivalents and Permitted Liquid Investments for purposes of calculating
Consolidated Total Leverage and (e) all Specified Equity Contributions shall be disregarded for any
purpose under this Agreement other than determining compliance with Section 6.1.




          If, after the making of the Specified Equity Contribution and the recalculations of
Consolidated EBITDA pursuant to the preceding paragraph, the Borrower shall then be in compliance
with the requirements of Section 6.1, the Borrower shall be deemed to have satisfied the
requirements of such covenant as of the relevant date of determination with the same effect as
though there had been no failure to comply therewith at such date, and the applicable Event of
Default that had occurred shall be deemed cured.




SECTION 8. THE ADMINISTRATIVE AGENT




          8.1 Appointment. Each Lender hereby irrevocably designates and appoints the
Administrative Agent as the agent of such Lender under the Loan Documents and each such Lender
irrevocably authorizes the Administrative 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 the Administrative 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 Administrative Agent
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 Administrative Agent.




          8.2 Delegation of Duties. The Administrative 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. The
Administrative Agent shall not be responsible for the negligence or misconduct of any agents or
attorneys in-fact selected by it with reasonable care.




          8.3 Exculpatory Provisions. The Administrative Agent and its officers, directors,
employees, agents, attorneys-in-fact or affiliates shall not 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




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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
Administrative Agent 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 Administrative Agent 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.




          8.4 Reliance by the Agents. The Administrative Agent 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 Administrative
Agent. The Administrative Agent 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 Administrative Agent 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 Supermajority Lenders) 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 Administrative Agent 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 Supermajority Lenders), 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.




          8.5 Notice of Default. The Administrative Agent shall not be deemed to have knowledge or
notice of the occurrence of any Default or Event of Default unless it 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 the
Administrative Agent receives such a notice, the Administrative Agent shall give notice thereof to
the Lenders. The Administrative Agent 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 Supermajority Lenders); provided that unless and until the
Administrative Agent shall have received such directions, the Administrative 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.




          8.6 Non-Reliance on the Administrative Agent and Other Lenders. Each Lender expressly
acknowledges that the Administrative Agent and its respective officers, directors, employees,
agents, attorneys-in-fact or affiliates have not made any representations or warranties to it and
that no act by the Administrative 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 the Administrative Agent to any Lender. Each Lender represents to the Administrative
Agent that it has, independently and without reliance upon the Administrative 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





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this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative 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 Administrative Agent hereunder, the Administrative
Agent 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
its possession or the possession of any of its officers, directors, employees, agents,
attorneys-in-fact or affiliates.





          8.7 Indemnification. The Lenders agree to indemnify the Administrative Agent 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 8.7 (or, if
indemnification is sought after the date upon which 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 the
Administrative Agent in any way relating to or arising out of, the Loans, 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 the Administrative
Agent 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 the
Administrative Agent’s gross negligence or willful misconduct. The agreements in this Section 8.7
shall survive the payment of the Loans and all other amounts payable hereunder.




          8.8 The Administrative Agent in Its Individual Capacity. The Administrative 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 it were not the
Administrative Agent. With respect to its Loans made or renewed by it the Administrative 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 the Administrative Agent, and the terms “Lender” and
“Lenders” shall include the Administrative Agent in its individual capacity.




          8.9 Successor Agent. The Administrative Agent may resign upon 30 days’ notice to the
Lenders and the Borrower effective upon appointment of a successor Administrative 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 7.1(a) or Section 7.1(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 Administrative Agent, and the retiring Administrative Agent’s rights, powers and
duties as Administrative Agent shall be terminated, without any other or further act or deed on the
part of such retiring Administrative Agent or any of the parties to this Agreement or any holders
of the Loans. If no successor Administrative 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 Administrative Agent’s giving of notice of resignation, then the retiring
Administrative 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 Administrative



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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 Administrative Agent’s resignation as Administrative Agent,
the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to
be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents.




          8.10 Authorization to Release Guarantees. The Administrative Agents is hereby irrevocably
authorized by each of the Lenders to effect any release of Guarantee Obligations contemplated by
Section 9.15.




SECTION 9. MISCELLANEOUS




          9.1 Amendments and Waivers. (a) 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 9.1. The Required Lenders and each Loan Party party to the relevant
Loan Document may, or, with the written consent of the Required Lenders, the Administrative Agent
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 Administrative Agent, 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 Administrative Agent 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, reduce the stated rate of any interest, fee or premium
payable hereunder (except 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)) 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 9.1 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, or release all or
substantially all of the Guarantors from their obligations under the Guarantee Agreement, in each
case without the written consent of all Lenders (other than to the extent permitted by Section
6.4); (iv) amend, modify or waive any provision of paragraph (a) of Section 2.9 without the written
consent of all Lenders adversely affected thereby; (v) amend, modify or waive any provision of
Section 8 without the written consent of the Administrative Agent; or (vi) amend the definition of
“Change of Control” or amend, modify or waive the provisions of Section 2.6 without the written
consent of Lenders holding more than 66-2/3% of the Commitments and Loans then outstanding (the
“Supermajority Lenders”); provided that determinations of the “Supermajority
Lenders” shall exclude any Commitments or Loans held by any Carlyle Fund. 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 Administrative Agent and all future holders of the
Loans. In the case of any waiver, the Loan Parties, the Lenders and the Administrative Agent 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) 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





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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.




          9.2 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 Administrative Agent, 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:
	 	Explorer Investor Corporation
	 	 
	 

	 	 	 	1001 Pennsylvania Avenue, NW	 	 
	 

	 	 	 	Washington, DC 20004	 	 
	 

	 	 	 	Attention: Ian Fujiyama	 	 
	 

	 	 	 	Telecopy: (202) 347-9250	 	 
	 

	 	 	 	Telephone: (202) 729-5426	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	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: Gregory H. Woods III	 	 
	 

	 	 	 	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	 	 






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	 	 	 	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: Gregory H. Woods III	 	 
	 

	 	 	 	Telecopy: (212) 521-7643	 	 
	 

	 	 	 	Telephone: (212) 909-6643	 	 
	 
	 	 	 	 	 	 
	 

	 	The Administrative Agent:
	 	Credit Suisse	 	 
	 

	 	 	 	One Madison Avenue, New York, NY 10010	 	 
	 

	 	 	 	Attention: Agency Manager	 	 
	 

	 	 	 	Telecopy: (212) 322-2291	 	 
	 

	 	 	 	Email: agency.loanops@credit-suisse.com	 	 





provided that any notice, request or demand to or upon the Administrative Agent,
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 Administrative Agent,
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.




          9.3 No Waiver; Cumulative Remedies. No failure to exercise and no delay in
exercising, on the part of the Administrative 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.




          9.4 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 hereunder.




          9.5 Payment of Expenses; Indemnification. Except with respect to Taxes which are
addressed in Section 2.10, the Borrower agrees (a) to pay or reimburse the Administrative Agent for
all of its reasonable and documented out-of-pocket costs and expenses incurred in connection with
the syndication of the Facility (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 Administrative Agent 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





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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 the Administrative Agent for all
its 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 Administrative Agent and
the Lenders, taken as a whole, and (c) to pay, indemnify or reimburse each Lender, the
Administrative Agent, each Lead Arranger and their respective affiliates, and their respective
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 to have resulted from
(i) the gross negligence, bad faith or willful misconduct 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 the Administrative Agent or Lead Arranger in
a suit involving the Administrative Agent or Lead Arranger in its capacity as such). For purposes
hereof, a “Related Person” of an Indemnitee means (i) if the Indemnitee is the Administrative Agent
or any of its affiliates or their respective officers, directors, employees, agents and controlling
Persons, any of the Administrative 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 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 9.5 shall be payable promptly
after receipt of a reasonably detailed invoice therefor. Statements payable by the Borrower
pursuant to this Section 9.5 shall be submitted to the Borrower at the address thereof set forth in
Section 9.2, 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 9.5 shall survive
repayment of the Obligations.




          9.6 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, 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) no Lender may assign or otherwise transfer its rights or obligations
hereunder except in accordance with this Section 9.6.




          (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






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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 to a Lender, an Affiliate of a Lender, an Approved Fund (as defined
below), or, if an Event of Default under Section 7.1(a) or 7.1(f) has occurred and is
continuing, any other Person; and




     (B) the Administrative Agent; provided that no consent of the Administrative
Agent shall be required for an assignment to (x) a Lender, an Affiliate of a Lender or an
Approved Fund or (y) Holdings, the Borrower or a Subsidiary of the Borrower in connection
with a purchase of Loans pursuant to Section 2.5(d).




     (ii) 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 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 $1,000,000, 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 7.1(a) or 7.1(f) has occurred and is continuing and (2) such amount
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; provided that
the provisions of this clause (ii) shall not apply to an assignment to Holdings or a
Subsidiary of the Borrower in connection with a purchase of Loans pursuant to
Section 2.5(d).



          For the purposes of this Section 9.6, “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



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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 2.10 and 9.5). Any assignment or transfer by a Lender of rights or obligations
under this Agreement that does not comply with this Section 9.6 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 9.6 (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
principal amount of the Loans owing to each Lender pursuant to the terms hereof from time to
time (the “Register”). Holdings, the Borrower, the Administrative Agent 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 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 9.6 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 the Borrower or the Administrative Agent, 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 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 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 9.1 and (2) directly affects such Participant. Subject to paragraph (c)(ii) of this
Section 9.6, the Borrower agrees that each Participant shall be entitled to the benefits of
Section 2.10 (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 9.6. 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 2.10 than the applicable Lender would have been entitled to receive with respect to
the participation



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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 2.10 unless such Participant
complies with Section 2.10(d) or (e), as (and to the extent) applicable, as if such
Participant were a Lender.



          (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 9.6 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, other than pursuant to Section
2.5(d), 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).




          9.7 Adjustments; Set-off. (a) Except to the extent that this Agreement provides for
payments to be allocated to a particular Lender, 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 7.1(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





-75-









 







by such Lender; provided that the failure to give such notice shall
not affect the validity of such setoff and application.




          9.8 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.




          9.9 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.




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




          9.11 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
LAW 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.




          9.12 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 9.2 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



-76-









 






     (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 9.12 any special,
exemplary, punitive or consequential damages.



          9.13 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 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.



          9.14 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”), 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 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 9.6(d) and prospective Lenders and participants in connection
with the syndication (including secondary trading) of the Facility 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) upon the request or demand of any Governmental
Authority having or purporting to have jurisdiction over it, (4) in response to any order of any
Governmental Authority or as may otherwise be required pursuant to any Requirement of Law, (5) to
the extent reasonably required or necessary, in connection with any litigation or similar
proceeding relating to the Facility, (6) that has been publicly disclosed other than in breach of
this Section 9.14, (7) 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 (8) 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




-77-









 







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.




          9.15 Release of Guarantee Obligations. (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 Administrative 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 or contingent or indemnification obligations not then due) take such
actions as shall be required 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 any contingent or indemnification obligations not then due) have been
paid in full, upon request of Holdings or the Borrower, the Administrative Agent shall take such
actions as shall be required to release all Guarantee Obligations under any Loan Document, whether
or not on the date of such release there may be 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.




          9.16 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 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. Until such
time as such an amendment shall have been executed and delivered by the Borrower, the
Administrative Agent and the Required Lenders, all financial ratios, standards and terms in this
Agreement shall continue to be calculated or construed as if such Accounting Changes had not
occurred. “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.




          9.17 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




-78-









 







RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.




          9.18 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 the Borrower and other
information that will allow such Lender to identify the Loan Parties in accordance with the Act.



[Signature Pages Follow]






-79-









 








          IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Agreement to
be duly executed and delivered as of the date first above written.




	 	 	 	 	 
	 	EXPLORER INVESTOR CORPORATION,

as Holdings

 	 
	 	By:  	/s/ Ian Fujiyama
 	 
	 	 	Name:  	Ian Fujiyama 	 
	 	 	Title:  	Vice President 	 
	 







 









 








	 	 	 	 	 
	 	EXPLORER MERGER SUB CORPORATION,

as Initial Borrower

 	 
	 	By:  	/s/ Ian Fujiyama
 	 
	 	 	Name:  	Ian Fujiyama 	 
	 	 	Title:  	Vice President 	 
	 







 









 








	 	 	 	 	 
	 	BOOZ ALLEN HAMILTON INC.,

as Surviving Borrower

 	 
	 	By:  	/s/ Ralph Shrader
 	 
	 	 	Name:  	Ralph Shrader 	 
	 	 	Title:  	Chairman and Chief Executive Officer 	 
	 
	 	 	 
	 	By:  	                   /s/ CG Appleby
 	 
	 	 	Name:  	CG Appleby 	 
	 	 	Title:  	Secretary 	 
	 







 









 








	 	 	 	 	 
	 	CREDIT SUISSE, CAYMAN ISLANDS BRANCH,

as Administrative Agent and a Lender

 	 
	 	By:  	/s/ John D. Toronto
 	 
	 	 	Name:  	John D. Toronto 	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	                      /s/ Shaheen Malik
 	 
	 	 	Name:  	Shaheen Malik 	 
	 	 	Title:  	Associate 	 
	 







 









 








	 	 	 	 	 
	 	LEHMAN BROTHERS COMMERCIAL BANK, 

as a Lender

 	 
	 	By:  	/s/ Darren S. Lane
 	 
	 	 	Name:  	Darren S. Lane 	 
	 	 	Title:  	Operations Officer 	 
	 






 












 





SCHEDULES




to



MEZZANINE CREDIT AGREEMENT1



among


EXPLORER INVESTOR CORPORATION,



EXPLORER MERGER SUB CORPORATION,

as the Initial Borrower,



BOOZ ALLEN HAMILTON INC.,

as the Surviving Borrower,



The Several Lenders from Time to Time Parties Hereto,



and



CREDIT SUISSE, CAYMAN ISLANDS BRANCH,

as Administrative Agent



Dated as of July 31, 2008




 





BANC OF AMERICA SECURITIES, LLC,

CREDIT SUISSE SECURITIES (USA) LLC,

and

LEHMAN BROTHERS INC.

as Joint Lead Arrangers and Joint Bookrunners





 




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





 









 





Schedule 1.1

to Mezzanine Credit Agreement




Excluded Subsidiaries



Booz Allen Hamilton Intellectual Property Holdings, LLC




 









 





Schedule 2.1

to Mezzanine Credit Agreement




Commitments




	 	 	 
	Lender	 	Commitment
	Credit Suisse
	 	$366,666,666.67
	Lehman Brothers Commercial Bank
	 	$183,333,333.33
	Total
	 	$550,000,000.00






 









 






Schedule 3.3

to Mezzanine Credit Agreement




Existence; Compliance with Law



Booz Allen Transportation Inc. is not in good standing due to New York State franchise tax
returns missing and franchise tax payments past due for the following periods: 9/30/1989 and
10/31/2002 including 9/30/2002, 9/30/2003 and 3/31/2006 MTA Surcharge Reports.






 









 








Schedule 3.4

to Mezzanine Credit Agreement




Consents, Authorizations, Filings and Notices




Government Approvals:



None.




Consents:



None.






 









 








Schedule 3.6

to Mezzanine Credit Agreement




Litigation



None.




 









 





Schedule 3.8A

to Mezzanine Credit Agreement




Excepted Property



None.




 









 





Schedule 3.8B

to Mezzanine Credit Agreement




Owned Real Property



None.




Leased Real Property




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	ZIP	 	Commencement/	 	Expiry
	OFFICE	 	ADDRESS	 	LOCATION	 	CODE	 	Renewal Date	 	Date
	EXEC SUITE 7

	 	6565 Americas Parkway, 215 — 218
	 	Albuquerque, NM
	 	 	87110	 	 	12/1/2006, 10/1/2007
	 	9/30/2008
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	OFFICE

	 	6363 Walker Lane
	 	Alexandria, VA
	 	 	22301	 	 	3/6/2007
	 	7/31/2012
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	OFFICE

	 	134 National Business Parkway, Suite 100, 200 & 300
	 	Annapolis Junction,
MD
	 	 	20701	 	 	5/19/1999
	 	9/30/2009
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	OFFICE

	 	304 Sentinel Drive
	 	Annapolis Junction,
MD
	 	 	20701	 	 	1/1/2006
	 	12/31/2015
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	OFFICE

	 	2345 Crystal Drive, Suite 913
	 	Arlington, VA
	 	 	22202	 	 	6/1/1994, 4/1/2007
	 	3/31/2011
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	OFFICE

	 	1530 Wilson Boulevard, Suite 100
	 	Arlington, VA
	 	 	22209	 	 	10/10/2003
	 	10/31/2008
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	OFFICE

	 	3811 N. Fairfax Drive (10th Fl)
	 	Arlington, VA
	 	 	22203	 	 	11/14/2002
	 	11/30/2009
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	OFFICE

	 	4001 N. Fairfax Drive, Suite 750
	 	Arlington, VA
	 	 	22203	 	 	10/1/1995
	 	12/31/2010
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	OFFICE

	 	3811 N. Fairfax Drive, Suite 600 (6th Fl)
	 	Arlington, VA
	 	 	22203	 	 	11/14/2001, 2/20/2007
	 	11/30/2011
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	OFFICE

	 	1550 Crystal Drive, Suite 1100
	 	Arlington, VA
	 	 	22202	 	 	2/1/1994, 1/1/2007
	 	12/31/2011
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	DUPLICATE

	 	1550 Crystal Drive, Suite 1205
	 	Arlington, VA
	 	 	22202	 	 	9/1/1998, 1/1/2007
	 	12/31/2011
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	OFFICE

	 	33 Pervaya Magistralnaya Street, Suite 1002
	 	Astana, Kazakhstan
	 	 	 	 	 	1/1/2007
	 	12/31/2008
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	OFFICE 7

	 	230 Peachtree Street, Suite 2100
	 	Atlanta, GA
	 	 	30303	 	 	7/1/1999, 7/1/2004
	 	6/30/2012






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	ZIP	 	Commencement/	 	Expiry
	OFFICE	 	ADDRESS	 	LOCATION	 	CODE	 	Renewal Date	 	Date
	APARTMENT 3, 1

	 	J. Jabbarly Street, 44
	 	Baku, Azerbaijan
	 	 	 	 	 	9/1/2006
	 	11/30/2008
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	DIRECT CHARGE — Storage

	 	201 N. Charles Street
	 	Baltimore, MD
	 	 	21201	 	 	6/18/1997, 5/25/2005
	 	M-T-M
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	OFFICE

	 	201 N. Charles Street, Suite 1201
	 	Baltimore, MD
	 	 	21201	 	 	6/1/1996, 6/6/2007
	 	9/30/2010
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	OFFICE 7

	 	4692 Millenium Drive, Suite 200
	 	Belcamp, MD
	 	 	 	 	 	4/1/2006
	 	3/31/2013
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	EXPANSION SPACE

	 	4692 Millenium Drive, Suite 300
	 	Belcamp, MD
	 	 	 	 	 	4/1/2008
	 	3/31/2013
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	USAID OFFICE

	 	24, Smiljaniceva Street
	 	Belgrade, Serbia
	 	 	 	 	 	9/1/2006
	 	1st floor: 9/30/2010;
2nd floor: 9/30/2008
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	USAID OFFICE

	 	17, Dalmatiuska Street
	 	Belgrade, Serbia
	 	 	 	 	 	3/1/2008
	 	2/28/2011
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	OFFICE

	 	22 Batterymarch Street, 2nd and 5th Floors
	 	Boston, MA
	 	 	02109	 	 	3/1/2000
	 	2/28/2010
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	STORAGE

	 	22 Batterymarch Street
	 	Boston, MA
	 	 	02109	 	 	6/15/2000
	 	2/28/2010
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	EXEC SUITE

	 	35 Corporate Drive, 4th floor
	 	Burlington, MA
	 	 	1803	 	 	8/1/2006, 1/1/2008
	 	12/31/2008
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	OFFICE

	 	15059 Conference Center Drive, 3rd Floor
	 	Chantilly, VA
	 	 	22021	 	 	4/1/2001, 4/1/2008
	 	3/31/2013
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	OFFICE

	 	Ashley Center, 4401 Belle Oaks Drive, Suite 310
	 	Charleston, SC
	 	 	29405	 	 	9/1/2002, 9/1/2007
	 	8/31/2012
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	OFFICE

	 	1001 Research Park Blvd, Suite 300
	 	Charlottesville, VA
	 	 	22911	 	 	2/12/2007
	 	2/28/2012
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	DIRECT CHARGE 1

	 	1450 Academy Park Loop, 2nd Floor
	 	Colorado Springs, CO
	 	 	80910	 	 	12/15/2004, 10/1/2007
	 	8/31/2008
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	OFFICE

	 	121 South Tejon Street (Plaza of the Rockies) (9th fl)
	 	Colorado Springs, CO
	 	 	80910	 	 	10/28/2002, 5/1/2004
	 	4/30/2009
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	DUPLICATE

	 	121 South Tejon Street (Plaza of the Rockies) 11th Fl
	 	Colorado Springs, CO
	 	 	80910	 	 	12/18/2006
	 	12/31/2011
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	DUPLICATE

	 	121 South Tejon Street (Plaza of the Rockies) (10th fl)
	 	Colorado Springs, CO
	 	 	80910	 	 	10/1/2003
	 	5/31/2014
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	DIRECT CHARGE / License Agreement

	 	1050 North Newport Drive
	 	Colorado Springs, CO
	 	 	80916	 	 	9/1/2007
	 	M-T-M






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	ZIP	 	Commencement/	 	Expiry
	OFFICE	 	ADDRESS	 	LOCATION	 	CODE	 	Renewal Date	 	Date
	OFFICE 1

	 	1900 Founders Drive, Suite 300
	 	Dayton, OH
(Kettering)
	 	 	45420	 	 	12/1/2002, 2/1/2008
	 	11/30/2012
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Direct Charge

	 	17286 Dumfries Road
	 	Dumfries, VA
	 	 	22026	 	 	9/1/2006
	 	M-T-M
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	EXECUTIVE SUITE

	 	2530 Meridian Parkway
	 	Durham, NC
	 	 	27713	 	 	5/13/2008
	 	9/30/2008
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	OFFICE

	 	151 Industrial Way East
	 	Eatontown, NJ
	 	 	07724	 	 	7/9/1993, 5/1/2004
	 	4/30/2009
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	DUPLICATE

	 	151 Industrial Way East, Building C
	 	Eatontown, NJ
	 	 	07724	 	 	10/20/2006
	 	4/30/2009
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	DIRECT CHARGE / License Agreement 5

	 	2350 E. El Segundo Boulevard
	 	El Segundo, CA
	 	 	90245	 	 	10/1/2004, 10/1/2007
	 	9/30/2010
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	OFFICE 1

	 	5201 Leesburg Pike, Suite 400
	 	Falls Church, VA
	 	 	22041	 	 	4/1/1998, 4/1/2002, 4/1/2007
	 	6/30/2009
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	DIRECT CHARGE — Storage

	 	Skyline 3, 5201 Leesburg Pike
	 	Falls Church, VA
	 	 	22041	 	 	9/1/2001
	 	6/14/2009
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	DIRECT CHARGE — Storage

	 	Skyline 5, 5111 Leesburg Pike, B100
	 	Falls Church, VA
	 	 	22041	 	 	9/1/2001
	 	6/14/2009
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	OFFICE

	 	5205 Leesburg Pike, Suite 402
	 	Falls Church, VA
	 	 	22041	 	 	1/1/2001
	 	12/31/2010
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	EXECUTIVE SUITE

	 	5235 Westview Drive, Suite 100
	 	Frederick, MD
	 	 	21073	 	 	7/14/2008
	 	7/31/2009
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	OFFICE

	 	5299 DTC Boulevard, Suite 410
	 	Greenwood Village,
CO
	 	 	80111	 	 	9/22/1997, 10/1/2007
	 	9/30/2010
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	OFFICE 1

	 	1331 Ashton Road, Ste C&E
	 	Hanover, MD
	 	 	21076	 	 	10/15/1998, 10/1/2007
	 	9/30/2008
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	OFFICE

	 	13200 Woodland Park Road
	 	Herndon, VA
	 	 	20171	 	 	7/19/2004
	 	12/31/2015
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	DUPLICATE 1, 2

	 	737 Bishop Street, Suite 2800, Mauka Tower
	 	Honolulu, HI
	 	 	96813	 	 	8/7/2000, 4/22/2003, 6/6/2008
	 	8/31/2009
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	OFFICE

	 	733 Bishop Street, Suite 3000, Makai Tower
	 	Honolulu, HI
	 	 	96813	 	 	3/1/2005
	 	8/31/2009
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	OFFICE

	 	2525 Bay Area Boulevard, Suite 290
	 	Houston, TX
	 	 	77058	 	 	4/1/1992, 4/1/2008
	 	8/31/2008 (negotiating 1-yr.
extension)






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	ZIP	 	Commencement/	 	Expiry
	OFFICE	 	ADDRESS	 	LOCATION	 	CODE	 	Renewal Date	 	Date
	OFFICE9

	 	2625 Bay Area Boulevard, Suite 550
	 	Houston, TX
	 	 	77058	 	 	4/1/2007, 4/1/2008
	 	8/31/2008
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	OFFICE

	 	Cummings Research Park, Suite 200, 6703 Odyssey Drive
	 	Huntsville, AL
	 	 	35806	 	 	10/24/2003, 2/1/2007
	 	1/31/2012
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	EXEC SUITE

	 	8888 Keystone Crossing, Suite 1300
	 	Indianapolis, IN
	 	 	46240	 	 	9/1/2006, 6/14/2007
	 	7/31/2009
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	OFFICE

	 	7th Floor, Menara BDN, JI. M.H. Thamrin No. 5, Jakarta
Pusat
	 	Jakarta, Indonesia
	 	 	10340	 	 	12/1/2006
	 	9/30/2009
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	OFFICE

	 	1 Pasquerilla Plaza, Suite 128
	 	Johnstown, PA
	 	 	15901	 	 	10/15/2005
	 	10/31/2010
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	EXEC SUITE

	 	2300 Main Street, Suite 900
	 	Kansas City, MO
	 	 	64108	 	 	2/1/2007, 2/1/2008
	 	1/31/2009
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	OFFICE

	 	12B/V Igorivska Street, 5th Floor
	 	Kiev, Ukraine
	 	 	 	 	 	4/1/2007
	 	12/9/2008
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	OFFICE

	 	9500 Hillwood Drive, Suite 140
	 	Las Vegas, NV
	 	 	89134	 	 	4/13/2004, 5/1/2007
	 	4/30/2010
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	OFFICE 7

	 	The Abernathy Bldg., 1122 North Second St.
	 	Leavenworth, KS
	 	 	66048	 	 	7/1/2001, 7/22/2005, 9/1/2007
	 	7/31/2010
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	OFFICE

	 	46950 Bradley Blvd
	 	Lexington Park, MD
	 	 	20653	 	 	10/1/1991
	 	9/30/2008
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	DUPLICATE

	 	46950 Bradley Blvd, Building #2
	 	Lexington Park, MD
	 	 	20653	 	 	12/1/1998
	 	9/30/2008
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	TEMP OFFICE

	 	46610 Expedition Drive, Suite 100
	 	Lexington Park, MD
	 	 	20653	 	 	9/15/2006
	 	9/30/2008
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Sublease 1 office

	 	46610 Expedition Drive, Suite 101
	 	Lexington Park, MD
	 	 	20653	 	 	1/1/2007
	 	M-T-M
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	DUPLICATE

	 	900 Elk Ridge Landing Road, Airport Square II
	 	Linthicum, MD
	 	 	21090	 	 	8/26/1996
	 	9/30/2008
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	OFFICE

	 	900 Elk Ridge Landing Road, Airport Square II
	 	Linthicum, MD
	 	 	21090	 	 	9/1/2003
	 	9/30/2008
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	OFFICE

	 	515 S. Flower Street, 36th Floor (REGUS)
	 	Los Angeles, CA
	 	 	90071	 	 	4/15/08
	 	4/30/2009
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	DUPLICATE

	 	5220 Pacific Concourse Drive, Suite 390
	 	Los Angeles, CA
	 	 	90045	 	 	9/28/92, 10/1/07
	 	7/31/2009
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	OFFICE

	 	5220 Pacific Concourse Drive, 2nd Floor
	 	Los Angeles, CA
	 	 	90045	 	 	7/13/04
	 	7/31/2009
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	OFFICE

	 	8281 Greensboro Drive
	 	McLean, VA
	 	 	22102	 	 	1/1/1992
	 	12/31/2010
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	OFFICE

	 	8251 Greensboro Drive
	 	McLean, VA
	 	 	22102	 	 	6/4/1993
	 	12/31/2010
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	DUPLICATE

	 	8251 Greensboro Drive
	 	McLean, VA
	 	 	22102	 	 	5/1/2004
	 	12/31/2010
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	OFFICE

	 	8283 Greensboro Drive
	 	McLean, VA
	 	 	22102	 	 	1/21/1996
	 	1/31/2011






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	ZIP	 	Commencement/	 	Expiry
	OFFICE	 	ADDRESS	 	LOCATION	 	CODE	 	Renewal Date	 	Date
	OFFICE

	 	8285 Greensboro Drive
	 	McLean, VA
	 	 	22102	 	 	1/2/2000
	 	1/31/2012
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	OFFICE

	 	8255 Greensboro Drive
	 	McLean, VA
	 	 	22102	 	 	4/2/2002
	 	6/30/2014
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	EXEC SUITE

	 	6767 N. Wickham Road, Suite A-401
	 	Melbourne, FL
	 	 	32940	 	 	07/12/05
	 	12/31/2008
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	EXEC SUITE

	 	5201 Blue Lagoon Drive, 9th Floor
	 	Miami, FL
	 	 	33126	 	 	7/1/2006
	 	6/30/2009
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	EXEC SUITE

	 	2501 Liberty Parkway, Suite 200
	 	Midwest City, OK
	 	 	73110	 	 	8/1/2007
	 	7/31/2009
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	OFFICE

	 	430 Davis Drive, Suite 150
	 	Morrisville, NC
	 	 	27560	 	 	3/1/2005
	 	5/31/2010
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	OFFICE

	 	Office 28, Building 1, Entrance 3 House 7/5, Bol’shaya Dmitrovka
Street
	 	Moscow, Russia
	 	 	12	 	 	4/1/2004
	 	3/31/2009
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	OFFICE1, 2

	 	111 Veterans Boulevard, Suite 230
	 	New Orleans, LA
	 	 	70005	 	 	3/31/2002, 3/21/2007
	 	3/31/2009
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	OFFICE

	 	Three Gateway Center, Suite 1625,100 Mulberry Street
	 	Newark, NJ
	 	 	07102	 	 	6/20/1996, 7/1/2006
	 	6/30/2009
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	OFFICE

	 	221 Third Street, 6th Floor, Admiral’s Gate Tower
	 	Newport, RI
	 	 	02840	 	 	11/1/1998, 11/1/2007
	 	10/31/2010
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	OFFICE

	 	Twin Oaks II, 5800 Lake Wright Drive — 1st,
3rd, 4th floors
	 	Norfolk, VA
	 	 	23502	 	 	4/1/2002
	 	4/30/2010
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	DIRECT CHARGE1 or 6

	 	39555 Orchard Hill Place, Suite 600
	 	Novi, MI
	 	 	48375	 	 	10/1/2007
	 	7/31/2008
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	OFFICE 4

	 	1003 E. Wesley Drive, Suite C
	 	O’Fallon, IL
	 	 	62269	 	 	12/6/2007
	 	12/5/2012
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	OFFICE 1

	 	1299 Farnam Street, Suite 1230
	 	Omaha, NE
	 	 	68102	 	 	4/1/2003
4/15/2008
	 	6/30/2010
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	OFFICE

	 	6825 Pine Street, Suite 358
	 	Omaha, NE
	 	 	68106	 	 	8/29/07
	 	8/28/2012
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	EXEC SUITE

	 	333 City Boulevard West — 17th Floor
	 	Orange, CA
	 	 	92868	 	 	10/1/2005, 4/1/2007
	 	6/30/2008
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	OFFICE

	 	13501 Ingenuity Drive, Suite 228, One Resource Square
	 	Orlando, FL
	 	 	32826	 	 	12/1/1999, 6/1/2004
	 	11/30/2009
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	OFFICE

	 	6710 Oxon Hill Road
	 	Oxon Hill, MD
	 	 	20745	 	 	5/7/2008
	 	5/6/2013
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	OFFICE

	 	220 West Garden Street, Suite 600
	 	Pensacola, FL
	 	 	32502	 	 	3/28/2005
	 	1/31/2011






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	ZIP	 	Commencement/	 	Expiry
	OFFICE	 	ADDRESS	 	LOCATION	 	CODE	 	Renewal Date	 	Date
	OFFICE

	 	1818 Market Street, 27th Floor
	 	Philadelphia, PA
	 	 	19103	 	 	11/8/1999, 11/1/2004
	 	3/31/2010
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	DIRECT CHARGE

	 	Pueblo Union Depot, 104 West B Street
	 	Pueblo, CO
	 	 	81003	 	 	11/7/2005, 1/1/2008
	 	12/31/2008
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	LICENSE AGREEMENT (for one person in ACWA 

Public Outreach Office)

	 	104 West B Street
	 	Pueblo, CO
	 	 	81003	 	 	11/7/2005
	 	M-T-M
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	OFFICE

	 	1003-D N. Wilson Road
	 	Radcliff, KY
	 	 	40160	 	 	12/1/2006
	 	11/30/2009
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	DIRECT CHARGE

	 	1000 Commercial Drive, Suite #2
	 	Richmond, KY
	 	 	40475	 	 	1/5/2006
	 	12/31/2008
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	License Agreement

	 	900 E North Heritage Drive, Suite 1
	 	Ridgcrest, CA
	 	 	93555	 	 	12/1/2006
	 	2/29/2009
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	OFFICE

	 	Rock Island Arsenal, Building 62, Ground Floor, West Wing
	 	Rock Island, IL
	 	 	61299	 	 	4/27/2007
	 	7/31/2008
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	OFFICE 6

	 	12345 Parklawn Drive
	 	Rockville, MD
	 	 	20852	 	 	10/2/1998, 8/1/2006
	 	7/31/2008
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	OFFICE 6

	 	6010 Executive Blvd
	 	Rockville, MD
	 	 	20852	 	 	5/14/1999, 6/1/2001, 8/1/2006
	 	7/31/2008
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	OFFICE 4, 2

	 	One Preserve Parkway, 2600 Tower Oaks Blvd.
	 	Rockville, MD
	 	 	20852	 	 	2/15/08
	 	10/31/2015
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	OFFICE

	 	1101 Wootton Parkway, Suite 800
	 	Rockville, MD
	 	 	20852	 	 	3/15/2003
	 	3/31/2013
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	OFFICE

	 	500 Avery Lane
	 	Rome, NY
	 	 	13421	 	 	7/1/2008
	 	6/30/2013
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	OFFICE

	 	201 South Main Street, Suite 950
	 	Salt Lake City, UT
	 	 	84111	 	 	5/10/2005
	 	6/30/2010
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	OFFICE

	 	4241 Piedras Drive East, Suite 165
	 	San Antonio, TX
	 	 	78228	 	 	9/1/2001, 1/13/2005
	 	1/12/2010
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	OFFICE

	 	700 N. St. Mary’s St., Suite 700 (Riverwalk Plaza)
	 	San Antonio, TX
	 	 	78205	 	 	10/28/2002
	 	7/31/2011
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	DUPLICATE

	 	1615 Murray Canyon, Suite 900
	 	San Diego, CA
	 	 	92108	 	 	2/17/2004
	 	5/31/2009
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	DUPLICATE

	 	1615 Murray Canyon, Suite 140 & 615
	 	San Diego, CA
	 	 	92108	 	 	7/20/2006
	 	7/31/2011
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	DUPLICATE

	 	1615 Murray Canyon, Suite 800 (w/1010 &300)
	 	San Diego, CA
	 	 	92108	 	 	9/1/1996, 1/12/2006
	 	5/31/2012
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	DUPLICATE

	 	1615 Murray Canyon, Suite 1010 (w/800 & 300
	 	San Diego, CA
	 	 	92108	 	 	12/16/98, 1/12/2006
	 	5/31/2012






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	ZIP	 	Commencement/	 	Expiry
	OFFICE	 	ADDRESS	 	LOCATION	 	CODE	 	Renewal Date	 	Date
	DUPLICATE

	 	1615 Murray Canyon, Suite 300 (w/800 & 1010)
	 	San Diego, CA
	 	 	92108	 	 	6/10/2000, 1/12/2006
	 	5/31/2012
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	OFFICE

	 	3201 Airpark Drive, Suite 202
	 	Santa Maria, CA
	 	 	93455	 	 	3/1/2002, 5/12/2007
	 	5/11/2010
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	OFFICE

	 	101 California Street, Suite 3300
	 	San Francisco, CA
	 	 	94111-5855	 	 	12/15/1994
	 	1/21/2014
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	EXEC SUITE

	 	1990 Main Street, Suite 737, 739, 741 & 748
	 	Sarasota, FL
	 	 	34236	 	 	2/1/2008
	 	1/31/2009
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	EXEC SUITE 4

	 	720 Olive Way, Suite 1250
	 	Seattle, WA
	 	 	98101	 	 	9/1/2007
	 	8/31/2012
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	License Agreement

	 	500 N. Garden Avenue, 1B
	 	Sierra Vista, AZ
	 	 	85635	 	 	11/1/2007
	 	10/31/2008
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	OFFICE 4

	 	2/4 Nikola Vapcarov St
	 	Skopje, Macedonia
	 	 	 	 	 	11/20/2006
	 	9/28/2011
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	OFFICE

	 	25 Center Street, Suite 103
	 	Stafford, VA
	 	 	22556	 	 	7/16/2001, 8/1/2006
	 	7/31/2011
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	DIRECT CHARGE

	 	385 Moffett Park Drive, Suite 200
	 	Sunnyvale, CA
	 	 	94089	 	 	6/1/2005
	 	5/31/2010
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	OFFICE

	 	4890 W. Kennedy Boulevard, Suite 400, 475
	 	Tampa, FL
	 	 	33609	 	 	12/1/1992, 10/1/2006
	 	9/30/2009
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	EXEC SUITE

	 	7 Bambis Rigi St.
	 	Tbilisi, Georgia
	 	 	0105	 	 	4/20/2006
	 	1/20/2009
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	OFFICE 4

	 	2900 100 Street
	 	Urbandale, IA
	 	 	50322	 	 	3/26/2007
	 	3/31/2012
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	EXEC SUITE1

	 	308 N. Davis Drive, Suite 120
	 	Warner Robins,
Georgia
	 	 	31088	 	 	5/1/2007, 10/31/2007, 

[To be
fully executed]
	 	4/30/2009
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SUBLEASE

	 	East Columbia Square, 555 13th Street N.W., Suite 480
	 	Washington, DC
	 	 	20004	 	 	5/1/1998, 1/1/2006
	 	2/28/2009
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SUBLEASE

	 	700 13th Street, N.W.
	 	Washington, DC
	 	 	20005	 	 	8/22/2003
	 	1/31/2012 (lease) 
1/30/2012 (sublease)
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	OFFICE

	 	1201 M Street, S.E., Suite 220
	 	Washington, DC
	 	 	20003	 	 	11/12/2001, 12/1/2006
	 	11/30/2009
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	OFFICE

	 	955 L’Enfant Plaza North, S.W. Suite 5300
	 	Washington, DC
	 	 	20024	 	 	11/19/2004
	 	11/30/2009
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	DIRECT CHARGE

	 	One Technology Drive, 2nd Floor
	 	Westborough, MA
	 	 	01581	 	 	4/19/2007
	 	4/27/2010






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	ZIP	 	Commencement/	 	Expiry
	OFFICE	 	ADDRESS	 	LOCATION	 	CODE	 	Renewal Date	 	Date
	OFFICE

	 	Dragon Hill Lodge, Bldg 40508, South Post, Yongson
	 	Seoul, South Korea
	 	 	 	 	 	4/1/08
	 	3/31/09





Note: 1: Lease Renewal/Extension; 2: Waiting for signed Lease; 3: Mail Drop or Apartment; 4:
New Office; 5: Temp Office; 6: Closing Office; 7: Expansion; 8: Renovation; 9: Relocating




 









 





Schedule 3.14

to Mezzanine Credit Agreement




Subsidiaries



(a) Subsidiaries — All Subsidiaries, other than Booz Allen Hamilton Intellectual Property
Holdings, LLC, are restricted on the Closing Date.




	 	 	 	 	 	 	 	 	 	 	 
	 	 	Jurisdiction of	 	 	 	Class of Equity	 	Percent
	Entity	 	Incorporation	 	Parent	 	Interest	 	Held
	Aestix, Inc.

	 	Delaware
	 	Booz Allen Hamilton Inc.
	 	Common Stock
	 	 	100	%
	 

	 	 	 	 	 	Preferred Stock
	 	 	100	%
	ASE, Inc.

	 	Delaware
	 	Booz Allen Hamilton Inc.
	 	Common Stock
	 	 	100	%
	Booz Allen Hamilton 

Intellectual Property 

Holdings, LLC

	 	Delaware
	 	Booz Allen Hamilton Inc.
	 	Class A Member Interest
	 	100% of Class A
Member Interests

	Booz Allen Transportation Inc.

	 	New York
	 	Booz Allen Hamilton Inc.
	 	Common Stock
	 	 	100	%
	Aestix (UK) Ltd.

	 	United Kingdom
	 	Aestix, Inc.
	 	Ordinary Shares
	 	 	100	%








 




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




None.








 









 








Schedule 5.10

to Mezzanine Credit Agreement




Post-Closing Undertakings



Evidence that Booz Allen Transportation Inc. is in good standing with the New York State Department
of Taxation and Finance to be delivered to Administrative Agent no later than 60 days following the
Closing Date.








 









 








Schedule 6.2(d)

to Mezzanine Credit Agreement




Existing Indebtedness



Outstanding Letters of Credit




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Issuing Lender	 	Reference #	 	Beneficiary	 	Issue Date	 	Expiry Date	 	Currency	 	USD Amount
	Citibank

	 	NY-61640142 Lease
	 	Citibank
International
(London)—Moscow
Lease
	 	04/19/05
	 	10/31/09
	 	USD
	 	$	62,675.00	 
	Citibank

	 	NY-63661500 Bid Bond
	 	Citibank,
Romania—Ministry
fro Small and
Medium Size
Enterprises
	 	04/23/08
	 	Expires Citibank
Romania 12/30/08;
Expires Citibank
New York 01/31/09
	 	LEI
	 	$	7,094.23	 
	Citibank

	 	NY-61667052

Performance
	 	Citibank UAE—GHQ
Armed Forces
	 	07/05/07
	 	Expires Citibank
UAE 07/31/17;
Expires Citibank
New York 08/31/17
	 	AED
	 	$	82,719.00	 
	Citibank

	 	NY-61671197

Performance
	 	Citibank
Egypt—Fast Missile
Craft
	 	12/11/07
	 	10/01/08
	 	USD
	 	$	150,000.00	 
	JP Morgan Chase 

Manhattan Bank

	 	T-247850 Financial
	 	ACE—Workers’ Comp
Guarantee
	 	04/28/04
	 	Open-Ended
	 	USD
	 	$	845,585.00	 






 









 






Schedule 6.3(f)

to Mezzanine Credit Agreement




Existing Liens




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Secured	 	 	 	Original	 	Original
	Debtor	 	Jurisdiction	 	Filing	 	Party	 	Collateral	 	File Date	 	File No.
	Booz Allen Hamilton
Inc.

	 	Delaware Secretary
of State
	 	UCC Continuation
	 	BLC Corporation
	 	Leased equipment
	 	02/09/06
	 	 	60494369	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Booz Allen Hamilton
Inc.

	 	Delaware Secretary
of State
	 	UCC Continuation
	 	BLC Corporation
	 	Leased equipment
	 	01/03/07
	 	 	70024322	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Booz Allen Hamilton
Inc.

	 	Delaware Secretary
of State
	 	UCC Continuation
	 	Financial Leasing Corporation
	 	Leased equipment
	 	01/03/07
	 	 	70024199	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Booz Allen Hamilton
Inc.

	 	Delaware Secretary
of State
	 	UCC Continuation
	 	BLC Corporation
	 	Leased equipment
	 	09/18/07
	 	 	73516696	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Booz Allen Hamilton
Inc.

	 	Delaware Secretary
of State
	 	UCC-1
	 	McGrath Rentcorp and TRS-Rentelco
	 	Leased equipment
	 	07/11/08
	 	 	20082384954	 





Liens of Booz Allen Transportation Inc. arising from New York State franchise tax returns
missing and franchise tax payments past due for the following periods: 9/30/1989 and 10/31/2002
including 9/30/2002, 9/30/2003 and 3/31/2006 MTA Surcharge Reports.



The patent application for “Apparatus, method and computer readable medium for evaluating a network
of entities and assets” has not yet been assigned to Booz Allen Hamilton Inc. An assignment to
Booz Allen Hamilton Inc. will be filed within 30 days after the date hereof.




 









 





Schedule 6.7

to Mezzanine Credit Agreement




Existing Investments



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




Fee for Equity:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Net	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Asset	 	 	 	Number of
	Company Name	 	Cost Basis	 	Reserve	 	Value	 	Class of Equity Interests	 	Interests
	Vocatus

	 	$	152,722.80	 	 	 	(152,722.80	)	 	$	0	 	 	Undetermined
	 	 	5,916.00	 
	Dotphone Company

	 	$	66,960.60	 	 	 	(66,960.60	)	 	$	0	 	 	B Ordinary
	 	 	26,100.00	 
	Sharemax I (1)

	 	$	629,615.10	 	 	 	(629,615.10	)	 	$	0	 	 	Common Stock 5/22/00
	 	 	251,776.80	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	Series C Preferred 1/29/01
	 	 	2,037,598.20	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	Common Stock 1/31/01
	 	 	283,248.90	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	Common Stock 1/31/01
	 	 	509,399.40	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	Series C Preferred 1/31/01
	 	 	5,784,061.80	 
	Sharemax II

	 	$	161,040.00	 	 	 	(161,040.00	)	 	$	0	 	 	See above	 	 	 	 
	Sharemax PH II

	 	$	270,000.00	 	 	 	(270,000.00	)	 	$	0	 	 	See above	 	 	 	 
	Greyhound

	 	$	300,523.20	 	 	 	(300,523.20	)	 	$	0	 	 	Preferred Stock
	 	 	226,752.60	 
	Transportmax (2)

	 	$	1,500,000.00	 	 	 	(1,500,000.00	)	 	$	0	 	 	N.A.
	 	 	N.A.	 
	Clearforest

	 	$	59,441.40	 	 	 	(59,441.40	)	 	$	0	 	 	Series B3 Preferred
	 	 	56,341.80	 
	Daleen

	 	$	8,949.60	 	 	 	(8,949.60	)	 	$	0	 	 	Options on Common Stock

Expires 2/9/2010
	 	 	1,800.00	 
	Schema

	 	$	36,405.00	 	 	 	(36,405.00	)	 	$	0	 	 	Ordinary Shares
	 	 	10,638.00	 
	Quentra

	 	$	75,000.00	 	 	 	(75,000.00	)	 	$	0	 	 	Common Stock
	 	 	11,242.50	 
	Oceanconnect

	 	$	180,661.50	 	 	 	(180,661.50	)	 	$	0	 	 	Common Stock
	 	 	60,000.00	 
	Cci (Convergence
Communications,
Inc.)

	 	$	36,000.00	 	 	 	(36,000.00	)	 	$	0	 	 	 	 	 	 	 
	Eutex

	 	$	409,257.60	 	 	 	(409,257.60	)	 	$	0	 	 	Common Stock
	 	 	5,638.50	 
	Eyematic PH I and II

	 	$	142,070.40	 	 	 	(142,070.40	)	 	$	0	 	 	Series C Preferred
	 	 	70,406.70	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	Warrants (Expiry

5/20/2012 or five years

after IPO)
	 	 	34,265.70	 






 









 





Minority Equity:




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Net Asset	 	 	 	Number of	 
	Company Name	 	Cost Basis	 	Reserve	 	Value	 	Class of Equity Interests	 	Interests	 
	Panthea
	 	$1,205,920	 	$(1,080,000)	 	$125,920	 	Series A	 	 	228,021.00	 
	 
	 	 	 	 	 	 	 	Series B	 	 	443,979.00	 
	Logispring
	 	$   851,281	 	$                0 	 	$851,281	 	Preferred B Shares	 	 	7.50	 
	 
	 	 	 	 	 	 	 	Common B Shares	 	 	1,500.00	 








 




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






 












 





EXECUTION COPY

EXHIBIT A




FORM OF GUARANTEE AGREEMENT







 









 





 




 

 






GUARANTEE AGREEMENT




among




EXPLORER INVESTOR CORPORATION,



EXPLORER MERGER SUB CORPORATION,



as the Initial Borrower,



BOOZ ALLEN HAMILTON INC.,



as the Surviving Borrower,



and the Subsidiary Guarantors party hereto




and




CREDIT SUISSE,




as Administrative Agent



Dated as of ____ __, 20__



 




 

 






A-1









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	SECTION 1.
	 	DEFINED TERMS	 	 	1	 
	1.1
	 	Definitions	 	 	1	 
	1.2
	 	Other Definitional Provisions	 	 	2	 
	 
	 	 
	SECTION 2.
	 	GUARANTEE	 	 	2	 
	2.1
	 	Guarantee	 	 	2	 
	2.2
	 	Right of Contribution	 	 	3	 
	2.3
	 	No Subrogation	 	 	3	 
	2.4
	 	Amendments, etc. with respect to
the Borrower Obligations	 	 	4	 
	2.5
	 	Guarantee Absolute and Unconditional	 	 	4	 
	2.6
	 	Reinstatement	 	 	5	 
	2.7
	 	Payments	 	 	5	 
	 
	 	 
	SECTION 3.
	 	REPRESENTATIONS AND WARRANTIES	 	 	5	 
	3.1
	 	Representations in Mezzanine Credit Agreement	 	 	5	 
	 
	 	 
	SECTION 4.
	 	COVENANTS	 	 	5	 
	4.1
	 	Covenants in Mezzanine Credit Agreement	 	 	6	 
	 
	 	 
	SECTION 5.
	 	REMEDIAL PROVISIONS	 	 	6	 
	5.1
	 	Application of Proceeds	 	 	6	 
	 
	 	 
	SECTION 6.
	 	MISCELLANEOUS	 	 	6	 
	6.1
	 	Amendments in Writing	 	 	6	 
	6.2
	 	Notices	 	 	6	 
	6.3
	 	No Waiver by Course of Conduct;
Cumulative Remedies	 	 	6	 
	6.4
	 	Enforcement Expenses; Indemnification	 	 	7	 
	6.5
	 	Successors and Assigns	 	 	7	 
	6.6
	 	Set-Off	 	 	7	 
	6.7
	 	Counterparts	 	 	7	 
	6.8
	 	Severability	 	 	7	 
	6.9
	 	Section Headings	 	 	7	 
	6.10
	 	Integration	 	 	7	 
	6.11
	 	GOVERNING LAW	 	 	8	 
	6.12
	 	Submission To Jurisdiction; Waivers	 	 	8	 
	6.13
	 	Acknowledgements	 	 	8	 
	6.14
	 	Additional Guarantors	 	 	8	 
	6.15
	 	Releases	 	 	9	 
	6.16
	 	WAIVER OF JURY TRIAL	 	 	9	 
	 
	 	 
	SCHEDULES
	 	 	 	 		 
	 
	 	 
	Schedule 1
	 	Subsidiary Guarantors	 	 		 
	Schedule 2
	 	Notice Addresses	 	 		 







A-2









 







	 	 	 	 	 	 	 
	ANNEXES	 	 	 	 		 
	 
	 	 
	Annex I
	 	Assumption Agreement	 	 		 






A-3









 





GUARANTEE AGREEMENT




          GUARANTEE AGREEMENT, dated as of ____ __, 20___, among Explorer Investor Corporation, a
Delaware corporation (“Holdings”), Explorer Merger Sub Corporation, a Delaware corporation
(the “Initial Borrower”), Booz Allen Hamilton Inc., a Delaware corporation into which the
Initial Borrower shall be merged (“Booz Allen” or the “Surviving Borrower”), the
Subsidiaries of the Surviving Borrower listed on Schedule 1 hereto, and Credit Suisse, as
Administrative Agent (in such capacity, the “Administrative Agent”) for the banks and other
financial institutions or entities (the “Lenders”) from time to time parties to the
Mezzanine Credit Agreement, dated as of July 31, 2008 (as amended, supplemented or otherwise
modified from time to time, the “Mezzanine Credit Agreement”), among Holdings, the Initial
Borrower, Booz Allen, the Lenders, Credit Suisse, as Administrative Agent, Credit Suisse Securities
(USA) LLC, Banc of America Securities LLC, and Lehman Brothers Inc., as Joint Lead Arrangers and
Joint Bookrunners.




W I T N E S S E T H:




          WHEREAS, pursuant to the Mezzanine Credit Agreement, the Lenders have severally agreed to make
extensions of credit to the Borrower (as defined below) upon the terms and subject to the
conditions set forth therein;




          WHEREAS, the Borrower is a member of an affiliated group of companies that includes each
Guarantor (as defined below);




          WHEREAS, the proceeds of the extensions of credit under the Mezzanine Credit Agreement will be
used in part to enable the Borrower to make valuable transfers to one or more of the Guarantors in
connection with the operation of their respective businesses;




          WHEREAS, the Borrower and the Guarantors are engaged in related businesses, and each Guarantor
will derive substantial direct and indirect benefit from the making of the extensions of credit
under the Mezzanine Credit Agreement; and




          WHEREAS, it is a condition precedent to the obligation of the Lenders to make their respective
extensions of credit to the Borrower under the Mezzanine Credit Agreement that the Guarantors shall
have executed and delivered this Agreement to the Administrative Agent;




          NOW, THEREFORE, in consideration of the premises and to induce the Administrative Agent and
the Lenders to enter into the Mezzanine Credit Agreement and to induce the Lenders to make their
respective extensions of credit to the Borrower thereunder, each Guarantor hereby agrees with the
Administrative Agent as follows:




SECTION 1. DEFINED TERMS




     1.1 Definitions. (a) Unless otherwise defined herein, terms defined in the Mezzanine Credit Agreement and used
herein shall have the meanings given to them in the Mezzanine Credit Agreement.



     (b) The following terms shall have the following meanings:



A-4









 





          “Agreement”: this Guarantee Agreement, as the same may be amended, supplemented or
otherwise modified from time to time.




          “Borrower”: (a) at any time prior to the consummation of the Merger Transactions, the
Initial Borrower and (b) upon and at any time after the consummation of the Merger Transactions,
the Surviving Borrower.




          “Borrower Obligations”: the collective reference to the unpaid principal of and
interest on the Loans and all other obligations and liabilities of the Borrower (including, without
limitation, interest accruing at the then applicable rate provided in the Mezzanine Credit
Agreement after the maturity of the Loans and interest accruing at the then applicable rate
provided in the Mezzanine Credit Agreement after the filing of any petition in bankruptcy, or the
commencement of any insolvency, reorganization or like proceeding, relating to the Borrower,
whether or not a claim for post-filing or post-petition interest is allowed or allowable in such
proceeding) to the Administrative Agent or 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, the Mezzanine Credit Agreement, this Agreement, the
other Loan Documents or any other document made, delivered or given in connection therewith, in
each case whether on account of principal, interest, reimbursement obligations, fees, indemnities,
costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel
to the Administrative Agent or to the Lenders that are required to be paid by the Borrower pursuant
to the terms of any of the foregoing agreements).




          “Guarantor Obligations”: with respect to any Guarantor, all obligations and
liabilities of such Guarantor which may arise under or in connection with this Agreement
(including, without limitation, Section 2) or any other Loan Document to which such Guarantor is a
party, in each case whether on account of guarantee obligations, reimbursement obligations, fees,
indemnities, costs, expenses or otherwise (including, without limitation, all fees and
disbursements of counsel to the Administrative Agent or to the Lenders that are required to be paid
by such Guarantor pursuant to the terms of this Agreement or any other Loan Document).




          “Guarantors”: the collective reference to Holdings and the Subsidiary Guarantors that
may become a party hereto as provided herein.




          “Obligations”: (i) in the case of the Borrower, the Borrower Obligations and (ii) in
the case of each Guarantor, its Guarantor Obligations.




          “Subsidiary Guarantors”: the Subsidiaries of the Borrower listed on Schedule 1
hereto and any other Subsidiary of the Borrower that may become a party hereto as provided herein.




     1.2 Other Definitional Provisions. (a)The words “hereof,” “herein”, “hereto” 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 Section and Schedule references are to this Agreement unless otherwise
specified.



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



SECTION 2. GUARANTEE




     2.1 Guarantee.



A-5









 





     (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably,
guarantees to the Administrative Agent for the ratable benefit of the Administrative Agent, the
Lenders and their respective permitted successors, indorsees, transferees and assigns, the prompt
and complete payment and performance by the Borrower when due (whether at the stated maturity, by
acceleration or otherwise) of the Borrower Obligations.



     (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the
maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event
exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws
relating to the insolvency of debtors (after giving effect to the right of contribution established
in Section 2.2).



     (c) Each Guarantor agrees that the Borrower Obligations may at any time and from time to
time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee
contained in this Section 2 or affecting the rights and remedies of the Administrative Agent or any
Lender hereunder.



     (d) The guarantee contained in this Section 2 shall remain in full force and effect until
all the Borrower Obligations and the obligations of each Guarantor under the guarantee contained in
this Section 2 shall have been satisfied by payment in full (other than contingent or
indemnification obligations not then due) and the Commitments shall have been terminated,
notwithstanding that from time to time during the term of the Mezzanine Credit Agreement the
Borrower may be free from any Borrower Obligations, provided that any Guarantor shall be
released from its guarantee contained in this Section 2 as provided in Section 6.15.



     (e) No payment (other than payment in full) made by the Borrower, any of the Guarantors, any
other guarantor or any other Person or received or collected by the Administrative Agent or any
Lender from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue
of any action or proceeding or any set-off or appropriation or application at any time or from time
to time in reduction of or in payment of the Borrower Obligations shall be deemed to modify,
reduce, release or otherwise affect the liability of any Guarantor hereunder which shall,
notwithstanding any such payment (other than any payment made by such Guarantor in respect of the
Borrower Obligations or any payment received or collected from such Guarantor in respect of the
Borrower Obligations), remain liable for the Borrower Obligations up to the maximum liability of
such Guarantor hereunder until the Borrower Obligations shall have been paid in full (other than
contingent or indemnification obligations not then due) and the Commitments shall have been
terminated, provided that any Guarantor shall be released from its guarantee contained in
this Section 2 as provided in Section 6.15.



     2.2 Right of Contribution. Each Guarantor hereby agrees that to the extent that a Guarantor shall have paid more than
its proportionate share of any payment made hereunder, such Guarantor shall be entitled to seek and
receive contribution from and against any other Guarantor hereunder which has not paid its
proportionate share of such payment. Each Guarantor’s right of contribution shall be subject to
the terms and conditions of Section 2.3. The provisions of this Section 2.2 shall in no respect
limit the obligations and
liabilities of any Guarantor to the Administrative Agent and the Lenders, and each Guarantor
shall remain liable to the Administrative Agent and the Lenders for the full amount guaranteed by
such Guarantor hereunder.



     2.3 No Subrogation. Notwithstanding any payment made by any Guarantor hereunder or any set-off or application
of funds of any Guarantor by the Administrative Agent or any Lender, no Guarantor shall be entitled
to be subrogated to any of the rights of the Administrative Agent or any Lender against the
Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by
the



A-6









 




Administrative Agent or any Lender for the payment of the Borrower Obligations, nor shall any
Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any
other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to
the Administrative Agent and the Lenders by the Borrower on account of the Borrower Obligations
shall have been paid in full (other than contingent or indemnification obligations not then due)
and the Commitments shall have been terminated. If any amount shall be paid to any Guarantor on
account of such subrogation rights at any time when all of such Borrower Obligations shall not have
been paid in full, such amount shall be held by such Guarantor in trust for the Administrative
Agent and the Lenders, segregated from other funds of such Guarantor, and shall, forthwith upon
receipt by such Guarantor, be turned over to the Administrative Agent in the exact form received by
such Guarantor (duly indorsed by such Guarantor to the Administrative Agent, if required), to be
applied against the Borrower Obligations, whether matured or unmatured, in such order as the
Administrative Agent may determine.




     2.4 Amendments, etc. with respect to the Borrower Obligations. Each Guarantor shall remain obligated hereunder notwithstanding that, without any
reservation of rights against any Guarantor and without notice to or further assent by any
Guarantor, any demand for payment of any of the Borrower Obligations made by the Administrative
Agent or any Lender may be rescinded by the Administrative Agent or such Lender and any of the
Borrower Obligations continued, and the Borrower Obligations, or the liability of any other Person
upon or for any part thereof, or any collateral security or guarantee therefor or right of offset
with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended,
modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or
any Lender, and the Mezzanine Credit Agreement and the other Loan Documents and any other documents
executed and delivered in connection therewith may be amended, modified, supplemented or
terminated, in whole or in part, as the Administrative Agent (or the Required Lenders, or the
Supermajority Lenders, or all Lenders, or all Lenders directly affected thereby, as the case may
be) may deem advisable from time to time, and any collateral security, guarantee or right of
set-off at any time held by the Administrative Agent or any Lender for the payment of the Borrower
Obligations may be sold, exchanged, waived, surrendered or released.



     2.5 Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any
of the Borrower Obligations and notice of or proof of reliance by the Administrative Agent or any
Lender upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in
this Section 2; the Borrower Obligations, and any of them, shall conclusively be deemed to have
been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the
guarantee contained in this Section 2; and all dealings between the Borrower and any of the
Guarantors, on the one hand, with respect to the Loan Documents and the Administrative Agent and
the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or
consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives
diligence, presentment, protest, demand for payment and notice of
default or nonpayment to or upon the Borrower or any of the Guarantors with respect to the Borrower
Obligations. Each Guarantor understands and agrees that the guarantee of such Guarantor contained
in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of
payment without regard to (a) the validity or enforceability of the Mezzanine Credit Agreement or
any other Loan Document, any of the Borrower Obligations or any collateral security therefor or
guarantee or right of offset with respect thereto at any time or from time to time held by the
Administrative Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense
of payment or performance) which may at any time be available to or be asserted by the Borrower or
any other Person against the Administrative Agent or any Lender, or (c) any other circumstance
whatsoever (other than a defense of payment or performance) (with or without notice to or knowledge
of the Borrower or any Guarantor) which constitutes, or might be construed to constitute, an
equitable or legal discharge of the Borrower from the Borrower Obligations, or of such Guarantor
under the guarantee of such Guarantor contained in this Section 2, in bankruptcy or in any



A-7









 




other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder
against any Guarantor, the Administrative Agent or any Lender may, but shall be under no obligation
to, make a similar demand on or otherwise pursue such rights and remedies as it may have against
the Borrower, any other Guarantor or any other Person or against any collateral security or
guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure
by the Administrative Agent or any Lender to make any such demand, to pursue such other rights or
remedies or to collect any payments from the Borrower, any other Guarantor or any other Person or
to realize upon any such collateral security or guarantee or to exercise any such right of offset,
or any release of the Borrower, any other Guarantor or any other Person or any such collateral
security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or
liability hereunder, and shall not impair or affect the rights and remedies, whether express,
implied or available as a matter of law, of the Administrative Agent or any Lender against any
Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any
legal proceedings.




     2.6 Reinstatement. The guarantee contained in this Section 2 shall continue to be effective, or be reinstated,
as the case may be, if at any time payment, or any part thereof, of any of the Borrower Obligations
is rescinded or must otherwise be restored or returned by the Administrative Agent or any Lender
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 payments had not been made.



     2.7 Payments. Each Guarantor hereby guarantees that payments hereunder will be paid to the Administrative
Agent without set-off or counterclaim at the Funding Office.



SECTION 3. REPRESENTATIONS AND WARRANTIES




          To induce the Administrative Agent and the Lenders to enter into the Mezzanine Credit
Agreement and to induce the Lenders to make their respective extensions of credit to the Borrower,
each Guarantor hereby represents and warrants to each of the Administrative Agent and each other
Lender that:




     3.1 Representations in Mezzanine Credit Agreement. In the case of each Guarantor, the representations and warranties set forth in Section 3 of
the Mezzanine Credit Agreement to the extent they refer to such Guarantor or to the Loan Documents
to which such Guarantor is a party, each of which is hereby incorporated herein by reference, are
true and correct in all material respects, and each of the Administrative Agent and each other
Lender shall be entitled to rely on each of them as if they were fully set forth herein;
provided that each reference in each such representation and warranty to the Borrower’s
knowledge shall, for the purposes of this Section 3.1, be deemed to be a reference to such
Guarantor’s knowledge.



SECTION 4. COVENANTS




          Each Guarantor covenants and agrees with the Administrative Agent and the other Lenders that,
from and after the date of this Agreement until the Obligations shall have been paid in full (other
than contingent and indemnification obligations not yet due and owing) and the Commitments shall
have been terminated:




A-8









 







     4.1 Covenants in Mezzanine Credit Agreement. In the case of each Guarantor, to the extent applicable, such Guarantor shall take, or
shall refrain from taking, as the case may be, each action that is necessary to be taken or not
taken, as the case may be, so that no Default or Event of Default is caused by the failure to take
such action or to refrain from taking such action by such Guarantor or any of its Subsidiaries.



SECTION 5. REMEDIAL PROVISIONS




     5.1 Application of Proceeds. If an Event of Default shall have occurred and be continuing and the Loans shall have been
accelerated pursuant to Section 7 of the Mezzanine Credit Agreement, at any time at the
Administrative Agent’s election, the Administrative Agent may apply any proceeds of the guarantee
set forth in Section 2 in payment of the Obligations, and shall make any such application in the
following order:




     First, to pay incurred and unpaid reasonable, out-of-pocket fees and expenses
of the Agents under the Loan Documents;




     Second, to the Administrative Agent, for application by it towards payment of
amounts then due and owing and remaining unpaid in respect of the Obligations, pro
rata among the Lenders according to the amounts of the Obligations then due and
owing and remaining unpaid to each of them; and




     Third, any balance of such proceeds remaining after the Obligations shall have
been paid in full (other than contingent or indemnification obligations not then due) and
the Commitments shall have been terminated, shall be paid over to the Borrower or to
whomsoever shall be lawfully entitled to receive the same.



SECTION 6. MISCELLANEOUS




     6.1 Amendments in Writing. None of the terms or provisions of this Agreement may be waived, amended, supplemented or
otherwise modified except in accordance with Section 9.1 of the Mezzanine Credit Agreement.



     6.2 Notices. All notices, requests and demands to or upon the Administrative Agent or any Guarantor
hereunder shall be effected in the manner provided for in Section 9.2 of the Mezzanine Credit
Agreement; provided that any such notice, request or demand to or upon any Guarantor shall
be addressed to such Guarantor at its notice address set forth on Schedule 2 or at such
other address pursuant to notice given in accordance with Section 9.2 of the Mezzanine Credit
Agreement.



     6.3 No Waiver by Course of Conduct; Cumulative Remedies. Neither the Administrative Agent nor any Lender shall by any act (except by a written
instrument pursuant to Section 6.1), delay, indulgence, omission or otherwise be deemed to have
waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default. No
failure to exercise, nor any delay in exercising, on the part of the Administrative Agent or any
Lender, any right, power or privilege hereunder shall operate as a waiver thereof. No single or
partial exercise of any right, power or privilege hereunder shall preclude any other or further
exercise thereof or the exercise of any other right, power or privilege. A waiver by the
Administrative Agent or any Lender of any right or remedy hereunder on any one occasion shall not
be construed as a bar to any right or remedy which the Administrative Agent or such Lender would



A-9









 




otherwise have on any future occasion. The rights and remedies herein provided are cumulative, may
be exercised singly or concurrently and are not exclusive of any other rights or remedies provided
by law.




     6.4 Enforcement Expenses; Indemnification. Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders
harmless from, any and all out-of-pocket liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with
respect to the execution, delivery, enforcement, performance and administration of this Agreement
to the extent the Borrower would be required to do so pursuant to Section 9.5 of the Mezzanine
Credit Agreement. The agreements in this Section 6.4 shall survive repayment of the Obligations
and all other amounts payable under the Mezzanine Credit Agreement and the other Loan Documents.



     6.5 Successors and Assigns. This Agreement shall be binding upon the successors and assigns of each Guarantor and shall
inure to the benefit of the Administrative Agent and the Lenders and their successors and assigns;
provided, that no Guarantor may assign, transfer or delegate any of its rights or obligations under
this Agreement without the prior written consent of the Administrative Agent (it being understood
that Dispositions permitted under the Mezzanine Credit Agreement shall not be subject to this
proviso).



     6.6 Set-Off. Each Guarantor hereby irrevocably authorizes the Administrative Agent and each Lender at
any time and from time to time while an Event of Default shall have occurred and be continuing,
without notice to such Guarantor or any other Guarantor, any such notice being expressly waived by
each Guarantor, to the extent permitted by applicable law, upon any amount becoming due and payable
by each Guarantor (whether at the stated maturity, by acceleration or otherwise after the
expiration of any applicable 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 the Administrative Agent or such Lender to or for the credit or the account of
such Guarantor. The Administrative Agent and each Lender shall notify such Guarantor promptly of
any such set-off made by it and the application made by it of the proceeds thereof, provided that
the failure to give such notice shall not affect the validity of such set-off and application.



     6.7 Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any
number of separate counterparts (including by telecopy or electronic (i.e., “pdf”) transmission),
and all of said counterparts taken together shall be deemed to constitute one and the same
instrument.



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



     6.9 Section Headings. The Section headings used in this Agreement are for convenience of reference only and are
not to affect the construction hereof or be taken into consideration in the interpretation hereof.



     6.10 Integration. This Agreement and the other Loan Documents represent the agreement of the Guarantors, the
Administrative Agent and the Lenders with respect to the subject matter hereof and thereof.



A-10









 





     6.11 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 LAW 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.



     6.12 Submission To Jurisdiction; Waivers. Each party hereto 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 of America 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 such Guarantor at its address referred to in Section 6.2 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 any special, exemplary,
punitive or consequential damages.



     6.13 Acknowledgements. Each Guarantor hereby acknowledges that:



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



     (b) neither the Administrative Agent nor any Lender has any fiduciary relationship with or
duty to any Guarantor arising out of or in connection with this Agreement or any of the other Loan
Documents, and the relationship between the Guarantors, on the one hand, and the Administrative
Agent and the Lenders, 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 Administrative Agent and the Lenders or
among the Guarantors and the Administrative Agent and the Lenders.



     6.14 Additional Guarantors. Each Restricted Subsidiary of the Borrower that is required to become a party to this
Agreement pursuant to Section 5.8 of the Mezzanine Credit Agreement shall



A-11









 




become a Guarantor for
all purposes of this Agreement upon execution and delivery by such Restricted Subsidiary of an
Assumption Agreement in the form of Annex I hereto.




     6.15 Releases.



     (a) At such time as the Loans and the other Obligations (other than contingent or
indemnification obligations not then due) shall have been paid in full in cash and the Commitments
shall have been terminated, this Agreement and all obligations (other than those expressly stated
to survive
such termination) of the Administrative Agent and each Guarantor hereunder shall automatically
terminate, all without delivery of any instrument or performance of any act by any party.



     (b) A Guarantor shall be automatically released from its obligations hereunder in the event
that all the Capital Stock of such Guarantor shall be sold, transferred or otherwise disposed of in
a transaction permitted by the Mezzanine Credit Agreement, or upon the designation of such
Guarantor as an Unrestricted Subsidiary as permitted under the Mezzanine Credit Agreement, and the
Administrative Agent, at the request and sole expense of the Borrower, shall execute and deliver to
the Borrower all releases or other documents reasonably necessary or desirable to evidence the
release of such obligations. All releases or other documents delivered by the Administrative Agent
pursuant to this Section 6.15(b) shall be without recourse to, or warranty by, the Administrative
Agent.



     (c) Obligations of Guarantors hereunder shall terminate as set forth in Section 9.15 of the
Mezzanine Credit Agreement.



     6.16 WAIVER OF JURY TRIAL. EACH GUARANTOR AND, BY ACCEPTANCE OF THE BENEFITS HEREOF, EACH OF THE ADMINISTRATIVE AGENT
AND EACH LENDER, HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR
PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.



A-12









 





     IN WITNESS WHEREOF, each of the undersigned has caused this Guarantee Agreement to be duly
executed and delivered as of the date first above written.



	 	 	 	 	 
	 	CREDIT SUISSE, CAYMAN ISLANDS BRANCH

as Administrative Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




A-13









 





	 	 	 	 	 
	 	EXPLORER MERGER SUB CORPORATION,

as Initial Borrower

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




A-14









 





	 	 	 	 	 
	 	BOOZ ALLEN HAMILTON INC.,

as Surviving Borrower

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




A-15









 





	 	 	 	 	 
	 	EXPLORER INVESTOR CORPORATION,

     as Guarantor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	ASE, INC.,

     as Guarantor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	AESTIX, INC.,

     as Guarantor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	BOOZ ALLEN TRANSPORTATION INC.,

     as Guarantor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




A-16









 





Schedule 1




SUBSIDIARY GUARANTORS




A-17









 





Schedule 2




NOTICE ADDRESSES OF GUARANTORS




 









 





Annex I to

Guarantee Agreement




ASSUMPTION AGREEMENT





 












 








EXHIBIT B




FORM OF COMPLIANCE CERTIFICATE




     The undersigned hereby certifies as follows:




	 	1.	 	I am the [TITLE] of Booz Allen Hamilton Inc., a Delaware
corporation (the “Company”).
	 
	 	2.	 	I have reviewed the terms of that certain Mezzanine Credit
Agreement, dated as of July 31, 2008 (as it may be amended, supplemented or
otherwise modified, the “Mezzanine Credit Agreement”; unless otherwise
defined herein, terms defined in the Mezzanine Credit Agreement and used herein
shall have the meanings given to them in the Mezzanine Credit Agreement), among
Explorer Investor Corporation, a Delaware corporation, Explorer Merger Sub
Corporation, a Delaware corporation, the Company, the several banks and other
financial institutions or entities from time to time parties thereto, Credit
Suisse, as Administrative Agent (in such capacity, the “Administrative
Agent”) and Credit Suisse Securities (USA) LLC, Banc of America Securities
LLC and Lehman Brothers Inc., as Joint Lead Arrangers and Joint Bookrunners,
and I have made, or have caused to be made under my supervision, a review in
reasonable detail of the transactions and condition of the Company and its
Subsidiaries during the accounting period covered by the attached financial
statements. A description of all new Subsidiaries (if any) during the period
covered by this Compliance Certificate is set forth in a separate attachment to
this Compliance Certificate.
	 
	 	3.	 	The examination described in paragraph 2 above did not
disclose, and I have no knowledge of, the existence of any condition or event
which constitutes an Event of Default or Default not previously disclosed in
writing to the Administrative Agent during or at the end of the accounting
period covered by the attached financial statements or as of the date of this
Compliance Certificate, except as set forth in a separate attachment, if any,
to this Compliance Certificate, describing in detail the nature of the
condition or event, the period during which it has existed and the action which
the Company has taken, is taking, or proposes to take with respect to each such
condition or event.





     The foregoing certifications, together with the financial statements delivered with this
Compliance Certificate in support hereof, are made and delivered on behalf of the Company and not
individually, on [MM/DD/YY] pursuant to Section 5.2(b) of the Mezzanine Credit Agreement.



	 	 	 	 	 
	 	BOOZ ALLEN HAMILTON, INC.

 	 
	 	By:  	 	 
	 	 	Title: 	 
	 	 	 	 



B-1









 






	 	 	 	 	 



EXHIBIT C




FORM OF CLOSING CERTIFICATE

July 31, 2008





     Pursuant to Section 4.1(d) of the Mezzanine Credit Agreement, dated as of July 31, 2008 (the
“Mezzanine Credit Agreement”; unless otherwise defined herein, terms defined in the
Mezzanine Credit Agreement and used herein shall have the meanings given to them in the Mezzanine
Credit Agreement), among Explorer Investor Corporation, a Delaware corporation, Explorer Merger Sub
Corporation, a Delaware corporation, Booz Allen Hamilton Inc., a Delaware corporation, the several
banks and other financial institutions or entities from time to time parties thereto, Credit
Suisse, as Administrative Agent (in such capacity, the “Administrative Agent”) and Credit
Suisse Securities (USA) LLC, Banc of America Securities LLC and Lehman Brothers Inc., as Joint Lead
Arrangers and Joint Bookrunners, the undersigned [•], [insert title of officer if
Borrower/Holdings] [Secretary/Assistant Secretary] of                     (the “Company”),
hereby certifies on behalf of the Company (and not individually) as follows:




	 	[1. 	 	 The Specified Representations of [the Company and its
Subsidiaries]1 [the Company]2 are true and correct in all
material respects.
	 
	 	[2. 	 	 No material provision of the Merger Agreement and the related
disclosure schedules and exhibits thereto has been waived or amended (other
than any such waivers or amendments (including, without limitation, with
respect to any representations and warranties in the Merger Agreement) as are
not materially adverse to the Lenders or the Lead Arrangers (including, without
limitation, the definition of “Company Material Adverse Effect” therein and the
representation and warranty set forth in Section 4.8(c) thereof)), other than
such waivers or amendments consented to by the Lead Arrangers.
	 
	 	3.	 	The transactions described in Section 4.1(b)(ii) of the
Mezzanine Credit Agreement have been consummated, in accordance with the terms
set forth in such Section 4.1(b)(ii).]3
	 
	 	3.	 	                    is the duly elected and qualified Secretary
of the Company and the signature set forth for such officer below is such
officer’s true and genuine signature.





     The undersigned Secretary of the Company hereby certifies as follows:] [Borrower/Holdings
only]




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







 




			
	1	 	Surviving Borrower certificate only.
	 
	2	 	Holdings and Merger Sub certificate only.
	 
	3	 	Surviving Borrower certificate only.




C-1









 











	 	2.	 	Attached hereto as Exhibit [B] is a true and complete
copy of [a unanimous written consent duly adopted by the Board of Directors of
the Company]4 [resolutions duly adopted at a meeting of the Board of
Directors]5, and such [unanimous written consent has][resolutions
have] not in any way been amended, modified, revoked or rescinded, [has/have]
been in full force and effect since [its/their] adoption to and including the
date hereof and [is/are] now in full force and effect.
	 
	 	3.	 	Attached hereto as Exhibit [C] is a true and complete
copy of the bylaws of the Company as in effect on the date hereof.
	 
	 	4.	 	Attached hereto as Exhibit [D] is a true and complete
certified copy of the Certificate of Incorporation of the Company as in effect
on the date hereof, and such Certificate of Incorporation has not been amended,
repealed, modified or restated.
	 
	 	5.	 	The following persons are now duly elected and qualified
officers of the Company holding the offices indicated next to their respective
names, and the signatures appearing opposite their respective names are the
true and genuine signatures of such officers, and each of such officers is duly
authorized to execute and deliver on behalf of the Company each of the Loan
Documents to which it is a party and any certificate or other document to be
delivered by the Company pursuant to the Loan Documents to which it is a party:





	 	 	 	 	 
	Name and Title	 	Signature	 	 
	[Name]

[Title]

	 	
 

	 	 
	 
	 	 	 	 
	[Name]

[Title]

	 	
 

	 	 
	 
	 	 	 	 
	[Name]

[Title]

	 	
 

	 	 
	 
	 	 	 	 
	[Name]

[Title]

	 	
 

	 	 
	 
	 	 	 	 
	[Name]

[Title]

	 	
 

	 	 








 




			
	4	 	Holdings, Merger Sub and Booz Allen
Transportation Inc. only.
	 
	5	 	Borrower, ASE, Inc. and Aestix, Inc. only.




C-2









 










	 	 	 	 	 

	[Name]

[Title]

	 	 

	 	 






          IN WITNESS WHEREOF, the undersigned have hereunto set our names as of the date set forth
above.




	 	 	 	 	 
	 	







[COMPANY]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



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









	 	 	 	 	 
	 	 	 
	 	Name:

Title:]6

 	 
	 	 	 
	 	 	 
	 





 




			
	6	 	Subsidiary Guarantor certificates only.




C-3









 










Exhibit A

to Closing Certificate




[Certificate of Good Standing]






C-4









 








Exhibit B

to Closing Certificate




[Unanimous Written Consent/Resolutions]






C-5









 








Exhibit C

to Closing Certificate




[Bylaws]







C-6









 








Exhibit D

to Closing Certificate




[Certificate/Articles of Incorporation]








C-7









 








EXHIBIT D




FORM OF

ASSIGNMENT AND ASSUMPTION





     This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the
Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the
“Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used
but not defined herein shall have the meanings given to them in the Mezzanine Credit Agreement
identified below (as amended, restated, supplemented or otherwise modified from time to time, the
“Mezzanine Credit Agreement”), receipt of a copy of which is hereby acknowledged by the
Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the
“Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference
and made a part of this Assignment and Assumption as if set forth herein in full.



     For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the
Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to
and in accordance with the Standard Terms and Conditions and the Mezzanine Credit Agreement, as of
the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the
Assignor’s rights and obligations in its capacity as a Lender under the Mezzanine Credit Agreement
and any other documents or instruments delivered pursuant thereto to the extent related to the
amount and percentage interest identified below of all of such outstanding rights and obligations
of the Assignor under the Mezzanine Credit Agreement and (ii) to the extent permitted to be
assigned under applicable law, all claims, suits, causes of action and any other right of the
Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under
or in connection with the Mezzanine Credit Agreement, any other documents or instruments delivered
pursuant thereto or the loan transactions governed thereby or in any way based on or related to any
of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and
all other claims at law or in equity related to the rights and obligations sold and assigned
pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i)
and (ii) above being referred to herein collectively as the “Assigned Interest”). Such
sale and assignment is without recourse to the Assignor and, except as expressly provided in this
Assignment and Assumption, without representation or warranty by the Assignor.



	 	 	 	 	 

	1.

	 	Assignor:
	 	                                        
	 
	 	 	 	 
	2.

	 	Assignee:
	 	                                        
	 

	 	 	 	[and is an Affiliate/Approved Fund of [identify Lender]7]
	 
	 	 	 	 
	3.

	 	Borrowers:
	 	Explorer Merger Sub Corporation, a Delaware corporation (the “Initial Borrower”) and Booz
Allen Hamilton Inc., a Delaware corporation (the “Surviving Borrower”)
	 
	 	 	 	 
	4.

	 	Administrative Agent:
	 	Credit Suisse, as the administrative agent under the Mezzanine Credit Agreement








 




			
	7	 	Select as applicable.




D-1









 










	 	 	 	 	 

	5.

	 	MezzanineCredit Agreement:
	 	The $550,000,000 Mezzanine Credit Agreement, dated as of July31, 2008, among Explorer
Investor Corporation, a Delaware corporation, Explorer Merger Sub Corporation, a Delaware
corporation, Booz Allen Hamilton Inc., a Delaware corporation
(the “Borrower”), the several banks and other
financial institutions or entities from time to time parties
thereto (the “Lenders”), 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
	 
	 	 	 	 
	6.

	 	Assigned Interest:	 	 






	 	 	 	 	 	 	 	 	 
	Aggregate Amount of	 	Amount of	 	 	 	 
	Commitment/Loans	 	Commitment/Loans	 	 	Percentage Assigned of	 
	for all Lenders	 	Assigned3	 	 	Commitment/Loans8	 
	$
	 	$	 	 	 	 	%	 
	$
	 	$	 	 	 	 	%	 
	$
	 	$	 	 	 	 	%	 





Effective Date:                     , 20                     [TO BE INSERTED BY ADMINISTRATIVE AGENT IN ACCORDANCE
WITH THE MEZZANINE CREDIT AGREEMENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF
TRANSFER IN THE REGISTER THEREFOR.]




The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire
in which the Assignee designates one or more credit contacts to whom all syndicate-level
information (which may contain material non-public information about the Loan Parties and their
related parties or their respective securities) will be made available and who may receive such
information in accordance with the Assignee’s compliance procedures and applicable laws, including
Federal and state securities laws.



The terms set forth in this Assignment and Assumption are hereby agreed to:




	 	 	 	 	 
	 	ASSIGNOR







[NAME OF ASSIGNOR]

 	 
	 	By:  	 	 
	 	 	Title: 	 
	 	 	 	 
	 
	 	ASSIGNEE





[NAME OF ASSIGNEE]

 	 
	 	By:  	 	 
	 	 	Title: 	 
	 	 	 	 
	 





 




			
	8	 	Set forth, to at least 9 decimals, as a
percentage of the Commitment/Loans of all Lenders thereunder.




D-2









 









[Consented to and]9 Accepted:




CREDIT SUISSE, CAYMAN ISLANDS BRANCH,

as Administrative Agent




	 	 	 	 	 
	 	 	 
	By:  	 	 	 
	 	Title: 	 	 
	 	 	 	 
	 
	 	 	 
	By:  	 	 	 
	 	Title: 	 	 
	 	 	 	 
	 


[Consented to:10



[BOOZ ALLEN HAMILTON INC.]




	 	 	 	 	 
	 	 	 
	By  	 	 	 
	 	Title:] 	 	 
	 	 	 	 
	 





 




			
	9	 	To be added only if the consent of the
Administrative Agent is required by the terms of the Mezzanine Credit
Agreement.
	 
	10	 	To be added only if the consent of the
Borrower is required by the terms of the Mezzanine Credit Agreement.






D-3











 





ANNEX 1



The $550,000,000 Mezzanine Credit Agreement, dated as of July 31, 2008 (the “Mezzanine Credit
Agreement”), among Explorer Investor Corporation, a Delaware corporation, Explorer Merger Sub
Corporation, a Delaware corporation, Booz Allen Hamilton Inc., a Delaware corporation (the
“Borrower”), the several banks and other financial institutions or entities from time to
time parties thereto (the “Lenders”), 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. Capitalized terms used but not defined herein have the meanings
given to them in the Mezzanine Credit Agreement.




STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION




          1. Representations and Warranties.



          1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and
beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any
lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken
all action necessary, to execute and deliver this Assignment and Assumption and to consummate the
transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any
statements, warranties or representations made in or in connection with the Mezzanine Credit
Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Loan Documents, (iii) the financial condition of any
Borrower, any Subsidiary or Affiliate thereof or any other Person obligated in respect of any Loan
Document or (iv) the performance or observance by any Borrower, any Subsidiary or Affiliate thereof
or any other Person of any of their respective obligations under any Loan Document.




          1.2. Assignee. The Assignee (a) repeats each Lender representation set forth in
Section 8.6 of the Mezzanine Credit Agreement; (b) represents and warrants that (i) it has full
power and authority, and has taken all action necessary, to execute and deliver this Assignment and
Assumption and to consummate the transactions contemplated hereby and to become a Lender under the
Mezzanine Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Mezzanine
Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest
and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions
of the Mezzanine Credit Agreement as a Lender thereunder and, to the extent of the Assigned
Interest, shall have the obligations of a Lender thereunder, (iv) it has received and/or had the
opportunity to review a copy of the Mezzanine Credit Agreement to the extent it has in its sole
discretion deemed necessary, together with copies of the most recent financial statements delivered
pursuant to Section 5.1 thereof, as applicable, and such other documents and information as it has
in its sole discretion deemed appropriate to make its own credit analysis and decision to enter
into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it
has made such analysis and decision independently and without reliance on the Administrative Agent
or any other Lender, and (v) if it is a Non-US Lender, attached to the Assignment and Assumption is
any documentation required to be delivered by it pursuant to the terms of the Mezzanine Credit
Agreement, duly completed and executed by the Assignee; (c) agrees that (i) it will, independently
and without reliance on the Administrative Agent, the Assignor 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 decisions in taking or not taking action under the Loan Documents, and (ii) it will perform
in accordance with their terms all of the obligations which by the terms of the Loan Documents are
required to be performed by it as a Lender; and (d) appoints and authorizes the Administrative
Agent to take such action as agent on its behalf and to exercise such powers and discretion under
the Mezzanine Credit






D-4









 







Agreement, the other Loan Documents and any other instrument or document furnished pursuant hereto
or thereto as are delegated to the Administrative Agent by the terms thereof, together with such
powers as are incidental thereto.




          2. Payments. From and after the Effective Date, the Administrative Agent shall make
all payments in respect of the Assigned Interest (including payments of principal, interest, fees
and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective
Date and to the Assignee for amounts which have accrued from and after the Effective Date.




          3. General Provisions. This Assignment and Assumption shall be binding upon, and
inure to the benefit of, the parties hereto and their respective successors and assigns. This
Assignment and Assumption may be executed in any number of counterparts, which together shall
constitute one instrument. Delivery of an executed counterpart of a signature page of this
Assignment and Assumption by telecopy shall be effective as delivery of a manually executed
counterpart of this Assignment and Assumption. This Assignment and Assumption and the rights and
obligations of the parties under this Assignment and Assumption shall be governed by, and construed
and interpreted in accordance with, the law 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.











D-5









 




EXHIBIT E-1


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


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


     2. Booz Allen Transportation has the corporate power and authority to execute, deliver and
perform its obligations under the Loan Documents to which it is a party.


     3. Booz Allen Transportation has taken all necessary corporate action to authorize its
execution and delivery of and performance of its obligations under the Loan Documents to which it
is a party.


     4. Each of the Loan Documents to which Booz Allen Transportation is a party has been duly
executed and delivered on behalf of Booz Allen Transportation.


     5. (a) Each of the Mezzanine Credit Agreement and the other Loan Documents to which the
Borrower is a party constitutes a valid and binding obligation of the Borrower enforceable against
the Borrower in accordance with its terms.


     (b) Each of the Mezzanine Credit Agreement and the other Loan Documents to which Merger Sub
is a party constitutes a valid and binding obligation of Merger Sub enforceable against Merger
Sub in accordance with its terms.


     (c) Each of the Mezzanine Credit Agreement and the other Loan Documents to which Holdings is
a party constitutes a valid and binding obligation of Holdings enforceable against Holdings in
accordance with its terms.


     (d) Each of the Loan Documents to which any Subsidiary Party is a party constitutes a valid
and binding obligation of such Subsidiary Party enforceable against such Subsidiary Party in
accordance with its terms.


     6. (a) Except for (1) any consents, authorizations, approvals, notices and filings
that have been obtained or made and are in full force and effect and (2) those consents,
authorizations, filings and other acts that, individually or in the aggregate, if not made,
obtained or done would not to our knowledge have a Material Adverse Effect, to our knowledge no
consent or authorization of, approval by, notice to, or filing with or other act by or in respect
of, any United States federal or New York State governmental authority is required under United
States federal or New York State law to be obtained or made on or prior to the date hereof by the
Borrower in connection with its execution and delivery of, or performance of its obligations under,
the Loan Documents to which it is a
party or in connection with the validity or enforceability against it of the Loan Documents to
which it is a party.


     (b) Except for (1) any consents, authorizations, approvals, notices and filings that
have been obtained or made and are in full force and effect and (2) those consents,
authorizations, filings and other acts that, individually or in the aggregate, if not made,
obtained or done would not to our knowledge have a Material Adverse Effect, to our knowledge no
consent or authorization of, approval by, notice to, or filing with or other act by or in respect
of, any United States federal or New York State governmental authority is required under United
States federal or New York State law to be obtained or made on or prior to the date hereof by
Merger Sub in connection with its execution and delivery of, or performance of its obligations
under, the Loan Documents to which it is a party or in connection with the validity or
enforceability against it of the Loan Documents to which it is a party.


     (c) Except for (1) any consents, authorizations, approvals, notices and filings that
have been obtained or made and are in full force and effect and (2) those consents,
authorizations, filings and other acts that, individually or in the aggregate, if not made,
obtained or done would not to our knowledge have a Material Adverse Effect, to our knowledge no
consent or authorization of, approval by, notice to, or filing with or other act by or in respect
of, any United States federal or New York State governmental authority is required under United
States federal or New York State law to be obtained or made on or prior to the date hereof by
Holdings in connection with its execution and delivery of, or performance of its obligations
under, the Loan Documents to which it is a party or in connection with the validity or
enforceability against it of the Loan Documents to which it is a party.


     (d) Except for (1) any consents, authorizations, approvals, notices and filings that
have been obtained or made and are in full force and effect and (2) those consents,
authorizations, filings and other acts that, individually or in the aggregate, if not made,
obtained or done would not to our knowledge have a Material Adverse Effect, to our knowledge no
consent or authorization of, approval by, notice to, or filing with or other act by or in respect
of, any United States federal or New York State governmental authority is required under United
States federal or New York State law to be obtained or made on or prior to the date hereof by any
Subsidiary Party in connection with its execution and delivery of, or performance of its
obligations under, the Loan Documents to which it is a party or in connection with the validity
or enforceability against it of the Loan Documents to which it is a party.


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


     (b) The execution and delivery by Merger Sub of the Loan Documents to which it is a party,
and the performance by Merger Sub of its obligations thereunder, (x) will not violate
(i) any existing United States federal or New York State law, rule or regulation
applicable to Merger Sub (including without limitation Regulation U of the Board of Governors of
the Federal Reserve System) or (ii) any contract listed in Schedule III to which Merger
Sub is a party, except, in the case of clauses (i) and (ii), for such violations that to our
knowledge would not have a Material Adverse Effect, and (y) will not result in, or
require, the creation or imposition of any Lien (other than under the Loan Documents) on any of
its properties or revenues by operation of any law, rule or regulation referred to in the
preceding clause (x) or pursuant to any such contract.


     (c) The execution and delivery by Holdings of the Loan Documents to which it is a party, and
the performance by Holdings of its obligations thereunder, (x) will not violate
(i) any existing United States federal or New York State law, rule or regulation
applicable to Holdings or (ii) any contract listed in Schedule III to which Holdings is a
party, except, in the case of clauses (i) and (ii), for such violations that to our knowledge
would not have a Material Adverse Effect, and (y) will not result in, or require, the
creation or imposition of any Lien (other than under the Loan Documents) on any of its properties
or revenues by operation of any law, rule or regulation referred to in the preceding clause (x)
or pursuant to any such contract.


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


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


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


* * *


E-1-1








 




EXHIBIT E-2


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


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


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


     3. The
execution and delivery by each Delaware Corporation (other than the Surviving
Borrower, ASE and Aestix) of the Loan Documents to which it is a party, and the performance by
such Delaware Corporation of its obligations thereunder, have been duly authorized by all
requisite corporate action on the part of such Delaware Corporation. Upon the effectiveness of the
Merger, followed on the date hereof by the due execution and delivery of the Consent, followed on
the date hereof by the due adoption of the Surviving Borrower
Resolutions by the Board of Directors
of the Surviving Borrower (collectively, the “Precedent Steps”), the execution and delivery by the
Surviving Borrower of the Loan Documents to which it is a party, and the performance by the
Surviving Borrower of its obligations thereunder, will have been duly authorized by all requisite
corporate action on the part of the Surviving Borrower. Upon the due adoption of the ASE
Resolutions by the Board of Directors of ASE on the date hereof following the effectiveness of the
Merger, the execution and delivery by ASE of the Loan Documents to which it is a party, and the
performance by ASE of its obligations thereunder, will have been duly authorized by all requisite
corporate action on the part of ASE. Upon the due adoption of the Aestix Resolutions by the Board
of Directors of Aestix on the date hereof following the effectiveness of the Merger, the execution
and delivery by Aestix of the Loan Documents to which it is a party, and the performance by Aestix
of its obligations thereunder, will have been duly authorized by all requisite corporate action on
the part of Aestix.


     4. The execution and delivery by each Delaware Corporation (other than the Surviving Borrower,
ASE and Aestix) of the Loan Documents to which it is party do not, and the performance by such
Delaware Corporation of its obligations thereunder will not, (a) violate the Governing Documents of
such Delaware Corporation, (b) violate any applicable law, rule
or regulation of the State of
Delaware or (c) result in, or require, the creation or imposition of any lien (other than under the
Loan Documents) on any of its properties or revenues by operation of any law, rule or regulation
referred to in the preceding clause (b). Assuming the occurrence of the Precedent Steps, the
execution and delivery by the Surviving Borrower of the Loan Documents to which it is a party, and
the performance by the Surviving Borrower of its obligations thereunder, will not violate (a) the
Governing Documents of the Surviving Borrower or (b) any
applicable law, rule or regulation of the
State of Delaware. Assuming the due adoption of the ASE Resolutions by the Board of Directors of
ASE on the date hereof following the effectiveness of the Merger, the execution and delivery by ASE
of the Loan Documents to which it is a party, and the performance by ASE of its obligations
thereunder, will not violate (a) the Governing Documents of ASE or (b) any applicable law, rule or
regulation of the State of Delaware. Assuming the due adoption of the Aestix Resolutions by the
Board of Directors of Aestix on the date hereof following the effectiveness of the Merger, the
execution and delivery by Aestix of the Loan Documents to which it is
a party, and the performance
by Aestix of its obligations thereunder, will not violate, (a) the Governing Documents of Aestix or
(b) any applicable law, rule or regulation of the State of Delaware.


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


     6. Each Delaware Corporation (other than the Surviving Borrower, ASE and Aestix) has duly
executed and delivered the Loan Documents to which it is a party. Upon the occurrence of the
Precedent Steps, the Loan Documents to which it is a party will have been duly executed and
delivered by the Surviving Borrower. Upon the due adoption of the ASE Resolutions and the Aestix
Resolutions by the Board of Directors of ASE and the Board of Directors of Aestix, respectively, on
the date hereof following the effectiveness of the Merger, the Loan Documents to which it is a
party will have been duly executed and delivered by each of ASE and Aestix, respectively.


     7. Solely to the extent that the Delaware UCC is applicable to the perfection of the security
interest of the Collateral Agent in the Collateral owned or acquired by the Initial Borrower (the
“Initial Borrower Collateral”), (a) the Initial Borrower Financing Statement is in appropriate
form for filing with the State Office under the Delaware UCC with respect to the portion of the
Initial Borrower Collateral as to which a security interest can be perfected by filing a financing
statement in the State of Delaware under the Delaware UCC (the “Initial Borrower Fifing
Collateral”) and (b) upon the filing of the Initial Borrower Financing Statement in the State
Office, the security interest of the Collateral Agent in the Initial Borrower Filing Collateral
will be perfected.


     8. Solely to the extent that the Delaware UCC is applicable to the perfection of the security
interest of the Collateral Agent in the Collateral owned or acquired by the Surviving Borrower
(the “Surviving Borrower Collateral”), (a) the Surviving Borrower Financing Statement is in
appropriate form for filing with the State Office under the Delaware UCC with respect to the
portion of the Surviving Borrower Collateral as to which a security interest can be perfected by
filing a financing statement in the State of Delaware under the Delaware UCC (the “Surviving
Borrower Filing Collateral”) and (b) upon occurrence of the Precedent Steps and the filing of the
Surviving Borrower Financing Statement in the State Office, the security interest of the
Collateral Agent in the Surviving Borrower Filing Collateral will be perfected.


     9. Solely
to the extent that the Delaware UCC is applicable to the perfection of the security
interest of the Collateral Agent in the Collateral owned or acquired by ASE (the “ASE
Collateral”), (a) the ASE Financing Statement is in appropriate form for filing with the State
Office under the Delaware UCC with respect to the portion of the ASE Collateral as to which a
security interest can be perfected by filing a financing statement in the State of Delaware under
the Delaware UCC (the “ASE Filing Collateral”) and (b) upon the due adoption of the
ASE Resolutions by the Board of Directors of ASE and the filing of the ASE Financing
Statement in the State Office, the security interest of the Collateral Agent in the ASE Filing
Collateral will be perfected.


     10. Solely to the extent that the Delaware UCC is applicable to the perfection of the security
interest of the Collateral Agent in the Collateral owned or acquired by Aestix (the “Aestix
Collateral”), (a) the Aestix Financing Statement is in appropriate form for filing with the State
Office under the Delaware UCC with respect to the portion of the Aestix Collateral as to which a
security interest can be perfected by filing a financing statement in the State of Delaware under
the Delaware UCC (the “Aestix Filing Collateral”) and (b) upon the due adoption of the Aestix
Resolutions by the Board of Directors of Aestix and the filing of the Aestix Financing Statement in
the State Office, the security interest of the Collateral Agent in the Aestix Filing Collateral will
be perfected.


     11. Solely
to the extent that the Delaware UCC is applicable to the perfection of the security
interest of the Collateral Agent in the Collateral owned or acquired by Holdings (the “Holdings
Collateral”), (a) the Holdings Financing Statement is in appropriate form for filing with the State
Office under the Delaware UCC with respect to the portion of the Holdings Collateral as to which a
security interest can be perfected by filing a financing statement in the State of Delaware under
the Delaware UCC (the “Holdings Filing Collateral”) and (b) upon the filing of the Holdings
Financing Statement in the State Office, the security interest of the Collateral Agent in the
Holdings Filing Collateral will be perfected.


     12. Pursuant
to the provisions of Section 259 of the Delaware General Corporation Law, upon the
effectiveness of the Merger, for all purposes of the laws of the State of Delaware, the debts,
liabilities and duties of the Initial Borrower set forth in the Loan Documents shall thenceforth
attach to the Surviving Borrower, and may be enforced against the Surviving Borrower to the same
extent as if said debts, liabilities and duties had been incurred or contracted by the Surviving
Borrower.


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


     1. Each Delaware Corporation (other than
the Initial Borrower) is a duly incorporated
and validly existing corporation in good standing under the laws of the State of Delaware.


     2. Each Delaware Corporation (other than the Initial Borrower) has the requisite corporate
power and authority to execute and deliver the Loan Documents to which it is a party and to perform
its obligations thereunder.


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


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


     5. No approval, consent or authorization of, filing with or notice to, any governmental
authority of the State of Delaware is required in connection with the execution and delivery by any
Delaware Corporation (other than the Initial Borrower) of the Loan Documents to which it is a party
and the performance by such Delaware Corporation of its obligations thereunder (other than the
filing of the Financing Statements in the State Office).


     6. Each Delaware Corporation (other than the Initial Borrower) has duly executed and delivered
the Loan Documents to which it is a party.


     7. Solely to the extent that the Delaware UCC
is applicable to the perfection of the security
interest of the Collateral Agent in the Collateral owned or acquired by the Surviving Borrower (the
“Surviving Borrower Collateral”), (a) the Surviving Borrower Financing Statement is in appropriate
form for filing with the State Office under the Delaware UCC with respect to the portion of the
Surviving Borrower Collateral as to which a security interest can be perfected by filing a
financing statement in the State of Delaware under the Delaware UCC (the “Surviving Borrower Filing
Collateral”) and (b) upon the filing of the Surviving Borrower Financing Statement in the State
Office, the security interest of the Collateral Agent in the Surviving Borrower Filing Collateral
will be perfected.


     8. Solely to the extent that the Delaware UCC
is applicable to the perfection of the security
interest of the Collateral Agent in the Collateral owned or acquired by ASE (the “ASE Collateral”),
(a) the ASE Financing Statement is in appropriate form for
filing with the State Office under the
Delaware UCC with respect to the portion of the ASE Collateral as to which a security interest can
be perfected by filing a financing statement in the State of Delaware under the Delaware UCC (the
“ASE Filing Collateral”) and (b) upon the filing of the ASE Financing Statement in the State
Office, the security interest of the Collateral Agent in the ASE Filing Collateral will be
perfected.


     9. Solely to the extent that the Delaware UCC is applicable to the perfection of the security
interest of the Collateral Agent in the Collateral owned or acquired by Aestix (the “Aestix
Collateral”), (a) the Aestix Financing Statement is in appropriate form for filing with the State
Office under the Delaware UCC with respect to the portion of the Aestix Collateral as to which a
security interest can be perfected by filing a financing statement in the State of Delaware under
the Delaware UCC (the “Aestix Filing Collateral”) and (b) upon the filing of the Aestix Financing
Statement in the State Office, the security interest of the Collateral Agent in the Aestix Filing
Collateral will be perfected.


     10. Solely
to the extent that the Delaware UCC is applicable to the perfection of the security
interest of the Collateral Agent in the Collateral owned or acquired
by Holdings (the “Holdings
Collateral”), (a) the Holdings Financing Statement is in appropriate form for
filing with the State Office under the Delaware UCC with respect to the portion of the
Holdings Collateral as to which a security interest can be perfected by filing a financing
statement in the State of Delaware under the Delaware UCC (the “Holdings Filing Collateral”) and
(b) upon the filing of the Holdings Financing Statement in the State Office, the security interest
of the Collateral Agent in the Holdings Filing Collateral will be perfected.


E-2-1








 





EXHIBIT F




FORM OF EXEMPTION CERTIFICATE



Reference is made to the Mezzanine Credit Agreement, dated as of July 31, 2008 (as amended,
restated, supplemented or otherwise modified from time to time, the “Mezzanine Credit
Agreement”), among Explorer Investor Corporation, a Delaware corporation, Explorer Merger Sub
Corporation, a Delaware corporation, Booz Allen Hamilton Inc., a Delaware corporation (the
“Borrower”), the several banks and other financial institutions or entities from time to
time parties thereto, Credit Suisse, as Administrative Agent (in such capacity, the
“Administrative Agent”) and Credit Suisse Securities (USA) LLC, Banc of America Securities
LLC and Lehman Brothers Inc., as Joint Lead Arrangers and Joint Bookrunners. Unless otherwise
defined herein, terms defined in the Mezzanine Credit Agreement and used herein shall have the
meanings given to them in the Mezzanine Credit Agreement.




                                                   (the “Non-US Lender”) is providing this certificate pursuant to
Section 2.10(d) of the Mezzanine Credit Agreement. The Non-US Lender hereby represents and
warrants that:




          1. The Non-US Lender is the sole record and beneficial owner of the Loans or the obligations
evidenced by Note(s) in respect of which it is providing this certificate.




          2. The income from the Loans held by the Non-US Lender is not effectively connected with the
conduct of a trade or business within the United States.




          3. The Non-US Lender is not a “bank” as such term is used in Section 881(c)(3)(A) of the Code.
In this regard, the Non-US Lender further represents and warrants that:





          (a) the Non-US Lender is not subject to regulatory or other legal requirements as a
bank in any jurisdiction; and




          (b) the Non-US Lender has not been treated as a bank for purposes of any tax,
securities law or other filing or submission made to any Governmental Authority, any
application made to a rating agency or qualification for any exemption from tax, securities
law or other legal requirements.



          4. The Non-US Lender is not a “10-percent shareholder” of the Borrower within the meaning of
Section 881(c)(3)(B) of the Code.




          5. The Non-US Lender is not a controlled foreign corporation receiving interest from a related
person within the meaning of Section 881(c)(3)(B) of the Code.




          We have furnished you with a certificate of our non-U.S. person status on Internal Revenue
Service Form W-8BEN. By executing this certificate, the Non-US Lender agrees that (1) if the
information provided on this certificate changes, the Non-US Lender shall inform the Borrower (for
the benefit of the Borrower and the Administrative Agent) in writing within 30 days of such change
and (2) the Non-US Lender shall furnish the Borrower (for the benefit of the Borrower and the
Administrative Agent) a properly completed and currently effective certificate in either the
calendar year in which payment is to be made by the Borrower to the Non-US Lender, or in either of
the two calendar years preceding such payment.







F-1









 








          IN WITNESS WHEREOF, the undersigned has duly executed this certificate.



	 	 	 	 	 
	 	[NAME OF NON-US LENDER]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


Date:                     






F-2









 








EXHIBIT G




FORM OF SOLVENCY CERTIFICATE

July 31, 2008



Pursuant to Section 4.1(c) of the Mezzanine Credit Agreement, dated as of July 31, 2008 (the
“Mezzanine Credit Agreement”; unless otherwise defined herein, terms defined in the
Mezzanine Credit Agreement and used herein shall have the meanings given to them in the Mezzanine
Credit Agreement), among Explorer Investor Corporation, a Delaware corporation
(“Holdings”), Explorer Merger Sub Corporation, a Delaware corporation, Booz Allen Hamilton
Inc., a Delaware corporation, the several banks and other financial institutions or entities from
time to time parties thereto, 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, the undersigned hereby certifies that he is the duly elected and acting Chief
Financial Officer of Holdings and that as such he is authorized to execute and deliver this
Solvency Certificate on behalf of Holdings (and not as an individual).




          Holdings further certifies that on the date hereof, it and each of the Loan Parties (on a
consolidated basis) is, and after giving effect to the Transactions will be, Solvent.




[Remainder of page intentionally left blank]






G-1









 









     IN WITNESS WHEREOF, the undersigned has caused this Solvency Certificate to be executed as of
the date set forth above.



	 	 	 	 	 
	 	EXPLORER INVESTOR CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	Chief Financial Officer 	 



G-2









 







EXHIBIT H




FORM OF

TERM LOAN NOTE



THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH
THE TERMS AND PROVISIONS OF THE MEZZANINE CREDIT AGREEMENT REFERRED TO BELOW. TRANSFERS OF THIS
NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE
ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF SUCH MEZZANINE CREDIT AGREEMENT.




			
	 
	$                     
	 	New York, New York
	 
	 	                    , 20          






          FOR VALUE RECEIVED, the undersigned, Booz Allen Hamilton Inc., a Delaware corporation
(“Booz Allen”, and, together with any assignee of, or successor by merger to, Booz Allen
Hamilton Inc.’s rights and obligations under the Mezzanine Credit Agreement (as hereinafter
defined) as provided therein, the “Borrower”), hereby unconditionally promises to pay to
                     (the “Lender”) or its registered assigns at the Funding Office specified
in the Mezzanine Credit Agreement in Dollars and in immediately available funds, the principal
amount of (a)                      DOLLARS ($                    ), or, if less, (b) the aggregate unpaid principal
amount of all Term Loans owing to the Lender under the Mezzanine Credit Agreement. The principal
amount shall be paid in the amounts and on the dates specified in Section 2.3 of the
Mezzanine Credit Agreement. The Borrower further agrees to pay interest in like money at such
office on the unpaid principal amount hereof from time to time outstanding at the rates and on the
dates specified in the Mezzanine Credit Agreement.




          This Note (a) is one of the Notes issued pursuant to the Mezzanine Credit Agreement, dated as
of July 31, 2008 (as amended, restated, supplemented or otherwise modified from time to time, the
“Mezzanine Credit Agreement”), among Explorer Investor Corporation, a Delaware corporation,
Explorer Merger Sub Corporation, a Delaware corporation, the Borrower, the several banks and other
financial institutions or entities from time to time parties thereto, Credit Suisse, Cayman Islands
Branch, as administrative agent (in such capacity, the “Administrative Agent”) and Credit
Suisse Securities (USA) LLC, Banc of America Securities LLC and Lehman Brothers Inc., as Joint Lead
Arrangers and Joint Bookrunners, (b) is subject to the provisions of the Mezzanine Credit
Agreement, which are hereby incorporated by reference, (c) is subject to optional and mandatory
prepayment in whole or in part as provided in the Mezzanine Credit Agreement and (d) is guaranteed
as provided in the Loan Documents. Reference is hereby made to the Mezzanine Credit Agreement for
a statement of all the terms and conditions under which the Term Loans evidenced hereby are made
and are to be repaid. In the event of any conflict or inconsistency between the terms of this Note
and the terms of the Mezzanine Credit Agreement, to the fullest extent permitted by applicable law,
the terms of the Mezzanine Credit Agreement shall govern and be controlling.




          Upon the occurrence of any one or more Events of Default, all principal and all accrued
interest then remaining unpaid on this Note shall become, or may be declared to be, immediately due
and payable, all as and to the extent provided in the Mezzanine Credit Agreement. No failure in
exercising any rights hereunder or under the other Loan Documents on the part of the Lender shall
operate as a waiver of such rights.







H-1









 








          All parties now and hereafter liable with respect to this Note, whether maker, principal,
surety, guarantor, indorser or otherwise, hereby expressly waive, to the fullest extent permitted
by applicable law, presentment, demand, protest and all other similar notices or similar
requirements.




          Unless otherwise defined herein, terms defined in the Mezzanine Credit Agreement and used
herein shall have the meanings given to them in the Mezzanine Credit Agreement.




          NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE MEZZANINE CREDIT
AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE
REGISTRATION AND OTHER PROVISIONS OF SECTION 9.6 OF THE MEZZANINE CREDIT AGREEMENT.




          FOR PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED,
AND THE RULES AND REGULATIONS THEREUNDER, THIS NOTE IS BEING ISSUED WITH ORIGINAL ISSUE DISCOUNT.
THE ISSUE PRICE, AMOUNT OF THE ORIGINAL ISSUE DISCOUNT, ISSUE DATE AND YIELD TO MATURITY OF THE
NOTE CAN BE OBTAINED BY WRITTEN REQUEST TO BOOZ ALLEN HAMILTON INC., CHIEF FINANCIAL OFFICER, AT
8283 GREENSBORO DRIVE, McLEAN, VA 22102.




[Remainder of page intentionally left blank]






H-2









 








          THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF THE BORROWER AND THE LENDER HEREUNDER SHALL BE
GOVERNED BY, AND SHALL BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK.




	 	 	 	 	 
	 	BOOZ ALLEN HAMILTON INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




H-3