+, Please send
/ (212)

2

(b)(4}e6b)
(6)

Vy

(b)(6)

Page 20

September 17, 199l
Page 2

We understand

defined in Section 9.05
the Amendment by executl
of the Agent's couns
bY Ss ng a copy of

a telecopy o
§95~-5955 ang retur
as soon as possible. On
and returned copies of
copies to Davis Polk. T
Agreement, the Collatera
deliver the Amendment.»

With beat rega@:
ec: Robert Gargill

Paul Mode

Achnowledged and consent

ge: day of September, 1

a

we request

Ex “eTocs

that the Relevant Consent Lenders (as

of the Loan Agreement) have consented to
ng the Letter Agreement. At the request
confirm such consent
ce provided below.

f the signed copy o- this letter to me at
na hard copy of such signed letter to me
ce a majority of the Lenders have signed
his letter to me, I will forward the
hereafter, in accordance with the Letter
1 Agent and Bain Germany will execute and

5 letter

rdg.

ed to this
g9l:

Cop te tint Ota
Lf ye Fale, oe

dead ghar, a4

RA5O58712

eee a



(b)(4)

Page 41

AMENDMENT NO. 6 TO LOAN AGREEMENT

AMENDMENT NO. 6 dated as of October 19, 1992 to
the Loan Agreement dated as of June 10, 1991 (as amended
from time to time, the "Agreement") among BAIN & COMPANY,
INC. (the “Borrower"), the LENDER listed on the siqnature
pages thereof (the “Lenders") and

} as Agent (the "Agéent"y~

WITNESSETH

WHEREAS, the parties hereto desire to amend the
Agreement to permit the Borrower to make and consummate an
offer to the Lenders to prepay at a discount Loans
(including interest thereon) and Tranche D Obligations
outstanding under the Agreement and to provide for certain
related matters;

NOW, THEREFORE, the parties hereto agree as
follows:

SECTION 1. Definitions: References. Unless
otherwise specifically defined herein, each term used herein
which is defined in the Agreement has the meaning assigned
to such term in the Agreement. Each reference to *hereof",
"hereunder", "herein" and "hereby" and each other similar
reference and each reference to "this Agreement" and each
other similar reference contained in the Agreement shall
from and after the date hereof refer to the Agreement as

amended hereby.

SECTION 2. Definitions. (a) Section 1.01 of the
Agreement is amended by adding the following new definitions
in alphabetical order:

"Current Guaranteed Amount" means at any time,
with respect to any Guaranteed Bank, such Guaranteed
Bank's Original Guaranteed Amount reduced (but not
below zero) by all cash payments of principal and
interest (other than any payments made pursuant to the
Other Collateral Documents and any payments of interest
that accrue after the end of the Forbearance Period)
received by such Guaranteed Bank in respect of its
Loans (including any cash received in respect of its

(b)(4)


Page 37

the offices of Davis Polk & Wardwell, 450 Lexington Avenue,
New York, NY 10017 in Room 810 in the eighth floor

conference center. The representatives of Bain will make a
presentation explaining the enclosed financial projections,
following which the Lenders will discuss the proposed offer
among themselves. Please call Paul Model at (212) 450-4741

to confirm your attendance at this meeting.

Paul Model

° aasost*?°


Page 46

determined ratably to their respective Current
Guaranteed Amounts, determined as of the date such
payment is received.

SECTION 7. Amendment of Section 5.01. Section
5.01 of the Agreement is amended by deleting the word "and"
from the end of subsection 5.01(i), renumbering subsection
5.01(k) to be subsection 5.01(1) and inserting a new
subsection 5.01(k) to read as follows:

(k) Within fifteen days after the consummation of
a Qualifying Offer, (i) a statement setting forth in
reasonable detail the amount of cash received by each
Lender in such Qualifying Offer and the application of
Offer Prepayment Amounts to principal, interest,
Deferred Interest and Tranche D Obligations outstanding
to each such Lender, (ii) a statement in the form of
Schedule I showing the Loans and Tranche D Obligations
outstanding to all of the Lenders after giving effect
to the Qualifying Offer and (iii) a statement in the
form of Schedule II showing the mandatory prepayments
required to be made on the Loans after giving effect to
the Qualifying Offer.

SECTION 8. Amendment of Sections 6.05({d), 6.05(f)
and_9.05(b)(v). Sections 6.05(d), 6.05(f) and 9.05(b) (v) of
the Agreement are amended by inserting, following each
reference to the Guaranteed Banks in Section 6.05(d), the
reference to the Guaranteed Banks in the last paragraph of
Section 6.05(f) and the last reference to the Guaranteed
Banks at the end of clause (v) of Section 9.05{b), the
following:

(excluding any Guaranteed Bank, if its Current
Guaranteed Amount has been reduced to zero).

SECTION 9. Waiver. The Lenders hereby waive the
application of Section 9.04 of the Agreement to any payment
made to any Lender in accordance with a Qualifying Offer and
any Default which may occur solely as a result of a
Qualifying Offer.

SECTION 10. Consent to Amendment of Original
Director Guarantees and Guarantor's Security Agreements.
Each of the undersigned Lenders consents to the amendment of
the Original Director Guarantees and the Guarantor's
Security Agreements substantially as set forth in Exhibit B
to this Amendment.

SECTION 11. Possible Future Amendment of Voting
Provisions. If the prepayment of Loans and Tranche D
Obligations of one or more Lenders pursuant to a Qualifying

6


Page 14

(b)(4)

114944

17

A409

o. fe)

Davis POLK & WARDOWELL
| CHASE MANHATTAN PLAZA

New Yorw.N ¥ 10005 - Uy r o
Bz-530 e000 at )
4
(EO ar
z fers
Memorandum ~ #/ ce
for 4
Bain Lenders October 11, 1991

Enclosed are four execution copies of an amendment
relating to leasing of additional office space and equipment
in various locations by Bain and its subsidiaries, as dis-

cussed in the faxes previously sent by Gary Wilkinson of Bain

and Please execute all four copies and

return three executed copies to the undersigned at Davis Polk
& Wardwell.

Paul Model

RA5058129


Page 56

of the debt supported by the Guarantee and the Security

Agreement;

NOW, THEREFORE, the parties hereto agree as
follows:

SECTION 1, Definitions. Capitalized terms used
herein and not otherwise defined herein have the meanings

set forth in the Guarantee, the Security Agreement or the

Loan Agreement, as the case may be.

SECTION 2. Amendment of Section 2.01(¢) of

Guarantee. The definition of "Guarantor's Remaining
Liability” in Section 2.01(c) of the Guarantee is amended by
adding the following proviso at the end of said definition:

; provided that, if the Guaranteed Obligations of
any Guaranteed Bank are prepaid pursuant to a
Qualifying Offer, the amount deducted pursuant to
clause (ii) of this definition with respect to
such prepayment shall be the lesser of (x) the
Guarantor's Percentage of the aggregate amount of
cash paid to such Guaranteed Bank in such
Qualifying Offer or (y) such Guaranteed Bank's pro
rata share of the Guarantor's Remaining Liability
immediately prior to the consummation of such
Qualifying Offer.

SECTION 3. Amendment of Section 1 of the Security

Agreement. The definition of "Payment Date Amount" in
Section 1 of the Security Agreement is amended by adding the
following proviso at the end of said definition:

}; provided that, if the Guarantor's Remaining
Liability is reduced as a result of a
Qualifying Offer, an amount equal to the
amount of such reduction shall be applied
first to reduce the amount determined
pursuant to clause (ii) of this definition


Page 54

consent in writing to such
extension.


(b)(4)

Page 60

Loans pursuant to a Qualifying Offer) prior to the date
of determination.

"Offer Prepayment Amount" means the aggregate

amount tendered for prepayment at a fdiscount, including
principal, interest (including certain interest to
become due during the Forbearance Period) and Deferred
Tnterest_on Loans, and Tranche D Obligations |by a
Lender and accepted by the Borrower in accordance with
the terms of a Qualifying Offer.

"Original Guaranteed Amount" means, with respect
to any Bank, an amount equal to the product
of ti) multiplied by (ii) a fraction, the
numerator of which is the principal amount of the Loans
held by such Guaranteed Bank on the Effective Date and
the denominator of which is the aggregate principal
amount of all Loans held by the Guaranteed Banks on the
Effective Date.

"Qualifying Offer" means a single offer made by
the Borrower to all of the Lenders to prepay Loans
(including interest thereon) and Tranche D Obligations
at a discount on the terms and conditions set forth
{herein and summarized| in Exhibit AA thereto; provided

that any terms set forth herein and not set forth in
Exhibit AA, or any terms set forth in Exhibit AA and
not set forth herein, shall nonetheless apply to a
Qualifying Offer; and provided, further that if an
terms set forth herein shall conflict with terms set
forth in Exhibit AA, the terms set forth herein shall

govern.|

(b) The definition of "Competitive Compensation"

in Section 1.01 of the Agreement is amending by adding the
following new sentence at the end of said definition:

For purposes of this definition, if any principal
of any Loan is prepaid at a discount pursuant to a
Qualifying Offer, the full amount of such
principal so prepaid (not merely the discounted
price thereof) shall be deemed to have been
repaid.

(c) The definition of "Forbearance Period" in

Section 1.01 of the Agreement is amended by adding the
following new sentence at the end of said definition;
provided that such amendment shall not become effective
until all of the Original Directors shall have consented in

writing thereto:

If a Guaranteed Bank receives cash in a Qualifying
Offer in excess of its Current Guaranteed Amount,


Page 64

determined ratably to their respective Current
Guaranteed Amounts, determined as of the date such
payment is received.

[SECTION 7. Amendment of Section 5.01. Section
5.01 of the Agreement _is amended by deleting the word "and"
from the end of subsection 5.01 (i), renumbering subsection
5.01{k) to be subsection 5.01(1) and inserting a new
subsection 5.01(k) to read as follows:

(k) Within fifteen days after the consummation of
a Qualifying Offer, (i) a statement setting forth in
reasonable detail the amount of cash received by each
Lender in such Qualifying Offer and the application of
Offer Prepayment Amounts to principal, interest
Deferred Interest and Tranche D Obligations outstanding
to each such Lender, (ii) a statement in the form of
Schedule I showing the Loans and Tranche D Obligations
outstanding to all of the Lenders after giving effect
to the Qualifying Offer and (iii) a statement in the
form of Schedule II showing the mandatory prepayments
required to be made on the Loans after giving effect to

the Qualifying Offer.

SECTION 8. Amendment of Sections 6.05(d), 6.05(f)
and 9.05(b) (v). Sections 6.05(d), 6.05(f) and 9.05(b) (v) of
the Agreement are amended by inserting, following each
reference to the Guaranteed Banks in Section 6.05(d), the
reference to the Guaranteed Banks in the last paragraph of
Section 6.05(£) and the last reference to the Guaranteed
Banks at the end of clause (v) of Section 9.05(b), the

following:

(excluding any Guaranteed Bank, if its Current
Guaranteed Amount has been reduced to zero).

SECTION 9. Waiver. The Lenders hereby waive the
application of Section 9.04 of the Agreement to any payment
made to any Lender in accordance with a Qualifying Offer and
any Default which may occur solely as a result of a
Qualifying Offer.

SECTION 10. Consent to Amendment of Original
Director Guarantees and Guarantor's Security Agreements.
Each of the undersigned Lenders consents to the amendment of
the Original Director Guarantees and the Guarantor's
Security Agreements substantially as set forth in Exhibit B
to this Amendment.

SECTION 11. Possible Future Amendment of Voting
Provisions. If the prepayment of Loans and Tranche D
Obligations of one or more Lenders pursuant to a Qualifying

6


DURATION:

Page 52

Interest which would be due
and payable to such Lender
before the end of the
Forbearance Period and (ii
interest (excluding Deferred
Interest but including
interest thereon) which the
Agent estimates will (giving
effect to the prepayments of
principal and Deferred
Interest provided for in this
"Application of Payments"
section when they occur)
accrue on the Loans of such
Lender before the end of the
Forbearance Period; provided
that the amount so applied
shall not exceed the amount of
cash received by such Lender
in the Offer; and

second, in the case of the
remainder of any amount
accepted from any Guaranteed
Bank and the full amount
accepted from BONE or the
Landlord, to reduce, at the
discount bid by such Lender,
the principal of the Tranche
A, B and C Loans and Tranche D
Obligations of such Lender,
ratably to the remaining
principal amounts of such
Loans and Obligations held by
such Lender and ratably within
each Tranche of Loans to the
amounts of required
prepayments thereof.

The Offer shall remain open
for at least five days from
the date first made to the
Lenders. The Offer shall be
made by written notice given
to the Lenders by the
Borrower, which notice shall
state the date and time at
which the Offer shall
terminate.


Page 24

IN WITNESS WHEREOF, the undersigned have executed

this Waiver as of the date first above written.

(b)(4)

By

Title: Vice President

(b\(4)

By

Title: Vice President

(b)(4)

By.

Title: Vice President

RECOLL MANAGEMENT CORPORATION,
as Attorney-In-Fact for the
Federal Deposit Insurance
Corporation, as Receiver for

ank of New England,

(b)(6)

Title: Vice President

(b)(4)

By.

Title: Vice President

RA5057123


(b)(4)

Page 42

Loans pursuant to a Qualifying Offer) prior to the date
of determination.

"Offer Prepayment Amount" means the aggregate
amount tendered for prepayment at a discount, including
principal, interest (including certain interest to
become due during the Forbearance Period) and Deferred
Interest on Loans, and Tranche D Obligations, by a
Lender and accepted by the Borrower in accordance with

the terms of a Qualifying Offer.

"Original Guaranteed Amount" means, with respect
to any Guaranteed Bank, an amount equal to the product
of (1) ultiplied by (ii) a fraction, the
numerator of which is the principal amount of the Loans
held by such Guaranteed Bank on the Effective Date and
the denominator of which is the aggregate principal
amount of all Loans held by the Guaranteed Banks on the
Effective Date.

"Qualifying Offer" means a single offer made by
the Borrower to all of the Lenders to prepay Loans
(including interest thereon) and Tranche D Obligations
at a discount on the terms and conditions set forth
herein and summarized in Exhibit AA hereto; provided
that any terms set forth herein and not set forth in
Exhibit AA, or any terms set forth in Exhibit AA and
not set forth herein, shall nonetheless apply to a
Qualifying Offer; and provided, further that if any
terms set forth herein shall conflict with terms set
forth in Exhibit AA, the terms set forth herein shall

govern.

(b) The definition of "Competitive Compensation"

in Section 1.01 of the Agreement is amending by adding the
following new sentence at the end of said definition:

For purposes of this definition, if any principal
ef any Loan is prepaid at a discount pursuant to a
Qualifying Offer, the full amount of such
principal so prepaid (not merely the discounted
price thereof) shall be deemed to have been
repaid.

(ec) The definition of "Forbearance Period” in

Section 1.01 of the Agreement is amended by adding the
following new sentence at the end of said definition;
provided that such amendment shall not become effective
until all of the Original Directors shall have consented in
writing thereto:

If a Guaranteed Bank receives cash in a Qualifying
Offer in excess of its Current Guaranteed Amount,


Page 5

17

bag

IN WITNESS WHEREOF,
this Amendment. to be duly exec
written.

the parties hereto have Caused
uted as of the date first above

BAIN & COMPANY, INC.

By
Titie; 4)
By.
Titier
(b)(4)

By
Title:

NEW BANK OF NEW ENGLAND, N.A.

‘ By ~
Title:



Page 35

Davis POLK & WAROWELL
450 LEXINGTON AVENUE
New York, N.Y. 10017

212-450-4006

October 19, 1992

Odtigor Neme_Z- IQEC O
« i TG _ es
Memorandum to: Bain Lenders Odiigor #_ COS SIC ES

Obligetiony

Section! tes
CCK

i =
Re: Offer by Bain & Company, Inc. Otficer € a

("Bain") to Prepay Restructured
Debt at a Discount

I enclose documents relating to the proposed offer
by Bain to prepay at a discount the Loans and Tranche D
Obligations outstanding under the Loan Agreement dated June
10, 1991 (the "Loan Agreement"). These documents consist of

the following:

- Three copies of Amendment No. 6 to the Loan
Agreement. Attached to this Amendment are Exhibit
AA, which is a summary of the terms of the
proposed offer, and Exhibit B, which is an
amendment to the Original Director Guarantees, the
execution of which by all Original Directors is a
condition to the effectiveness of Amendment No. 6
and the closing of the proposed offer.

- Financial projections prepared by Bain to
illustrate the effects of the proposed offer.

As set forth in the Summary of Terms attached to

Amendment No. 6, Bain has proposed to apply up to million

in cash to prepay Loans and Tranche D obligations at a price

of up to $.30 per dollar. Prepayments resulting from the

offer would be applied ratably to all Tranches of Loans and
Tranche D Obligations held by a tendering Lender, and 0%)

ratably within each Tranche of Loans to the required
RA5057 327


Page 21

DAVIS POLK & WARDWELL
450 LEXINGTON AVENUE
New York, N.Y. [OO17

212-450-4000

Memorandum
for
Lenders September 14, 1992

Re: Bain & Company, Inc. -
Proposed Hong Kong Lease

At the request of Colin Anderson rt

enclose three copies of a proposed Waiver permitting Bain to
enter into a two-year lease for office space in Hong Kong.

If the proposed Waiver is acceptable to you,
please sign two copies and return them to me at 450
Lexington Avenue, New York, New York 10017. The third copy
is for your files.

If you have any questions about the enclosed
Waiver, please call Colin or Bill or, as to legal matters,
call me at (212) 450-4146.

Best regards.

(b)(4).(b)
(6)

ntger tame fie SO
Obtigor #ESSEZECS
Obligationg= —2
Section) Tab
Ottice Ex_1OCE ag

aaso57 +20


(b\(4)
(b)(4)

Page 27

WAIVER NO. 3

Waiver No. 3 dated as of August 15, 1992 under the
Loan Agreement dated as of June 10, 1991 (the “Loan
Agreement") among Bain & Company, Inc., a Massachusetts

corporation, the lenders listed on the signature pages

thereof (the “Lenders") and

as Agent. Capitalized terms used herein and not

otherwise defined herein have the meanings set forth in the

Loan Agreement.

WITNESS ETH:

WHEREAS, the Borrower wishes to obtain a waiver of
the provisions of Section 5.09 of the Loan Agreement in

order to permit the Borrower to enter into a two-year lease

for office space in Hong Kong;

NOW, THEREFORE, the undersigned Lenders and the

Borrower agree as follows:

SECTION 1. Waiver. The undersigned Lenders
hereby waive the provisions of Section 5.09 of the Loan
Agreement to the extent necessary to permit the Borrower to
enter into a two year lease of office space located in Hong

Kong; provided that the aggregate monthly rent obligations

aasos7 112


Page 23

of the Borrower under such lease shall not exceed 75,000

Hong Kong dollars.

SECTION 2. Rights Otherwise Unaffected. This

Waiver is limited to the matters expressly set forth herein,
and shall not affect any other rights or remedies of the
Lenders under the Loan Agreement, and all terms of the Loan
Agreement shall remain in full force and effect.

SECTION 3. Governing Law. This Waiver shall be
governed by and construed in accordance with the laws of the
State of New York.

SECTION 4. Counterparts; Effectiveness. This”
Waiver may be signed in any number of counterparts, each of
which shall be an original, with the same effect as if the
signatures hereto and thereto were on the same instrument.
This Waiver shall become effective as of the date set forth
above when the Agent shall have received duly executed
counterparts hereof signed by the Borrower and the Relevant
Consent Lenders (or, in the case of any party as to which an
executed counterpart shall not have been received, the Agent
shall have received telegraphic, telex or other written
confirmation from such party of execution of a counterpart

hereof by such party).

RA5057122


Page 36

amortization payments, except that (for reasons having to do
with preserving the benefits of the Forbearance Period)
amounts which would come due to a Guaranteed Bank accepting
the offer during the Forbearance Period would be prepaid
first. The provisions relating to Excess Cash Flow would be
amended to make it clear that the percentage of revenue
included in "Competitive Compensation" would be increased
based on the amount of debt extinguished in the offer,
rather than the amount of cash paid. The calculation of
Excess Cash Flow would not otherwise be affected. In
addition, Amendment No. 6 contains provisions relating to

voting and other administrative matters.

The unanimous approval of all Lenders is required
for effectiveness of Amendment No. 6 and the commencement of
the proposed offer. The documentation has been structured
to provide that the Amendment would be executed and the
offer would conditionally proceed prior to execution of the
necessary Guarantee amendments by the Original Directors, so
that the approval of the Original Directors may be sought
after the potential results of the offer are known. If
Original Director approval were not obtained within 30 days
after termination of the offer (subject to extension for one

additional 30 day period), the offer would lapse.

We have scheduled a meeting to discuss the

enclosed documents for 10:00 a.m. on Friday, October 30 at

2 RA5 057128


Page 18

a»
NS "
: L
g *
S
e -
“~



Page 62

subsection (b) when the occur)|will accrue
before the end of the Forbearance Period;
provided that the portion of the Offer
Prepayment Amount applied pursuant to this
clause (i) shall not exceed the amount of
cash received by such Guaranteed Bank in the
Qualifying Offer;

(ii) Second, in the case of the
remainder of any Offer Prepayment Amount
applied to Loans and Tranche D Obligations of
a Guaranteed Bank and the full Offer
Prepayment Amount applied to Loans and
Tranche D Obligations of BONE or the
Landlord, tofprepay, at the discount bid by
such Lender, the] remaining outstanding
principal amounts of such Lender's Loans and
Tranche D Obligations, ratably in proportion
to the remaining outstanding principal
amounts thereof.

If any amounts to be prepaid pursuant to clause (i) of
this subsection (b) are due on the same day and are not
prepaid in full, such amounts shall be prepaid ratably.
Tf any interest estimated pursuant to said clause (i)
exceeds the amount actually becoming due and payable
pefore the end of the Forbearance Period, the excess
will be credited towards payment of the first interest
due and payable to the relevant Lender thereafter;
conversely, if such estimated interest falls short of
the amount actually becoming due and payable before the
end of the Forbearance Period, the Borrower will pay
the shortfall when due. Interest estimated pursuant to
clause (i) of this subsection (b) shall be calculated
as of the later of the effectiveness of Amendment No. 6
to this Agreement and the termination of a Qualifying
Offer and shall reflect to within $1,000 the reduction
in principal and Deferred Interest outstanding to the
relevant Guaranteed Bank as a result of the
consummation of a Qualifying Offer.

(c)| Whenever any Excess Cash Flow Payment,
optional prepayment or Offer Prepayment Amount is
applied to prepay principal of the Loans pursuant to
clause (a) (i) or (b) (ii) above, the Borrower shall
prepay all interest (other than Deferred Interest)
accrued on the principal so prepaid.

SECTION f5.| Amendments of Section 3.04. (a)

Section 3.04(b) of the Agreement is amended to read in its
entirety as follows; provided that such amendment shall not
become effective until all of the Original Directors shall
have consented in writing thereto:

4


AGUAS

14

may
NO

this proviso) and {q) no real estate lease per-
mitted under this clause (iii) shall have a tern of

more than one year.

SECTION 3. Governing Law. This Amendment shall be

State of New York.

governed by and construed in accordance with the laws of the

SECTION 4. Counterparts; Effectiveness. This

Amendment may be signed in any n

Der of counterparts, each

of which shall be an original, with the same effect as if the

signat’
This A

nt shall become effecc
Acent shall

when the

ts hereof s

countersa

es thereto and hereto were upon the sane instrument.
ive as of the date set -—
received duly executed
gned by the Borrower and, pursuant to

Section $.05 of the Agreement, Lenders holding more than 62%
of the sum of the aggregate outstanding principal amount of
the Loans and the aggregate unpaid anount of the Tranche D
Obligations (or, in the case of any party as to which an
executed counterpart shali not have been received, the Agent
shall have received telegraphic, telex or other written

confirn,

tion from such party of execution of a counterpart

hereof by such party). The effectiveness of this Anendment

will not
dated as of August 39, 1952 among the Borrower,
and the Agent.

aifect the validity or effectiveness of Waiver No. 1

the Lenders

ansoost?”



(b\(4)

(b\(4)

(b)(4)

(b\(4)

Page 33

IN WITNESS WHEREOF, the undersigned have executed

this Waiver as of the date first above written.

By

Title: Vice President

By.
Title: Vice President

By.

Title: Vice President

RECOLL MANAGEMENT CORPORATION,
as Attorney~-In-Fact for the
Federal Deposit Insurance
Corporation, as Receiver for
the New Bank of New England,

A

(b)(6)

By’

Title: Vice President

By

Title: Vice President

RAS0571 46


Page 30

BAIN & COMPANY, INC.

By
Title: Vice President

RA5O57115


(b)4) +

(b)4)

(b)4)

Borrower’s oblicatione +,

reimburse ]

for any payments made by such
bank under its quarantee of un ta

compan FS

Borrower's obligations ta
reimburse ]
for any payments made by such
bank under its quarantee nF aa to

owing

-2-

RA5SO54753

(b)(4)

——



Page 6

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Title;

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VIA _TELECOPIER

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Memorandum to:

Patrick O'Neill
Re: Amendment to German Agreement

Enclosed ig an Amendment (the
Subsidiary Guaranty and Security Agreement

1992 {the "Security Acre ent") between Baj

"Amendnent") to the

dated as of June 10,
Q_& Company Germany

"Bain Germany”) a
as Collateral Agen
contemplated by the letter
2nt") from certain Le.
cions to be taxen aft
Lenders! Security interest

e nament
dated June 10, 1
nders to the Col
er June 10, 1992
in certain forei

German counsel
assignments of German
certain formalities to
Amendment provides for cer
such formalities and there
the enforceability of the
Security Agreement.
Amendment Provides,
certain “fiduciary a

has advised us tha
enforceable y
tain amendments d
by to alleviate y
security interest
Based on the advice of
ameng other things, for
sSignment" language, (b
certain principles Stipulated by the German
ustice with respect to over-security and {
Statement that the collateral assignment of
for in the Security Agreement shall be gove

le must comply with
nder German law.

s
991
lateral Agent relating
in connection with the
gn receivables,

t collateral

The
esigned to comply with
arious concerns about
provided for in the
German counsel, the
(a) the inclusion of
) the incorporation of
Federal Court of
c) an explicit
receivables Provided
ned by German law,

aasossiit



(4)

Tan

1113942

AMENDMENT NO. 2 TO LOAN AGREEMENT

ENDMENT No. 2 dated as of October 11, 1991 among
Y, INC. (the “Borrower"), the LENDE i
pages herecf (the "Lenders") andl (b)(4)

a

BAIN & COMP.

S agent (the "Agent").

WITNESSETH :

EAS, the parties hereto have heretofore entered
greement dated as of June 10, 1991 (the "Agree~

EAS, the parties hereto desire to anend Section
“greements

NO, THEREFORE, the Parties hereto agree as fol~
lows:

. SECTION 1.° De itions;: References, Unless other~
wise specifically defined rein, each term used herein which
is defined @ Agreemenz shall have the meaning assigned
to such tern ‘the Agreement. Each reference to "hereof",
"hereunder", "herein" and "hereby" and each other sinilar

- reference ens each reference to “this Agreement" end each

other similar reference contained in the Agreement shall fron
and after the date hereof refer to the agreement as amended
hereby.

mt of Section 5.09. Sec-
amended by changing the word
"and" appearing before clause (ii) of such Sec-
tion on to a comma and inserting, at the end of such Section,
the following:

SECTION 2.
tion 5.09 te =:

and (iii) any equipment lease or real estate lease

not ether © permitted by the foregoing clauses net e
(i) and (ii) of this Section 5.09; provided that

{p) the acgregate annual rent. payable-under all —

such leases shall“Hot at any time exceed $100,000

(it being understood that the Geneva, Switzerland
lease referred to in Waiver No. 1 dated as of

August 30, 1991 anong the Borrower, the Lenders and
the Agent shall not be included for purposes of
calculating compliance with-the-$100,000 limit of

—————" ans 054755



Page 25

BAIN & COMPANY, INC.

By

Title: Vice President

pasos? 124


Davis POLK & WaRDWELL
= 1-1 CHASE MANHATTAN PLAZA

New YorK.N. ¥. IOOO5
212-536-4000

Memorandum
for

July 16, 1991

Patrick O’Neill
Colin Anderson

Re: Amendment No. 1 to Bain Loan Agreement “

Telecopied herewith is Amendment No. 1 (the "Amend-
ment”) to the Loan Agreement dated as of June 10, 1991 (the

“Loan Agreement") among Bain & Company, Inc., the Lenders.

listed on the signature pages thereof and

0114997

SS

RS Agent.

17. |

The Amendment provides for the addition of certain
items of debt to Exhibit s to the Loan Agreement that were
erroneously excluded from that Schedule at the time the Loan
Agreement became effective. The Amendment will become effec-

tive as of June 14, 1991 (the Effective Date of the Loan

Agreement) upon the receipt by lof signatures

of the Company and Lenders holding more than 50% of the sum

of the aggregate outstanding principal amount ef the Loans

(b)(4)

(b)(4)

and the aggregate | npaid amount of the Tranche D Obligations.

The Amendment is necessary for the Company’s
auditors to sign off on the Company’s financials. . Please

execute the attached Amendment, send me a copy by facsimile

RA5054747



(b\(4)

(b)(4)

Page 48

SECTION 14. Counterparts; Effectiveness. This
Amendment may be signed in any number of counterparts, each
of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same
instrument. This Amendment shall become effective when the
Agent shall have received (i) duly executed counterparts
hereof signed by the Borrower and each Lender (or, in the
case of any party as to which an executed counterpart shall
not have been received, the Agent shall have received
telegraphic, telex or other written confirmation from such
party of execution of a counterpart hereof by such party)
and (ii) duly executed counterparts of amendments of the
Original Director Guarantees and Original Director Security
Agreements signed by the Collateral Agent and each Original
Director, substantially in the form of Exhibit B to this
Amendment or any other form approved by all the Guaranteed
Banks (excluding any Guaranteed Bank, if such Guaranteed
Bank's Current Guaranteed Amount would be reduced to zero
upon closing of a Qualifying Offer which has been accepted
by the Borrower subject to compliance with this clause
(ii)).

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

BAIN & COMPANY, INC.

By

Title:

By.

Title:

By,

Title:


9113945

V7

4409

\(by(4)

By
Title:

-4-

RA5054758


SS witSoe.
executed as of the date first above

this Anendnen
written.

the parties hereto have caused

BAIN & COMPANY, INC.

O114944

17

MANAGEMENT CORPORATION,
orney-in-Fact for_the
1 Deposit Insurance

as Receiver for

ek VP

oy
a

By.
Title:

RAS

Sew Bank of New England, N.A.

64757

(b)(4)

reer



Page 61

such excess cash shall be excluded in calculating
whether the Guaranteed Banks "have received
(b)(4) in respect of interest and principal on
@ir boans for purposes of this definition.

SECTION {3.| Exhibit AA. The Agreement is amended
by adding Exhibit AA in the form of Exhibit AA to this
Amendment .

SECTION f4.| Amendment of Section 3.06. Section
3.06 of the Agreement is amended to read as follows:

SECTION 3.06. Application of Excess Cash Flov
Payments and Prepayments. (a) Each Excess Cash w
Payment made pursuant to Section 3.05 and each optional
prepayment made pursuant to Section 3.04(f) (excluding
prepayments applied to amounts tendered by any Lender
pursuant to a Qualifying Offer) shall be applied as
follows:

(i) First, to prepay the outstanding
principal amount of the Loans, ratably in
proportion to the outstanding principal amount of
each Tranche of Loans and ratably within each
Tranche of Loans in proportion to the outstanding
Loans of the several Lenders included in such
Tranche of Loans; and

(ii) Second, to pay the Tranche D Obligations
ratably in proportion to the outstanding Tranche D
Obligations of each Lender.

(b) Any Offer Prepayment Amount applied to prepay
amounts tendered by any Lender pursuant to a Qualifying
Offer shall be applied as follows:

(i) First, in the case of any Offer

Prepayment Amount applied to Loans and
Tranche D Obligations of a Guaranteed Bank,

| tofprepay, at the discount bid by such

| Guaranteed Bank,|in forward order of maturity

| qA)| the unpaid principal of and unpaid
Deferred Interest on such Guaranteed Bank's
Loans scheduled to become due and payable
before the end of the Forbearance Period and

| (B)| the unpaid interest (excluding Deferred

| Interest but including interest thereon) | on

| its Loans ‘which the Agent estimates (assuming
no change in the applicable interest rates

| after the date of such [prepayment and giving

| . effect to the prepayments of Deferred

| Interest and principal provided for in this

w

in


Page 44

subsection (b) when they occur) will accrue
before the end of the Forbearance Period;
provided that the portion of the Offer
Prepayment Amount applied pursuant to this
clause (i) shall not exceed the amount of
cash received by such Guaranteed Bank in the
Qualifying Offer;

(ii) Second, in the case of the
remainder of any Offer Prepayment Amount
applied to Loans and Tranche D Obligations of
a Guaranteed Bank and the full Offer
Prepayment Amount applied to Loans and
Tranche D Obligations of BONE or the
Landlord, to prepay, at the discount bid by
such Lender, the remaining outstanding
principal amounts of such Lender's Loans and
Tranche D Obligations, ratably in proportion
to the remaining outstanding principal
amounts thereof.

If any amounts to be prepaid pursuant to clause (i) of
this subsection (b) are due on the same day and are not
prepaid in full, such amounts shall be prepaid ratably.
Tf any interest estimated pursuant to said clause (i)
exceeds the amount actually becoming due and payable
before the end of the Forbearance Period, the excess
will be credited towards payment of the first interest
due and payable to the relevant Lender thereafter;
conversely, if such estimated interest falls short of
the amount actually becoming due and payable before the
end of the Forbearance Period, the Borrower will pay
the shortfall when due. Interest estimated pursuant to
clause (i) of this subsection (b) shall be calculated
as of the later of the effectiveness of Amendment No. 6
to this Agreement and the termination of a Qualifying
Offer and shall reflect to within $1,000 the reduction
in principal and Deferred Interest outstanding to the
relevant Guaranteed Bank as a result of the
consummation of a Qualifying Offer.

{c) Whenever any Excess Cash Flow Payment,
optional prepayment or Offer Prepayment Amount is
applied to prepay principal of the Loans pursuant to
clause (a) (i) or (b) (ii) above, the Borrower shall
prepay all interest (other than Deferred Interest)
accrued on the principal so prepaid.

SECTION 5. Amendments of Section 3.04. (a)
Section 3.04(b) of the Agreement is amended to read in its
entirety as follows; provided that such amendment shall not
become effective until all of the Original Directors shall
have consented in writing thereto:



Page 32

of the Borrower under such lease shall not exceed 75,000

Hong Kong dollars.

SECTION 2. Rights Otherwise Unaffected. This

Waiver is limited to the matters expressly set forth herein,
and shall not affect any other rights or remedies of the
Lenders under the Loan Agreement, and all terms of the Loan
Agreement shall remain in full force and effect.

SECTION 3. Governing Law. This Waiver shall be
governed by and construed in accordance with the laws of the
State of New York.

SECTION 4. Counterparts; Effectiveness. This

Waiver may be signed in any number of counterparts, each of
which shall be an original, with the same effect as if the
signatures hereto and thereto were on the same instrument.
This Waiver shall become effective as of the date set forth
above when the Agent shall have received duly executed
counterparts hereof signed by the Borrower and the Relevant
Consent Lenders (or, in the case of any party as to which an
executed counterpart shall not have been received, the Agent
shall have received telegraphic, telex or other written

confirmation from such party of execution of a counterpart

hereof by such party).

RA5OS7117


Page 49

RECOLL MANAGEMENT CORPORATION,
as Attorney-in-Fact for the
Federal Deposit Insurance
Corporation, as Receiver for
New Bank of New England, N.A.

By.

Title:

(b\(4)

By

Title:

(b)(4)

By.

Title:


(b\(4)
(b\(4)

Page 31

WAIVER NO. 3

Waiver No. 3 dated as of August 15, 1992 under the
Loan Agreement dated as of June 10, 1991 (the "Loan
Agreement") among Bain & Company, Inc., a Massachusetts

corporation, the lenders listed on the signature pages

thereof (the "Lenders") and

as Agent. Capitalized terms used herein and not

otherwise defined herein have the meanings set forth in the

Loan Agreement.

WITNESSETH:

WHEREAS, the Borrower wishes to obtain a waiver of
the provisions of Section 5.09 of the Loan Agreement in
order to permit the Borrower to enter into a two-year lease

for office space in Hong Kong;

NOW, THEREFORE, the undersigned Lenders and the

Borrower agree as follows:

SECTION 1. Waiver. The undersigned Lenders
hereby waive the provisions of Section 5.09 of the Loan
Agreement to the extent necessary to permit the Borrower to
enter into a two year lease of office space located in Hong

Kong; provided that the aggregate monthly rent obligations

RASO57116


Page 8

i

u
EXHIBIT A To }
AMENDMENT NO. 1 '
ee NO.

EXHIBIT S

Debt of the Borrower Outstanding
immediately After Effective Date k

Balance Sheet Debt:
ie (b)(4)
Guarantee of Subordinated Debt

Subrogated Debt

Off Balance Sheet Debt:

Letters of Comfort for
Bain Consultants, Inc. (Australia) (b)(4)
Leased premises
Payroll Account
10 Automobile leases

"1175003

Guarantee Lease Payments of

- bya)

(b)(4)

Borrower's obligations
to fun gs
(by

Borrower's igations to

bank under its guarantee of up to

of the current fq Oy

&
anno



Page 22

WAIVER NO. 3

Waiver No. 3 dated as of August 15, 1992 under the
Loan Agreement dated as of June 10, 1991 (the “Loan
Agreement") among Bain & Company, Inc., a Massachusetts

corporation, the lenders listed on the signature pages

(oy) thereof (the "Lenders") and
(b)(4)

as Agent. Capitalized terms used herein and not

otherwise defined herein have the meanings set forth in the

Loan Agreement.

WITNESS ETH:

WHEREAS, the Borrower wishes to obtain a waiver of
the provisions of Section 5.09 of the Loan Agreement in
erder to permit the Borrower to enter into a two-year lease

for office space in Hong Kong;

NOW, THEREFORE, the undersigned Lenders and the

Borrower agree as follows:

SECTION 1. Waiver. The undersigned Lenders
hereby waive the provisions of Section 5.09 of the Loan
Agreement to the extent necessary to permit the Borrower to
enter into a two year lease of office space located in Hong

Kong; provided that the aggregate monthly rent obligations

RA5057124


(b\(4)

Page 59 Marked to
4 ous chanars

AMENDMENT NO. 6 TO LOAN AGREEMENT

AMENDMENT NO. 6 dated as of October 19, 1992 to
the Loan Agreement dated as of June 10, 1991 (as amended
from time to time, the "Agreement") among BAIN & COMPANY,
INC. (the "Borrower"), the LENDERS listed on the signature
naces thereof (the "Lenders") and | ] (b)(4)

ks Agent (the "AgentTM).

WITNESS ETH

WHEREAS, the parties hereto desire to amend the
Agreement to permit the Borrower to make and consummate an
offer to the Lenders to prepay at a discount Loans
(including interest thereon) and Tranche D Obligations
outstanding under the Agreement and to provide for certain
related matters;

NOW, THEREFORE, the parties hereto agree as
follows:

SECTION 1. Definitions; References. Unless
otherwise specifically defined herein, each term used herein
which is defined in the Agreement has the meaning assigned
to such term in the Agreement. Each reference to "hereof",
"hereunder", "herein" and "hereby" and each other similar
reference and each reference to "this Agreement" and each
other similar reference contained in the Agreement shall
from and after the date hereof refer to the Agreement as
amended hereby.

SECTION 2. Definitions. (a) Section 1.01 of the
Agreement is amended by adding the following new definitions
in alphabetical order:

"Current Guaranteed Amount" means at any time,
with respect to any Guaranteed Bank, such Guaranteed
Bank's Original Guaranteed Amount reduced (but not
below zero) by all cash payments of principal and
interest (other than any payments made pursuant to the
Other Collateral Documents and any payments of interest
that accrue after the end of the Forbearance Period)
received by such Guaranteed Bank in respect of its
Loans (including any cash received in respect of its


(b\(4)

(b\(4)

(b\(4)

(b\(4)

By

Title:

By.

Title:

RECOLL MANAGEMENT CORPORATION,
as Attorney-in-Fact for the
Federal Deposit Insurance
Corporation, as Receiver for
New Bank of New England, N.A.

By.

Title:

Title:

By.

Title:



Page 39

DAVIS POLK & WARDWELL
450 LEXINGTON AVENUE
New York, N.Y. 10017

212-450-4000

Memorandum
for
Bain Lenders December 17, 1992

Enclosed are three execution copies of Amendment
No. 6 to the Bain Loan Agreement, which would permit the
proposed offer to prepay debt at a discount to proceed. The
Amendment includes as exhibits a term sheet for the offer
and the form of the document that the Original Directors
will be asked to execute after the results of the offer are
known. I have also enclosed copies of the text of the
Amendment and the term sheet marked to show all changes made
since the group met in New York in October (the Original
Director document has not been changed).

Bain has requested that the enclosed Amendment be
executed as soon as possible so that the offer may be
commenced promptly. I would therefore appreciate receiving
executed signature pages by facsimile at (212) 450-5563.
Pleage also execute and return two of the enclosed hard
copies to:

Paul Model
Davis Polk & Wardwell
Qaynr.Co Crease Lexington Avenue
ere sla New York, New York 10017

Sbliger teamed rer

Seliger # , ae
GbligatIGRS ample

Sectisnf Beale nnn

aitieet! ee a



Page 40

Please do not hesitate to call me at (212) 450-

4741 if you have any questions.

Paul Model

Enclosures


(b\(4)

(b\(4)
(b\(4)

(b)(4)

Page 55

EXHIBIT B

AMENDMENT NO. 1
TO
ORIGINAL DIRECTOR GUARANTEE
AND SUBORDINATION AGREEMENT AND
GUARANTOR'S SECURITY AGREEMENT

Amendment No. 1 dated as of _ among the

undersigned individual (the "Guarantor") (b)(4)

Bs Agent (the “Agent") under the

Loan Agreement dated as of June 10, 1991, as amended (the

"Loan Agreement") among Bain & Company, Inc., the Lenders

(b)(4)

listed on the signature pages thereof and

Agent; and (b)(4)

as Collateral Agent (the

"Collateral Agent") under the Guarantor's Security Agreement

dated as of June 10, 1991 (the “Security Agreement") between

the Guarantor and

as Collateral Agent.

WITNES SETH:
WHEREAS, the Guarantor has executed an Original
Director Guarantee and Subordination Agreement dated as of
June 10, 1991 (the "Guarantee”) and the Guarantor and the
Collateral Agent are parties to the Security Agreement; and
WHEREAS, the parties wish to amend the Guarantee
and the Security Agreement in connection with an offer to be

made by Bain & Company, Inc, to prepay at a discount certain


Page 28

of the Borrower under such lease shall not exceed 75,000

Hong Kong dollars.
SECTION 2. Rights Otherwise Unaffected. This

Waiver is limited to the matters expressly set forth herein,
and shall not affect any other rights or remedies of the
Lenders under the Loan Agreement, and all terms of the Loan
Agreement shall remain in full force and effect.

SECTION 3. Governing Law. This Waiver shall be
governed by and construed in accordance with the laws of the
State of New York.

SECTION 4. Counterparts; Effectiveness. This
Waiver may be signed in any number of counterparts, each of
which shall be an original, with the same effect as if the
signatures hereto and thereto were on the same instrument.
This Waiver shall become effective as of the date set forth
above when the Agent shall have received duly executed
counterparts hereof signed by the Borrower and the Relevant
Consent Lenders (or, in the case of any party as to which an
executed counterpart shall not have been received, the Agent
shall have received telegraphic, telex or other written

confirmation from such party of execution of a counterpart

hereof by such party).

aasosT"

443


(b)(4)

Page 58

SECTION 8. Counterparts; Effectiveness. This

Amendment may be signed in any number of counterparts, with
the same effect as if the signatures thereto and hereto were
upon the same instrument. This Amendment shall become
effective as of the date set forth above when executed by
the Guarantor identified below, the Agent and the Collateral
Agent.

IN WITNESS WHEREOF, the parties hereto have caused

this Amendment to be duly executed as of the date first

above written.

Name of Guarantor:

By.

Title:


Page 4

SECTION 4. Counterparts; Effectiveness. This
Amendment may be signed in any number of counterparts, each
of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
This Anendment shall become effective as of June 14, 1991
when the Agent shail have received duly executed counterparts
hereof signed by the Borrower and, pursuant to Section 9.05
of the Agreement, Lenders holding more than S0% of the sum of
the aggregate outstanding principal amount of the Loans and
the aggregate unpaid amount of the Tranche D Obligations (or,
in the case of any party as to which an executed counterpart
shall not have been received, the Agent shall have received
telegraphic, telex or other written confirmation fron such
party of execution of a counterpart hereof by such party).

=
fo)

5

044

-2-



Page 47

Offer increases the percentage of the outstanding Loans and
Tranche D Obligations held by some other Lender to such an
extent that a single Lender, acting alone, will be able to
take actions or prevent actions from being taken under the
Agreement which a single Lender, acting alone, could not
otherwise have taken or prevented, the parties hereto agree
to negotiate in good faith an appropriate adjustment of the
percentages set forth in the definitions of "Required
Consent Lenders" and "Required Default Lenders" so that such
prepayment will not enable a single Lender, acting alone, to
take such actions or prevent such actions from being taken.

SECTION 12. Rights Otherwise Unaffected. This
Amendment is limited to the matters expressly set forth
herein, and shall not affect any other rights or remedies of
the Lenders under the Agreement, and (except as expressly
provided herein) all terms of the Agreement shall remain in
full force and effect.

SECTION 13. Governing Law. This Amendment shall
be governed by and construed in accordance with the laws of
the State of New York.


(b)(4)

(b)(4)

Page 45

(b) The Borrower shall prepay, and there shall
become due and payable, on each date set forth on
Schedule II, the aggregate principal amounts (if any)
of the Tranche A Loans, the Tranche B Loans and the
Tranche C Loan set forth opposite such date on Schedule
II. Until an aggregate ofl bet prepayments of
the Tranche A Loans has been made (including without
limitation through payments under the Original Director
Guarantees) as required by this subsection (b), all
such prepayments of the Tranche A Loans shall be
applied to prepay the Tranche A Loans of the Guaranteed
Banks ratably in proportion to the outstanding
principal amounts of their Tranche A Loans; provided
that if any Tranche A Loan held by a Guaranteed Bank is

i guant to a Qualifying Offer the amount of

set forth in this sentence shall be reduced
by the amount of cash received by such Guaranteed Bank
in such Qualifying Offer which does not exceed such

Guaranteed Bank's ratable share of such amount of
Ea __ [based upon the principal amounts of Tranche
A Loans he by the several Guaranteed Banks on the

Effective Date. Except as provided in the preceding

sentence, all prepayments of any Tranche of Loans made
pursuant to this subsection (b) shall be applied to

prepay the outstanding Loans included in such Tranche
of Loans for which such prepayment is due, ratably in
proportion to the outstanding principal amount of the
Loans of the several Lenders included in such Tranche.

(b) Section 3.04(c) of the Agreement is amended
to read as follows:

(c) Whenever any Excess Cash Flow Payment,
optional prepayment or Offer Prepayment Amount is
applied to prepay the principal of a Tranche of Loans
pursuant to Section 3.06{a) (i) or 3.06(b) (ii), the
subsequent yearly prepayments of such Tranche of Loans
required by subsection (b) of this Section shall be
reduced, pro rata in proportion to the amounts of such
subsequent yearly repayments, by an aggregate amount
equal to the aggregate principal amount of such Tranche
so prepaid.

SECTION 6. Amendment of Section 3.08{a). Section

3.08(a) of the Agreement is amended by adding a new sentence
immediately after the second sentence thereof, to read as

follows:

With respect to any payment received by the Agent
for the account of the Guaranteed Banks pursuant
to the Original Director Guarantees, the
Guaranteed Banks' shares of such payment shall be

(b)(4)


Page 15

WAIVER NO. 1

Waiver No. 1, dated as of August 30, 1991 under the g

Lean Agreement dated as of June 10, 1991 (the "Loan Agree~-

ment") among Bain & Company, Inc., a New Jersey corporation,

the lenders listed on the signature pages thereof (the

(by(4) "Lenders")}—and

Agent. Capitalized terms used herein and not otherwise

defined shall have the meanings set forth in the Loan Agree-

me
oS ment.
ma
x
_ WITNESSETH:?
= WHEREAS, the Borrower wishes to obtain a waiver of
the provisions of Section 5.09 of the Loan Agreement in order
to permit a subsidiary of the Borrower to increase its leased I
office space in Geneva, Switzerland;
NOW, THEREFORE, the undersigned Lenders and the '
Borrower agree as follows:

SECTION 1. Waiver. The undersigned Lenders hereby

waive the provisions of Section 5.09 of the Loan Agreement to

aaa

the extent necessary to permit Bain & Company Switzerland,

Ine. to enter into a lease of additional office space located

in Geneva, Switzerland and renewals and replacements thereof; F
provided that the aggregate annual rent obligations of Bain &
Company Switzerland, Inc. upon execution of such lease shall 3

RA5O58130



Page 57

and, if it is reduced to zero, then to reduce the
amount determined pursuant to clause (iii) of this
definition.

SECTION 4. Amendment of Section 12(b) of Securit

Aareement. Section 12(b) of the Security Agreement is

amended to read as follows:

(b) second, to pay each Guaranteed Bank the
amount of its Secured Obligations then payable
and, if such monies shall be insufficient to pay
such amounts in full, then to pay such monies to
the Guaranteed Banks ratably in proportion to
their respective Current Guaranteed Amounts;

SECTION 5. Consent to Amendments of Loan

Agreement. The undersigned Guarantor consents to (i) the
amendment of the definition of "Forbearance Period"
contained in Section 2(c) of Amendment No. 6 to the Loan
Agreement and (ii) the amendments of Section 3.04 of the
Loan Agreement set forth in Section 6 of said Amendment No.

6.

SECTION 6. Rights Otherwise Unaffected. This

Amendment is limited to the matters expressly set forth
herein, and shall not affect any other rights or remedies of
the Guarantor, the Guaranteed Banks, the Agent or the
Collateral Agent under the Guarantee or the Security
Agreement, and (except as expressly provided herein) all
terms of the Guarantee and the Security Agreement shall
remain in full force and effect.

SECTION 7. Governing Law. This Amendment shall
be governed by and construed in accordance with the laws of

the State of New York.


(b)(4)

(b\(4)

Page 63

(b) The Borrower shall prepay, and there shall
become due and payable, on each date set forth on
Schedule II, the aggregate principal amounts (if any)
of the Tranche A Loans, the Tranche B Loans and the
Tranche C Loan set forth op i date on Schedule
II. Until an aggregate of lof prepayments of
the Tranche A Loans has been made (including without
limitation through payments under the Original Director
Guarantees) as required by this subsection (b), all
such prepayments of the Tranche A Loans shall be
applied to prepay the Tranche A Loans of the Guaranteed
Banks ratably in proportion to the outstanding
principal amounts of their Tranche A Loans; provided
that if any Tranche A Loan held by a Guaranteed Bank is
prenaid pursuant to a Qualifying Offer the amount of

set forth in this sentence shall be reduced

by thé amount of cash received by such Guaranteed Bank
in such Qualifying Offer which does not exceed such
Guaranteed Bank's ratable share of such amount of

based upon the principal amounts of Tranche

FB LOanms Herd by the several Guaranteed Banks on the
Effective Date. Except as provided in the preceding
sentence, all prepayments of any Tranche of Loans made
pursuant to this subsection (b) shall be applied to
prepay the outstanding Loans included in such Tranche
of Loans for which such prepayment is due, ratably in
proportion to the outstanding principal amount of the
Loans of the several Lenders included in such Tranche.

(b) Section 3.04(c) of the Agreement is amended
to read as follows:

(c) Whenever any Excess Cash Flow Payment,
optional prepayment or Offer Prepayment Amount is
applied to prepay the principal of a Tranche of Loans
pursuant to Section 3.06(a) (i) or 3.06 (b) (ii), the
subsequent yearly iprepayments|of such Tranche of Loans
required by subsection (b) of this Section shall be
reduced, pro rata in proportion to the amounts of such
subsequent yearly repayments, by an aggregate amount
equal to the aggregate principal amount of such Tranche
so prepaid.

SECTION f6.| Amendment of Section 3.08(a). Section

3.08(a) of the Agreement is amended by adding a new sentence
immediately after the second sentence thereof, to read as
follows:

With respect to any payment received by the Agent
for the account of the Guaranteed Banks pursuant
to the Original Director Guarantees, the
Guaranteed Banks' shares of such payment shall be

(b)(4)

ai

bp


Page 17

f— ener nrnannnnrnens
a
(b\(4)
By
()(4) Title:
i
!
By
Title: 7
facatl ov oT Lag “—# Av ay Ae Aa
n fats fedecel Saet fPalawrer GepteFerfae dpcecey
(x4) LSet BANK OF NEW ENGLAND /N-A. a J
(OX.
(b)(4)
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By
Title: }
> BAIN & COMPANY, INC. |
2 By
s Title:
-3-

RA5 058132



AMENDMENT NO. 1 TO LOAN AGREEMENT

AMENDMENT dated as of June 10, 1991 among BAIN &
COMPANY, INC. (the “Borrower"), the LENDERS i

signature pages hereof (the "Lenders") and (b)(4)
jas Agent (the "Agent”),

WITNESSETH:

WHEREAS, the parties hereto have heretofore entered
inte a Loan Agreement dated as of June 10, 1991 (the “Agree-
ment"); and

WHEREAS, the parties hereto desire to amend Exhibit
S to the Agreement to reference certain Debt.

NOW, THEREFORE, the parties hereto agree as fol-

lows:

SECTION 1. Definitions; References. Unless other-
wise specifically defined herein, each term used herein which
is defined in the Agreement shall have the meaning assigned
to such term in the Agreement. Each reference to "hereof",
"hereunder", “herein” and "hereby" and each other similar
reference and each reference to "this Agreement" and each
other similar reference contained in the Agreement shall from
and after the date hereof refer to the Agreement as amended

hereby.

11174999

SECTION 2. Améndment of Exhibit S to the
Rgreement. Exhibit S to the Agreement is amended to read as
B set forth in Exhibit A hereto.
a

SECTION 3. Governing Law. This Amendment shall be
governed by and construed in accordance with the laws of the
State of New York.

RA5054743



(b\(4)

(b)(4)

(b)(4)

(b)(4)

(b\(4)

Page 38

DISTRIBUTIO

Karen Dumas
Brian Shelton ~~
Recoll Management Corporation

Colin Anderson
Bain & Company, Inc.

AA5O57130


(b)(4).(b)
(6)

(b)(4).0)
(6)

(b)(6)

Page 26

WILLIAMS & GRAINGER

COUNSELLORS AT LAW

MABO S27 LAW TELECOPIER
David Cc. Aisenberg 28 State S1REET (617) 573-5197
(617) 573-5440 Boston, Massacuuserrs 02109 (617) 573-7199

2
Obligor Ni; Koy € 2
Obligor PES ee

Zi ne ae a
Obligation Te
Section! Ta:
Officer Ex

alae,

2

September 23, 1992

Esq.

Davis, Polk & Wardwell
450 Lexington Avenue
New York, NY 10017
Re: Bain & Company, Inc. - Proposed Hong Kong
Lease

Dear

Enclosed are two signed copies of Waiver No. 3 relating
to the above-referenced matter. Please forward to us
appropriate copies of the signed waivers from the other

lenders.

Very truly voenre

ec: Brian Shelton

RASO57117


ps(b)(6)

zs
rs

4

114998

EANY

Rober are —_

transmission’to (212) 530-4046 and return a hard copy to me i
as soon as possible.

If you have any questions, please call me at (212) ‘.

30-4470 or Paul Model at (212) 530-4741.

Warmest regards.

Greg Anderson

Carl Sapers

AAso54748



Page 50

EXHIBIT AA

BAIN & COMPANY, INC,

QUALIFYING OFFER (THE "OFFER")
TO PREPAY LOANS AND TRANCHE D
OBLIGATIONS AT A DISCOUNT

SUMMARY OF TERMS

Capitalized terms used herein
and not otherwise defined
have the meanings set forth
in the Loan Agreement
referred to below.

OFFEROR: Bain & Company Inc. (the
"Borrower")
OBLIGATIONS All Loans, including
SUBJECT TO principal, Deferred Interest
OFFER: and certain interest to become

due during the Forbearance
Period, and Tranche D
Obligations outstanding to

the Lenders under the Loan
Agreement dated as of June 10,
1991, as amended (the "Loan
Agreement"). Such Loans,
Tranche D Obligations and
interest are herein called the
"Subject Obligations".

AMOUNT TENDERED: Each tender for prepayment
shall specify whether the
Lender is tendering all of its
Subject Obligations or a
specified aggregate amount
thereof. All tenders shall
consist of proportionate
amounts of all Tranches of
Loans and Tranche D
Obligations held by the
tendering Lender. The
aggregate amount tendered by a
Lender and accepted by the
Borrower shall be applied to


Page 34

BAIN & COMPANY, INC.

By

Title: Vice President

RASOS7119.


Page 43

such excess cash shall be excluded in calculating

b\(4 pease Guaranteed Banks have received
(b)(4) in respect of interest and principal on
their Loans for purposes of this definition.

SECTION 3. Exhibit AA. The Agreement is amended
by adding Exhibit AA in the form of Exhibit AA to this
Amendment .

SECTION 4. Amendment of Section 3.06. Section
3.06 of the Agreement is amended to read as follows:

SECTION 3.06. Application of Excess Cash Flow
Payments and Prepayments. (a) Each Excess Cash Flow
Payment made pursuant to Section 3.05 and each optional
prepayment made pursuant to Section 3.04(f£) (excluding
prepayments applied to amounts tendered by any Lender
pursuant to a Qualifying Offer) shall be applied as

follows:

(i) First, to prepay the outstanding
principal amount of the Loans, ratably in
proportion to the outstanding principal amount of
each Tranche of Loans and ratably within each
Tranche of Loans in proportion to the outstanding
Loans of the several Lenders included in such
Tranche of Loans; and

(ii) Second, to pay the Tranche D Obligations
ratably in proportion to the outstanding Tranche D
Obligations of each Lender.

(b) Any Offer Prepayment Amount applied to prepay
amounts tendered by any Lender pursuant to a Qualifying
Offer shall be applied as follows:

(i) First, in the case of any Offer
Prepayment Amount applied to Loans and
Tranche D Obligations of a Guaranteed Bank,
to prepay, at the discount bid by such
Guaranteed Bank, in forward order of maturity
(A) the unpaid principal of and unpaid
Deferred Interest on such Guaranteed Bank's
Loans scheduled to become due and payable
before the end of the Forbearance Period and
(B) the unpaid interest (excluding Deferred
Interest but including interest thereon) on
its Loans which the Agent estimates (assuming
no change in the applicable interest rates
after the date of such prepayment and giving
effect to the prepayments of Deferred
Interest and principal provided for in this


Page 29

IN WITNESS WHEREOF, the undersigned have executed

this Waiver as of the date first above written.

(b\(4)

By,

Title: Vice President

(b)(4)

By
Title: Vice President

(b\(4)

By,

Title: Vice President

RECOLL MANAGEMENT CORPORATION,
as Attorney-In-Fact for the
Federal Deposit Insurance

Corporation, as Receiver for
the New Bank of New England,
N.A.

(b)(6)

By’
resident

(b\(4)

By

Title: Vice President

RA5O57114


Page 13

(b)(4).(0)
(6)

1114999

TM~
<

Bain Lenders

aa aaanuell
Davis POLK & WARDWELL
| CHASE MANHATTAN PLAZA
New Yorx, N. ¥. 10005
2:2'830 4000
Memorandum
for

August 29, 1991

Enclosed are four execution copies of a waiver

relating to leasing of additional office space by Bain &

Company Switzerland, Inc., as discussed in the fax previously

Please execute all four copies

distrituted by|

and return three executed copies to the undersigned at Davis

Polk & Wardwell.

Paul Model

RA50581 19

mor ee here EREDAR RET



Page 65

Offer increases the percentage of the outstanding Loans and
Tranche D Obligations held by some other Lender to such an
extent that a single Lender, acting alone, will be able to
take actions or prevent actions from being taken under the
Agreement which a single Lender, acting alone, could not
otherwise have taken or prevented, the parties hereto agree
to negotiate in good faith an appropriate adjustment of the
percentages set forth in the definitions of "Required
Consent Lenders" and "Required Default Lenders" so that such
prepayment will not enable a single Lender, acting alone, to
take such actions or prevent such actions from being taken.

SECTION 12. Rights Otherwise Unaffected. This
Amendment is limited to the matters expressly set forth
herein, and shall not affect any other rights or remedies of
the Lenders under the Agreement, and (except as expressly
provided herein) all terms of the Agreement shall remain in
full force and effect.

SECTION 13. Governing Law. This Amendment shall
be governed by and construed in accordance with the laws of
the State of New York.

SECTION 14. Counterparts; Effectiveness. This
Amendment may be signed in any number of counterparts, each
of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same
instrument. This Amendment shall become effective when the
Agent shall have received (i) duly executed counterparts
hereof signed by the Borrower and each Lender (or, in the
case of any party as to which an executed counterpart shall
not have been received, the Agent shall have received
telegraphic, telex or other written confirmation from such
party of execution of a counterpart hereof by such party)
and (ii) duly executed counterparts of amendments of the
Original Director Guarantees and Original Director Security
Agreements signed by the Collateral Agent and each Original
Director, substantially in the form of Exhibit B to this
Amendment or any other form approved by all the Guaranteed
Banks (excluding any Guaranteed Bank, if such Guaranteed
Bank's Current Guaranteed Amount would be reduced to zero
upon closing of a Qualifying Offer which has been accepted
by the Borrower subject to compliance with this clause
(ii)).

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

BAIN & COMPANY, INc.

By.



Page 51

PRICE:

MAXIMUM PRICE:

ACCEPTANCE; PRORATION:

APPLICATION OF PREPAYMENTS:

prepay such Lender's Subject
Obligations in the proportions
and order specified under
"Application of Prepayments"
below.

The Subject Obligations
tendered by any Lender for
prepayment in the Offer shall
be tendered and prepaid at a
single price expressed as a
percentage of the aggregate
amount tendered. Tenders
shall be priced in increments
of whole percentage points.
Multiple tenders at differing
prices shall not be permitted.
The Borrower will not disclose
the identity of any tendering
institution or the price or
amount of any tender to any
other tendering institution.

The price at which amounts
tendered for prepayment are
prepaid shall not exceed 30%
of the amount prepaid. The
aggregate amount of cash
applied by the Borrower to
prepayments_in the Offer hail
not exceed

Lowest priced tenders shall be
accepted first. If necessary,
tenders made at the same price
shall be accepted pro rata to
the aggregate amounts tendered
at that price. Tenders by the
Lenders shall be irrevocable
once made.

The aggregate amount tendered
for prepayment by any Lender
and accepted by the Borrower
shall be applied:

first, in the case of any
amount accepted from any
Guaranteed Bank, to prepay, at
the discount bid by such
Guaranteed Bank, in forward
order of maturity (i) the
principal and Deferred

(b)(4)


TERMINATION BY
BORROWER:

Page 53

The Borrower may, at its
option, terminate the Offer
and reject all tenders;
provided that the Borrower may
not so terminate the Offer if
qualifying tenders are made at
prices and in aggregate
amounts sufficient to fully
utilize the

maximum consideration to be
paid by the Borrower.

Payment of the price for
amounts accepted for
prepayment pursuant to the
Offer shall be made in
immediately available funds;
within two business days after
the later of (i) the date on
which the Offer terminates or
{ii) the date on which the
Agent shall have received
amendments of the Original
Director Guarantees and
Guarantor's Security
Agreements, signed by each of
the Original Directors,
substantially in the form
attached as Exhibit B to
Amendment No. 6 to the Loan
Agreement or any other form
approved by all the Guaranteed
Banks (excluding any
Guaranteed Bank if the entire
guaranteed portion of such
Guaranteed Bank's Loans would
be prepaid upon closing of the
Offer); provided that, if the
condition specified in clause
(ii) is not satisfied within
30 days after the Offer
terminates, the obligations of
the parties under the Offer
shall expire and the Offer
shall not be consummated. The
foregoing 30 day period may be
extended for no more than an
additional 30 days if the
Borrower and each Lender whose
tender for prepayment has been
accepted by the Borrower

(b)(4)


(b

Page 16

N174994

©

not exceed $65,000 and that the aggregate annual rent obliga-
tions of Bain & Company Switzerland, Inc. upon execution of
any renewal or replacement lease of office space shall not
exceed $65,000 by a percentage greater than that described in
clause (y) of Section 5.09 of the Loan Agreenent,

SECTION 2. Rights Otherwise Unaffected. This

Waiver is limited to the matters expressly set forth herein,
and shall not affect any other rights or remedies of the
Lenders under the Loan Agreement, and all terms of the Loan
Agreement shall remain in full force and effect.

SECTION 3. Governing Law. This waiver shall be
governed by and construed in accordance with the laws of the
State of New York.

SECTION 4. Counterparts. This waiver may be
signed in’any number of counterparts, each of which shall be
an original, with the same effect as if the Signatures hereto

and thereto were on the same instrument.

IN WITNESS WHEREOF, the undersigned have executed

this waiver as of the date first above written.

By
Title:

-2-

aaso5et34