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...Mezzanine Credit Agreement • June 21st, 2010 • Booz Allen Hamilton Holding Corp • New York
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.
AMENDMENT NO. 1, dated as of December 8, 2009 (this “Amendment”), to the Credit Agreement, dated as of July 31, 2008 (as heretofore amended, the “Existing Credit Agreement”), among BOOZ ALLEN HAMILTON INVESTOR CORPORATION (formerly known as Explorer...Credit Agreement • June 21st, 2010 • Booz Allen Hamilton Holding Corp • New York
CREDIT AGREEMENT, dated as of July 31, 2008 and amended and restated as of December 11, 2009, among BOOZ ALLEN HAMILTON INVESTOR CORPORATION (f/k/a EXPLORER INVESTOR CORPORATION), a Delaware corporation (“Holdings”), BOOZ ALLEN HAMILTON INC., a Delaware corporation (the “Company” or the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (f/k/a CREDIT SUISSE), as Administrative Agent and Collateral Agent, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (f/k/a CREDIT SUISSE), as Issuing Lender, BANC OF AMERICA SECURITIES LLC and CREDIT SUISSE SECURITIES (USA) LLC, as joint lead arrangers, BANC OF AMERICA SECURITIES LLC, CREDIT SUISSE SECURITIES (USA) LLC, BARCLAYS CAPITAL, the investment banking division of Barclays Bank PLC, GOLDMAN SACHS CREDIT PARTNERS L.P., and MORGAN STANLEY SENIOR FUNDING, INC., as joint bookrunners and SUMITOMO MITSUI BANKING CORPORATION, as co-man
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...Credit Agreement • June 21st, 2010 • Booz Allen Hamilton Holding Corp • New York
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 Collateral Agent, BANK OF AMERICA, N.A., as syndication agent (in such capacity, the “Syndication Agent”), LEHMAN BROTHERS COMMERCIAL BANK, C.I.T. LEASING CORPORATION and SUMITOMO MITSUI BANKING CORPORATION, as documentation agents (in such capacity, collectively, the “Documentation Agents”), CREDIT SUISSE, as Issuing Lender and BANC OF AMERICA SECURITIES LLC, CREDIT SUISSE SECURITIES (USA) LLC, LEHMAN BROTHERS INC. and SUMITOMO MITSUI BANKING CORPORATION, as joint lead arrangers and j
SPIN OFF AGREEMENT BY AND AMONG BOOZ ALLEN HAMILTON INC., BOOZ & COMPANY HOLDINGS, LLC, BOOZ & COMPANY INC., BOOZ & COMPANY INTERMEDIATE I INC. AND BOOZ & COMPANY INTERMEDIATE II INC. DATED AS OF MAY 15, 2008Spin Off Agreement • June 21st, 2010 • Booz Allen Hamilton Holding Corp • Delaware
SPIN OFF AGREEMENT (this “Agreement”), dated as of May 15, 2008, by and among Booz Allen Hamilton Inc., a Delaware corporation (the “Company”), Booz & Company Holdings, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (“Newco LLC”), Booz & Company Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Newco”), Booz & Company Intermediate I Inc., a Delaware corporation and a wholly owned subsidiary of Newco (“Newco 2”), and Booz & Company Intermediate II Inc., a Delaware corporation and a wholly owned subsidiary of Newco 2 (“Newco 3” and together with the Company, Newco LLC, Newco and Newco 2, each, a “Party” and together, the “Parties”). All capitalized terms used herein shall have the meanings set forth in Article I.
ContractMezzanine Credit Agreement • June 21st, 2010 • Booz Allen Hamilton Holding Corp • New York
AMENDMENT NO. 1 dated as of July 23, 2009 (this “Amendment”), to the Mezzanine Credit Agreement, dated as of July 31, 2008 (the “Mezzanine Credit Agreement”), 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 was merged (the “Company” or the “Borrower”), the several banks and other financial institutions or entities from time to time parties to the Mezzanine Credit 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.
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...Guarantee Agreement • June 21st, 2010 • Booz Allen Hamilton Holding Corp • New York
GUARANTEE 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 (“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 Join
MANAGEMENT AGREEMENTManagement Agreement • June 21st, 2010 • Booz Allen Hamilton Holding Corp • Delaware
This Management Agreement (this “Agreement”), dated as of July 31, 2008, by and between Explorer Holding Corporation, a Delaware corporation, (“Buyer Parent”), Booz Allen Hamilton Inc., a Delaware corporation (the “Company”), and TC Group V US, L.L.C., a Delaware limited liability company (“Carlyle”).
ContractMezzanine Credit Agreement • June 21st, 2010 • Booz Allen Hamilton Holding Corp • New York
AMENDMENT NO. 2, dated as of December 7, 2009 (this “Second Amendment”), to the Mezzanine Credit Agreement, dated as of July 31, 2008 (as heretofore amended, the “Mezzanine Credit Agreement”), among BOOZ ALLEN HAMILTON INVESTOR CORPORATION (formerly known as 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 was merged (the “Company” or the “Borrower”), the several banks and other financial institutions or entities from time to time parties to the Mezzanine Credit Agreement (the “Lenders”), CREDIT SUISSE AG (formerly known as 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.
AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER AND THE SPIN OFF AGREEMENTAmendment to the Agreement and Plan of Merger and the Spin Off Agreement • June 21st, 2010 • Booz Allen Hamilton Holding Corp • Delaware
THIS AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER AND THE SPIN OFF AGREEMENT, dated as of July 30, 2008 (this “Amendment”), is made by and among Booz Allen Hamilton Inc., a Delaware corporation (the “Company”), Explorer Holding Corporation, a Delaware corporation (“Buyer Parent”), Explorer Investor Corporation, a Delaware corporation wholly owned by Buyer Parent (“Buyer”), Explorer Merger Sub Corporation, a Delaware corporation wholly owned by Buyer (“Merger Sub”), Booz & Company Holdings, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (“Newco LLC”), Booz & Company Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Newco”), Booz & Company Intermediate I Inc., a Delaware corporation and a wholly owned subsidiary of Newco (“Newco 2”), and Booz & Company Intermediate II Inc., a Delaware corporation and a wholly owned subsidiary of Newco 2 (“Newco 3” and together with the Company, Buyer Parent, Buyer, Merger Sub, Newco LLC,
AGREEMENT AND PLAN OF MERGER by and among BOOZ ALLEN HAMILTON INC., EXPLORER HOLDING CORPORATION, EXPLORER INVESTOR CORPORATION, EXPLORER MERGER SUB CORPORATION and BOOZ & COMPANY INC. As Seller Representative May 15, 2008Agreement and Plan of Merger • June 21st, 2010 • Booz Allen Hamilton Holding Corp • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into this 15th day of May, 2008, by and among Booz Allen Hamilton Inc., a Delaware corporation (the “Company”), Explorer Holding Corporation, a Delaware corporation (“Buyer Parent”), Explorer Investor Corporation, a Delaware corporation wholly owned by Buyer Parent (“Buyer”), Explorer Merger Sub Corporation, a Delaware corporation wholly owned by Buyer (“Merger Sub”), and Newco (defined below), in its capacity as Seller Representative (defined below).
