CREDIT AGREEMENT dated as of July 30, 2012 among THE ADVISORY BOARD COMPANY The Lenders Party Hereto JPMORGAN CHASE BANK, N.A. as Administrative Agent SUNTRUST BANK as Syndication Agent and BANK OF AMERICA, N.A., CITIBANK, N.A. and WELLS FARGO BANK,...Credit Agreement • August 3rd, 2012 • Advisory Board Co • Services-management services • New York
CREDIT AGREEMENT (this “Agreement”) dated as of July 30, 2012 among THE ADVISORY BOARD COMPANY, the LENDERS from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, SUNTRUST BANK, as Syndication Agent and BANK OF AMERICA, N.A., CITIBANK, N.A. and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co-Documentation Agents.
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • August 3rd, 2012 • Advisory Board Co • Services-management services • New York
THIS PLEDGE AND SECURITY AGREEMENT (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Security Agreement”) is entered into as of July 30, 2012 by and among THE ADVISORY BOARD COMPANY, a Delaware corporation (the “Borrower”), the Domestic Subsidiaries of the Borrower listed on the signature pages hereto (together with the Borrower, the “Initial Grantors,” and together with any additional Domestic Subsidiaries, whether now existing or hereafter formed or acquired which become parties to this Security Agreement from time to time, in accordance with the terms of the Credit Agreement (as defined below), by executing a Security Agreement Supplement hereto in substantially the form of Annex I, the “Grantors”), and JPMORGAN CHASE BANK, N.A., a national banking association, in its capacity as administrative agent (the “Administrative Agent”) for itself and for the Secured Parties (as defined in the Credit Agreement identified below).
GUARANTYGuaranty • August 3rd, 2012 • Advisory Board Co • Services-management services • New York
THIS GUARANTY (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Guaranty”) is made as of July 30, 2012 by and among each of the Subsidiaries of The Advisory Board Company (the “Borrower”) listed on the signature pages hereto (each an “Initial Guarantor”) and those additional Domestic Subsidiaries of the Borrower which become parties to this Guaranty by executing a supplement hereto (a “Guaranty Supplement”) in the form attached hereto as Annex I (such additional Subsidiaries, together with the Initial Guarantors, the “Guarantors”), in favor of JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”), for the benefit of the Secured Parties under the Credit Agreement described below. Unless otherwise defined herein, capitalized terms used herein and not defined herein shall have the meanings ascribed to such terms in the Credit Agreement.
