J.P. Morgan CREDIT AGREEMENT dated as of January 9, 2015 among THE ADVISORY BOARD COMPANY The Lenders Party Hereto JPMORGAN CHASE BANK, N.A. as Administrative Agent MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, MORGAN STANLEY SENIOR FUNDING and...Credit Agreement • January 12th, 2015 • Advisory Board Co • Services-management services • New York
CREDIT AGREEMENT (this “Agreement”) dated as of January 9, 2015 among THE ADVISORY BOARD COMPANY, the LENDERS from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley Senior Funding, Inc. and Barclays Bank PLC, as Co-Syndication Agents.
GUARANTYGuaranty • January 12th, 2015 • 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 January 9, 2015 by and among each of the Domestic 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.
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • January 12th, 2015 • 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 January 9, 2015 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).
REGISTRATION RIGHTS AND GOVERNANCE AGREEMENT Between THE ADVISORY BOARD COMPANY And ROYALL HOLDINGS, LLC Dated as of January 9, 2015Registration Rights and Governance Agreement • January 12th, 2015 • Advisory Board Co • Services-management services • New York
REGISTRATION RIGHTS AND GOVERNANCE AGREEMENT (this “Agreement”), dated as of January 9, 2015, is made among The Advisory Board Company, a Delaware corporation (the “Company”), and Royall Holdings, LLC, a Delaware limited liability company (the “Seller”).
