Current Report Filing (8-k)

The Advisory Board Company

Date: November 5, 2015

/s/ Michael T. Kirshbaum

Michael T. Kirshbaum

Chief Financial Officer

(Duly Authorized Officer)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 30, 2015

The Advisory Board Company

(Exact name of registrant as specified in its charter)

Delaware

000-33283

52-1468699

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

2445 M Street, NW

Washington, District of Columbia

20037

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (202) 266-5600

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

Amendment to Credit Agreement

On October 30, 2015, The Advisory Board Company (the “Company”) entered into Amendment No. 2 (the “Amendment”) to its Credit Agreement, dated as of February 6, 2015 (as amended, the “Credit Agreement”), with the lenders party thereto, including JPMorgan Chase Bank, N.A., the Administrative Agent, in order to reduce the borrowing rates on the existing term loan and revolving credit facility and to increase the amount available for borrowing under the revolving credit facility, among other matters.

As reported in Item 1.01 of the Company’s current report on Form 8-K filed with the Securities and Exchange Commission on February 10, 2015, the lenders under the Credit Agreement on February 6, 2015 provided the Company with $675 million of senior secured credit facilities (the “Credit Facilities”). On that date, the Credit Facilities consisted of (a) a five-year senior secured term loan facility in the principal amount of $575 million (as amended from time to time, the “Term Facility”) and (b) a five-year senior secured revolving credit facility (as amended from time to time, the “Revolving Facility”) under which up to $100 million in principal amount of borrowings and other credit extensions may be outstanding at any time. Prior to the Amendment, the outstanding principal amount of the Term Facility was approximately $560.6 million, and no amounts were outstanding under the Revolving Facility. Pursuant to the Amendment, on October 30, 2015, the amount available for borrowing under the Revolving Facility was increased from $100 million to $200 million. On that date, the Company also borrowed $100 million under the Revolving Facility and used all of the proceeds from such borrowing to repay a portion of the outstanding principal amount of the Term Facility. Upon consummation of this prepayment transaction, $460.6 million in aggregate principal amount remained outstanding under the Term Facility.

The Company is the borrower under the Credit Facilities. The Company’s obligations under the Credit Facilities are guaranteed by the Company’s domestic subsidiaries, subject to certain exceptions, and the obligations of the Company and the subsidiary guarantors under the Credit Facilities are secured by a first-priority security interest in substantially all of the assets of the Company and such domestic subsidiaries.

Pursuant to the Amendment, commencing on October 30, 2015, amounts drawn under the Term Facility generally bear interest at an annual rate calculated, at the Company’s option, on the basis of either (a) an alternate base rate plus an initial margin of 1.25% or (b) the applicable London interbank offered rate (“LIBOR”) plus an initial margin of 2.25%, subject in each case to margin reductions based on the Company’s total leverage ratio. The interest rate on the alternate base rate loans will fluctuate as the base rate fluctuates, while the interest rate on the LIBOR loans will be adjusted at the end of each applicable interest period. Interest on alternate base rate loans will be payable quarterly in arrears, while interest on LIBOR loans will be payable at the end of each applicable interest period, except that, in the case of any interest period longer than three months, interest will be payable at the end of each three-month period.

Pursuant to the Amendment, commencing on October 30, 2015, amounts drawn under the Revolving Facility also generally bear interest at an annual rate calculated, at the Company’s option, on the basis of either (a) an alternate base rate plus an initial margin of 1.25% or (b) the applicable London interbank offered rate plus an initial margin of 2.25%, subject in each case to margin reductions based on the Company’s total leverage ratio.

The borrowing rates provided for in the Amendment as set forth above in each case represent a decrease of 50 basis points in the specified interest rate margins as compared to the previously applicable interest rate margins.

In connection with the Amendment, the Company paid each lender party to the Credit Agreement a consent fee equal to 0.02% of the amount loaned or committed for loan by such lender upon consummation of the transactions described above. The Company also paid an upfront fee equal to 0.30% of any increase in the amount loaned or committed for loan to any lender whose amount loaned or committed for loan increased as a result of the Amendment.

Certain of the lenders under the Credit Facilities and their affiliates previously have performed and in the future may perform financial advisory, commercial banking and investment banking services for the Company, for which they have received for past services, and are expected to receive for future services, customary fees and expense reimbursements.

A copy of the Amendment is filed as Exhibit 10.1 to this report. The foregoing description is not complete and is subject to and qualified in its entirety by reference to the text of the Amendment.

The information set forth under Item 2.03 of this report is incorporated by reference in this Item 1.01.

Item 2.02 Results of Operations and Financial Condition

On November 5, 2015, the Company issued a news release announcing its financial results for the fiscal quarter ended September 30, 2015. A copy of the Company’s news release is furnished as Exhibit 99.1 to this report.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth under Item 1.01 of this report is incorporated by reference in this Item 2.03.

On October 30, 2015, upon execution of the Amendment and consummation of the borrowing and prepayment transactions described in Item 1.01 of this report, the Company became obligated as the borrower, and certain of the Company’s domestic subsidiaries became obligated as guarantors, under $100 million in principal amount of senior secured indebtedness outstanding under the Revolving Facility. Subject to conditions of availability established under the Credit Agreement, the Company may become obligated as the borrower, and certain of the Company’s domestic subsidiaries may become obligated as guarantors, under up to an additional $100 million in principal amount of senior secured indebtedness outstanding under the Revolving Facility at any time.

On October 30, 2015, upon execution of the Amendment and consummation of the borrowing and prepayment transactions described in Item 1.01 of this report, the Company remained obligated as the borrower, and certain of the Company’s domestic subsidiaries remained obligated as guarantors, under $460.6 million in principal amount of senior secured indebtedness outstanding under the Term Facility.

The payment of all outstanding principal, interest and other amounts outstanding from time to time under the Credit Facilities may be declared immediately due and payable upon the occurrence of an event of default under the Credit Agreement. The Credit Facilities contain customary events of default, including an event of default upon a change of control of the Company. An event of default also will occur under the Credit Facilities, subject to customary grace periods for some covenants, if the Company or, in some cases, a subsidiary guarantor or other subsidiary fails to make payments when due, makes a material misrepresentation, fails to comply with affirmative or negative covenants, defaults on other material indebtedness, fails to discharge material judgments, becomes subject to certain claims under ERISA, fails to comply with certain material agreements, or, in the case of the Company or a material subsidiary,

becomes subject to specified events of bankruptcy, insolvency or reorganization or similar events. If an event of default occurs and is not cured within any applicable grace period or is not waived, the lenders under the Credit Facilities would have the right to accelerate repayment of the indebtedness and other obligations owing under the Credit Agreement and the guaranty executed by the subsidiary guarantors in favor of the lenders, and foreclose on certain pledged collateral, to the extent permitted under the loan documents and applicable law.

Item 8.01 Other Events

On November 5, 2015, the Company also announced that its Board of Directors has authorized an increase in its share repurchase program of up to an additional $100 million of the Company’s outstanding common stock, bringing the total amount authorized to be spent under the program to $550 million since its inception. Through September 30, 2015, the Company had repurchased approximately 17,435,688 shares of its common stock at a total cost of approximately $432 million. Repurchases will continue to be made from time to time in the open market or in private transactions. The repurchase program does not obligate the Company to repurchase any specific number of shares and may be modified or discontinued at any time.

Item 9.01 Financial Statements and Exhibits

(d)	Exhibits


Exhibit No.		Exhibit

10.1		Amendment No. 2, dated as of October 30, 2015, to that certain Credit Agreement, dated as of February 6, 2015, among The Advisory Board Company, the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other parties thereto.

99.1		News release of The Advisory Board Company dated November 5, 2015.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX


Exhibit No.		Description of Exhibit

10.1		Amendment No. 2, dated as of October 30, 2015, to that certain Credit Agreement, dated as of February 6, 2015, among The Advisory Board Company, the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other parties thereto.

99.1		News release of The Advisory Board Company dated November 5, 2015.

Exhibit 10.1

EXECUTION VERSION

AMENDMENT NO. 2, dated as of October 30, 2015 (this “Amendment No. 2”), to the Credit Agreement, dated as of February 6, 2015 and as amended by Amendment No. 1 thereto dated as of March 31, 2015 (the “Credit Agreement”), among THE ADVISORY BOARD COMPANY, a Delaware corporation (the “Borrower”), JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative Agent”), each Lender from time to time party thereto and the other agents and arrangers party thereto. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement.

WHEREAS, Section 9.02(b) of the Credit Agreement provides that the Credit Agreement may be amended or waived to effect certain changes thereto with the written consent of the Administrative Agent and the Required Lenders and, with respect to certain changes, all Lenders or all Issuing Banks;

WHEREAS, the Borrower desires to amend, and the Borrower has requested that the Lenders, the Issuing Banks and the Administrative Agent agree to amend, the Credit Agreement on the terms set forth herein (collectively, the “Amendments”);

WHEREAS, in connection with the Amendments, the Borrower desires to increase the Aggregate Revolving Commitment to $200,000,000 and increase the aggregate amount of the Letter of Credit Sublimits to $25,000,000;

WHEREAS, substantially concurrently with the Amendments on the Amendment No. 2 Effective Date, the Borrower desires to (i) voluntarily prepay a portion of the Term Loans of certain Lenders in an aggregate amount equal to $100,000,000 and effect assignments of a portion of the Term Loans of certain of the Lenders to certain other Lenders such that on the Amendment No. 2 Effective Date after giving effect to such prepayments and assignments each Lender’s Term Loans shall be as set forth beside such Lender’s name on Annex A hereto and (ii) effect assignments of a portion of the new Revolving Commitments of certain of the Lenders to certain other Lenders such that on the Amendment No. 2 Effective Date after giving effect to such assignments each Lender’s Revolving Commitments shall be as set forth beside such Lender’s name on Annex B hereto, and the Borrower has requested that the Lenders consent to the voluntary prepayment of Term Loans set forth in clause (i) above and to the assignments of their Term Loans and Revolving Commitments, to the extent applicable, set forth in clauses (i) and (ii) (collectively, the “Prepayments Consent”);

WHEREAS, the Lenders signatory hereto, constituting all of the Lenders, each Issuing Bank and the Administrative Agent are willing to agree to the Amendments and the Prepayments Consent described herein, subject to the terms and conditions contained herein;

WHEREAS, the Lenders have agreed that, upon the Amendment No. 2 Effective Date, after giving effect to the prepayment and assignments of Term Loans described above, the Term Loans shall be as set forth on Annex A hereto and each Lender’s Term Loans, if any, shall be as set forth opposite such Lender’s name on Annex A hereto and after giving effect to the increase in the Aggregate Revolving Commitments and the assignments of new Revolving Commitments described above, the Revolving Commitments shall be as set forth on Annex B hereto and each Lender’s Revolving Commitment, if any, shall be as set forth opposite such Lender’s name on Annex B hereto;

WHEREAS, the Issuing Banks signatory hereto have agreed that, upon the Amendment No. 2 Effective Date, the Letter of Credit Sublimits shall be as set forth on Annex C hereto and each such Issuing Bank’s Letter of Credit Sublimit shall be as set forth opposite such Issuing Bank’s name on Annex C hereto; and

WHEREAS, J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated are acting as joint lead arrangers in connection with this Amendment No. 2 (collectively, the “Amendment No. 2 Joint Lead Arrangers”);

NOW, THEREFORE, in consideration of the premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

Section 1. Amendments. Subject to the satisfaction of the conditions set forth in Section 4 hereof, upon the Amendment No. 2 Effective Date, the Lenders party hereto consent to the following amendments to the Credit Agreement:

(a) The definition of “Aggregate Revolving Commitment” in Section 1.01 of the Credit Agreement is hereby amended by restating the second sentence thereof in its entirety as follows:

“As of the Amendment No. 2 Effective Date, the Aggregate Revolving Commitment is $200,000,000.”

(b) The definition of “Applicable Rate” in Section 1.01 of the Credit Agreement is hereby amended by restating the table contained therein in its entirety as follows:


	Total Leverage Ratio	Eurocurrency Spread			ABR Spread			Commitment Fee Rate
Category 1:	£ 1.25 to 1.00		1.50	%		0.50	%		0.20	%
Category 2:	> 1.25 to 1.00 but £ 2.25 to 1.00		1.75	%		0.75	%		0.225	%
Category 3:	> 2.25 to 1.00 but £ 3.25 to 1.00		2.00	%		1.00	%		0.25	%
Category 4:	> 3.25 to 1.00		2.25	%		1.25	%		0.30	%

(c) The definition of “Joint Lead Arranger” in Section 1.01 of the Credit Agreement is hereby amended by inserting the following phrase at the end thereof: “and the Amendment No. 2 Joint Lead Arrangers.”

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(d) Section 1.01 of the Credit Agreement is hereby amended by inserting the following defined terms in appropriate alphabetical order therein:

“Amendment No. 2 Effective Date” means October 30, 2015, the date on which Amendment No. 2 to this Agreement became effective.

“Amendment No. 2 Joint Lead Arrangers” means J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Joint Lead Arrangers with respect to Amendment No. 2 to this Agreement.

(e) Section 2.05(a) of the Credit Agreement is hereby amended by deleting the phrase “Subject to adjustment pursuant to paragraph (c) of this Section 2.05,” contained therein.

(f) Section 2.06(b) of the Credit Agreement is hereby amended by replacing the phrase “$10,000,000” contained therein with the phrase “$25,000,000”.

(g) Section 6.04(r) of the Credit Agreement is hereby amended by replacing the phrase “$75,000,000” contained therein with the phrase “$125,000,000”.

(h) Section 6.07(i) of the Credit Agreement is hereby amended by replacing the phrase “$75,000,000” contained therein with the phrase “$125,000,000”.

(i) Section 6.09(a)(v) of the Credit Agreement is hereby amended by replacing the phrase “$75,000,000” contained therein with the phrase “$125,000,000”.

(j) Schedule 2.01(a) of the Credit Agreement is hereby amended by amending and restating the table contained therein under the heading “Revolving Commitment” in its entirety as set forth on Annex B hereto. Each Lender party hereto agrees that, upon the Amendment No. 2 Effective Date, the Revolving Commitments shall be as set forth on Annex B hereto and each such Lender’s Revolving Commitment, if any, shall be as set forth opposite such Lender’s name on Annex B hereto. Any Revolving Loans outstanding under the Credit Agreement immediately prior to the Amendment No. 2 Effective Date shall be repaid with a substantially concurrent Borrowing of Revolving Loans immediately following the Amendment No. 2 Effective Date.

(k) Schedule 2.01(b) of the Credit Agreement is hereby amended and restated in its entirety as set forth on Annex C hereto. Each Issuing Bank agrees that, upon the Amendment No. 2 Effective Date, the Letter of Credit Sublimits shall be as set forth on Annex C hereto and each such Issuing Bank’s Letter of Credit Sublimit shall be as set forth opposite such Issuing Bank’s name on Annex C hereto.

Section 2. Prepayments Consent. Subject to the satisfaction of the conditions set forth in Section 4 hereof, upon the Amendment No. 2 Effective Date, the Lenders party hereto consent, without the delivery of any other prepayment notice, to the voluntary prepayment by the Borrower of the Term Loans of each applicable Lender in an aggregate amount equal to

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$100,000,000, such that, after giving effect to such prepayments and the assignments referred to in the next succeeding sentence, the Term Loans of each Lender shall be as is set forth beside such Lender’s name on Annex A hereto, all on a non-pro rata basis. Subject to the satisfaction of the conditions set forth in Section 4 hereof, upon the Amendment No. 2 Effective Date, each Lender agrees that, without the delivery of any other assignment documentation, (i) each Lender with a greater amount of Term Loans set forth beside its name on Annex A hereto than it has outstanding immediately prior to the Amendment No. 2 Effective Date shall purchase by assignment an amount of Term Loans as directed by the Administrative Agent and (ii) each Lender with a lesser amount of Term Loans set forth beside its name on Annex A hereto than it has outstanding immediately prior to the Amendment No. 2 Effective Date shall sell by assignment an amount of Term Loans as directed by the Administrative Agent, in the case of each of clauses (i) and (ii) such that each Lender’s Term Loans on the Amendment No. 2 Effective Date shall be as set forth beside such Lender’s name on Annex A hereto. Upon the Amendment No. 2 Effective Date, each Lender agrees that, without the delivery of any other assignment documentation, each Lender with a lesser amount of Revolving Commitments set forth beside its name on Annex B hereto than it has outstanding immediately prior to the Amendment No. 2 Effective Date shall be deemed to have sold by assignment an amount of Revolving Commitments as directed by the Administrative Agent to one or more of the Lenders with a greater amount of Revolving Commitments set forth beside its name on Annex B hereto than it has outstanding immediately prior to the Amendment No. 2 Effective Date, such that after giving effect to the increase in the Aggregate Revolving Commitments and any deemed assignments, each Lender’s Revolving Commitments on the Amendment No. 2 Effective Date shall be as set forth beside such Lender’s name on Annex B hereto. Each Lender party hereto understands and agrees that such voluntary prepayments of Term Loans to occur on the Amendment No. 2 Effective Date shall not increase the Incremental Cap. Each of the Lenders party hereto hereby waives (x) any compensation pursuant to Section 2.16 of the Credit Agreement with respect to breakage costs or any other similar loss, cost or expense in connection with the prepayments of Eurocurrency Loans to occur on the Amendment No. 2 Effective Date, and (y) any right pursuant to Section 2.18(d) of the Credit Agreement to share ratably in the prepayments contemplated by this Section 2.

Section 3. Representations and Warranties. The Borrower represents and warrants to the Administrative Agent and each of the Lenders that:

(a) The execution and delivery of this Amendment No. 2 is within the Borrower’s organizational powers and has been duly authorized by all necessary organizational action on the part of the Borrower. This Amendment No. 2 has been duly executed and delivered by the Borrower and constitutes, a legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally, subject to general principles of equity and subject to implied covenants of good faith and fair dealing. This Amendment No. 2 will not (i) violate any Requirement of Law in any material respect, (ii) violate the articles of incorporation, bylaws or similar organizational documents of any Loan Party or (iii) violate or result in a default or require any consent or approval under any indenture, agreement or other instrument binding upon any Loan Party or its property, or give rise to a right thereunder to require any payment to be made by any Loan Party, except, in the case of this clause (iii), for violations, defaults or the creation of such rights that would not reasonably be expected to result in a Material Adverse Effect.

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(b) Immediately prior to and immediately after giving effect to this Amendment No. 2, the representations and warranties set forth in Article III of the Credit Agreement and in any other Loan Document are true and correct in all material respects (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date); provided that any representation and warranty that is qualified as to “materiality,” “material adverse effect” or similar language shall be true and correct in all respects (after giving effect to any such qualification therein).

(c) Immediately prior to and immediately after giving effect to this Amendment No. 2, no Default or Event of Default has occurred and is continuing.

Section 4. Conditions to Effectiveness. This Amendment No. 2 shall become effective as of the first date (the “Amendment No. 2 Effective Date”) on which the following conditions have been satisfied:

(a) the Administrative Agent (or its counsel) shall have received from all of the Lenders, all of the Issuing Banks and the Borrower either (i) a counterpart of this Amendment No. 2 signed on behalf of such Person or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or .pdf transmission of a signed signature page of this Amendment No. 2) that such Person has signed a counterpart of this Amendment No. 2;

(b) the representations and warranties set forth in Section 3 hereof shall be true and correct as of the Amendment No. 2 Effective Date;

(c) the Borrower shall deliver or cause to be delivered a legal opinion with respect to this Amendment No. 2 of Hogan Lovells US LLP, as counsel to the Borrower, dated the Amendment No. 2 Effective Date;

(d) the Administrative Agent shall have received a certificate, dated the Amendment No. 2 Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming compliance with the condition precedent set forth in clause (b) of this Section 4;

(e) the Company shall have paid (i) for the account of each Lender party hereto, a consent fee equal to 0.02% of the aggregate principal amount of such Lender’s Term Loans and Revolving Commitments immediately prior to the Amendment No. 2 Effective Date and (ii) for the account of each Revolving Lender that has a greater amount of Revolving Commitments upon the Amendment No. 2 Effective Date than it did immediately prior to the Amendment No. 2 Effective Date, an upfront fee equal to the product of (a) 0.30% and (b) the Revolving Commitments of such Lender as of the Amendment No. 2 Effective Date, less (x) the Revolving Commitments of such Lender outstanding immediately prior to the Amendment No. 2 Effective Date, less (y) an amount (which shall not be less than zero) equal to (i) the aggregate

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principal amount of Term Loans of such Lender outstanding immediately prior to the Amendment No. 2 Effective Date less (ii) the aggregate principal amount of Term Loans of such Lender outstanding on the Amendment No. 2 Effective Date;

(f) the Company shall have paid all reasonable out of pocket costs and expenses of the Administrative Agent and the Amendment No. 2 Joint Lead Arrangers in connection with the preparation, negotiation and execution of this Amendment No. 2 (including the reasonable fees and expenses of Cahill Gordon & Reindel LLP as counsel to the Administrative Agent and the Amendment No. 2 Joint Lead Arrangers); and

(g) substantially concurrently with the Amendment No. 2 Effective Date, the Borrower shall have prepaid such portion of the Term Loans of each Lender in an aggregate principal amount of $100,000,000, such that after giving effect to such prepayment and the assignments to occur on the Amendment No. 2 Effective Date, each Lender’s Term Loans shall be as set forth beside such Lender’s name on Annex A hereto, together with any accrued and unpaid interest and fees with respect thereto.

Section 5. Counterparts. This Amendment No. 2 may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which when taken together shall constitute a single instrument. Delivery of an executed counterpart of a signature page of this Amendment No. 2 by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart hereof.

Section 6. Loan Document. This Amendment No. 2 shall constitute a Loan Document for all purposes under the Credit Agreement.

Section 7. Applicable Law. THIS AMENDMENT NO. 2 SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Section 8. Headings. The headings of this Amendment No. 2 are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

Section 9. Effect of Amendment. Except as expressly set forth herein, this Amendment No. 2 (i) shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders, the Administrative Agent or the Issuing Banks, in each case under the Credit Agreement or any other Loan Document, and (ii) shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of either such agreement or any other Loan Document. Each and every term, condition, obligation, covenant and agreement contained in the Credit Agreement or any other Loan Document (for avoidance of doubt, in each case, as altered, modified or amended as expressly set forth herein) is hereby ratified and reaffirmed in all respects and shall continue in full force and effect.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to be duly executed by their respective authorized officers as of the day and year first above written.


THE ADVISORY BOARD COMPANY, as Borrower

By:	/s/ Michael Kirshbaum

	Name:	Michael Kirshbaum
	Title:	Chief Financial Officer and Treasurer