EX-2.1

This AMENDMENT NO. 5, dated as of April 29, 2016 (this “Amendment”), among CEB INC. (f/k/a The Corporate Executive Board Company), a Delaware corporation (the “Borrower”), BANK OF AMERICA, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer, each of the Lenders that is a signatory to the Consents (as defined below) hereto, the Additional Term A-3 Lenders (as defined in Exhibit A hereto) party hereto (if any), the Additional Revolving Lenders (as defined below) party hereto (if any), the Incremental Tranche A-2 Revolving Lenders (as defined below) party hereto, and the Incremental Term A-3 Lenders (as defined below) amends that certain Credit Agreement, dated as of July 2, 2012, as amended and restated on July 18, 2012, as further amended and restated on August 1, 2012, as further amended on August 2, 2013 and as further amended on June 9, 2015 (the “Credit Agreement”), among the Borrower, the Administrative Agent, the Swing Line Lender, the L/C Issuer, the lenders from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”) and the other parties thereto. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement.

WHEREAS, Section 2.14 of the Credit Agreement provides that the Borrower may from time to time obtain (x) Refinancing Term Loans and Refinancing Revolving Commitments, subject to the terms and conditions set forth in such Section 2.14, to permit the refinancing of all or any portion of any Class of Term Loans and Revolving Credit Loans (or unused Revolving Credit Commitments) outstanding under the Credit Agreement and (y) Incremental Revolving Commitments and Incremental Term Loans by, among other things, entering into one or more Incremental Facility Amendments;

WHEREAS, Section 10.01 of the Credit Agreement provides that the Loan Parties may amend the Credit Agreement or any other Loan Document with the consent of the Required Lenders or Lenders, as applicable;

WHEREAS, on the date hereof, the Borrower, the Guarantors, the Administrative Agent, Swing Line Lender, L/C Issuer, the Collateral Agent, the Lenders party hereto, the Additional Term A-3 Lenders (if any), the Lenders that deliver Consents hereto, the Incremental Tranche A-2 Revolving Lenders, the Incremental Term A-3 Lenders and the Additional Revolving Lenders desire to enter into this Amendment to amend the Credit Agreement referenced in the introductory paragraph hereto to, among other things, refinance (x) the Term A-2 Loans outstanding thereunder on the Amendment No. 5 Effective Date with Refinancing Term Loans having identical terms and the same rights and obligations under the Loan Documents as the Term A-2 Loans except as expressly set forth herein and in the Amended Credit Agreement (as defined below), in each case as set forth in the Amended Credit Agreement and the other Loan Documents and (y) the Revolving Credit Commitments outstanding thereunder on the Amendment No. 5 Effective Date with Refinancing Revolving Commitments having identical terms and the same rights and obligations under the Loan Documents as, and in the same aggregate principal amount as, the Revolving Credit Commitments except as expressly set forth herein and the Amended Credit Agreement, in each case as set forth in the Amended Credit Agreement and the other Loan Documents, in each case except as such terms are amended hereby;

WHEREAS, Merrill Lynch, Pierce, Fenner & Smith Incorporated, HSBC Securities (USA) Inc., JPMorgan Chase Bank, N.A. and SunTrust Robinson Humphrey, Inc. will act as joint lead arrangers and joint bookrunners under the Amended Credit Agreement and this Amendment (in such capacities, the “Amendment No. 5 Arrangers”);

WHEREAS, upon the Amendment No. 5 Effective Date (as defined below), each Term A-2 Lender that shall have executed and delivered a signature page to this Amendment (a “Consent”) under the “Cashless Settlement Option” (each, a “Cashless Option Term A-2 Lender”) shall be deemed to have exchanged all (or such lesser amount as the Amendment No. 5 Arrangers, together with the Administrative Agent, may allocate) of its Term A-2 Loans under the Credit Agreement (which existing Term A-2 Loans shall thereafter no longer be deemed to be outstanding) for Term A-3 Loans under the Credit Agreement, as amended by this Amendment (the “Amended Credit Agreement”), in the same aggregate principal amount as such Lender’s Term A-2 Loans under the Credit Agreement (or such lesser amount as the Amendment No. 5 Arrangers together with the Administrative Agent may allocate; any such principal amount of Term A-2 Loans not allocated for such exchange to Term A-3 Loans, the “Non-Allocated Term A-2 Loans”), and each such Cashless Option Term A-2 Lender shall thereafter be a Term A-3 Lender under the Amended Credit Agreement;

WHEREAS, upon the Amendment No. 5 Effective Date, (x) each Term A-2 Lender that shall not have executed a Consent hereto shall have its Term A-2 Loans outstanding immediately prior to the Amendment No. 5 Effective Date repaid in full, and the Borrower shall pay to each such Term A-2 Lender all accrued and unpaid interest on, and premiums and fees related to, such Term A-2 Lender’s Term A-2 Loans to, but not including, the Amendment No. 5 Effective Date and (y) each Cashless Option Term A-2 Lender with Non-Allocated Term A-2 Loans shall have its Non-Allocated Term A-2 Loans outstanding immediately prior to the Amendment No. 5 Effective Date repaid in full, and the Borrower shall pay to each such Term A-2 Lender all accrued and unpaid interest on, and premiums and fees related to, such Term A-2 Lender’s Non-Allocated Term A-2 Loans to, but not including, the Amendment No. 5 Effective Date;

WHEREAS, the Additional Term A-3 Lender (if any) has agreed to make Refinancing Term Loans to the Borrower on the Amendment No. 5 Effective Date in an amount equal to $246,250,000 minus the aggregate principal amount of Term A-2 Loans held by the Cashless Option Term A-2 Lenders that do not constitute Non-Allocated Term A-2 Loans (the “Rollover Refinancing Term A-3 Loans”), and for the avoidance of doubt, the Rollover Refinancing Term A-3 Loans of each Lender is set forth opposite such Lender’s name in Exhibit B hereto under the caption “Rollover Refinancing Term A-3 Loans”;

WHEREAS, each Revolving Credit Lender that executes and delivers a Consent (each, a “Consenting Revolving Lender”) agrees upon effectiveness of this Amendment to have its existing Revolving Credit Commitment rolled over into a like principal amount of a Tranche A-2 Revolving Commitment (the “Rollover Tranche A-2 Revolving Commitments”), effective as of the Amendment No. 5 Effective Date (and the Rollover Tranche A-2 Revolving Commitment of each Lender is set forth on Exhibit C hereto in the amount opposite such Lender’s name under the caption “Rollover Tranche A-2 Revolving Commitments”);

WHEREAS, upon the Amendment No. 5 Effective Date, at the Borrower’s option, the Borrower may (x) terminate the Revolving Credit Commitments outstanding immediately prior to the Amendment No. 5 Effective Date of each Revolving Credit Lender that shall not have executed a Consent hereto, in which case, the Borrower shall pay to each such Revolving Credit Lender all accrued fees related to such Revolving Credit Lender’s Revolving Credit Commitments to, but not including, the Amendment No. 5 Effective Date and (y) enter into new Tranche A-2 Revolving Commitments (“Additional Tranche A-2 Revolving Commitments”) as set forth on Schedule 2.01(c) to the Amended Credit Agreement to replace such terminated Revolving Credit Commitments (any Lender providing such Additional Tranche A-2 Revolving Commitments, an “Additional Revolving Lender”);

WHEREAS, the Borrower has requested Incremental Term Loans in an aggregate principal amount equal to $150,000,000 pursuant to Section 2.14(a)(z) of the Credit Agreement (such Incremental Term Loans made on the Amendment No. 5 Effective Date, the “Incremental Term A-3 Loans”), and it is understood and agreed that this Amendment shall constitute the notice required to be delivered to the Administrative Agent and Lender under Section 2.14 of the Credit Agreement for the Incremental Term A-3 Loans and the Incremental Tranche A-2 Revolving Commitments (as defined below);

WHEREAS, each Person identified on Exhibit B hereto under the caption “Lender” in the table on Exhibit B hereto (each, an “Incremental Term A-3 Lender”, and collectively, the “Incremental Term A-3 Lenders”) agrees by its signature to the Consent (on a several and not a joint basis), on the terms and subject to the conditions of this Amendment, to commit to provide Incremental Term A-3 Loans in the amount set forth opposite such Incremental Term A-3 Lender’s name under the caption “Incremental Term A-3 Commitments” in such table (as to such Incremental Term A-3 Lender, its “Incremental Term A-3 Commitment”);

WHEREAS, the Borrower has requested Incremental Revolving Commitments as set forth on Exhibit C hereto in an aggregate principal amount equal to $100,000,000 pursuant to Section 2.14(a)(z) of the Credit Agreement (such Incremental Revolving Commitments made on the Amendment No. 5 Effective Date, the “Incremental Tranche A-2 Revolving Commitments”);

WHEREAS, each Person identified on Exhibit C hereto under the caption “Lender” in the table on Exhibit C hereto (each, an “Incremental Tranche A-2 Revolving Lender”, and collectively, the “Incremental Tranche A-2 Revolving Lenders”) agrees by its signature to the Consent (on a several and not a joint basis), on the terms and subject to the conditions of this Amendment, to commit to provide Incremental Tranche A-2 Revolving Commitments in the amount set forth opposite such Incremental Tranche A-2 Revolving Lender’s name under the caption “Incremental Tranche A-2 Revolving Commitment” in such table; and

WHEREAS, the Borrower has agreed to acquire (the “Acquisition”) pursuant to the Stock Purchase Agreement dated as of April 4, 2016 by and among CEB Inc., as purchaser, CXO Acquisition Holdings, LLC, as seller and the other entities parties thereto (together with all schedules and exhibits thereto, the “Acquisition Agreement”) all of the equity interests of CXO Acquisition Co., a Delaware corporation (the “Target #1”) and Sports Leadership Acquisition Co., a Delaware corporation (“Target #2” and, together with Target #1, the “Targets”), from the existing shareholder of the Targets (the “Seller”) (the consummation of the Acquisition, the execution and delivery of this Amendment No. 5, the funding of the loans hereunder) and the payment of fees and expenses in connection therewith, the “Acquisition Transaction”);

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the sufficiency and receipt of all of which is hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1. Amendments. The Credit Agreement is, effective as of the Amendment No. 5 Effective Date, hereby amended to:

(a) delete the stricken text (indicated textually in the same manner as the following example: ~~stricken text~~) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the Amended Credit Agreement attached as Exhibit A hereto; and

(b) replace Schedule 2.01(a) thereto with Schedule 2.01(a) attached as Exhibit B hereto;

(a) On the Amendment No. 5 Effective Date and subject to the terms and conditions set forth herein and in the Amended Credit Agreement:

Such parties shall, effective on the Amendment No. 5 Effective Date, automatically become parties to the Amended Credit Agreement as a Lender. Each Lender under the Credit Agreement that executes and delivers a Consent agrees that to the extent its Term A-2 Loans or Revolving Credit Loans, as applicable, under the Credit Agreement are being repaid on the Amendment No. 5 Effective Date it waives any amounts it may be entitled to under Section 3.05 of the Credit Agreement in connection with such repayment. The Lenders hereby waive any notice requirement under Section 2.05(a) of the Credit Agreement in connection with the prepayment of the Term A-2 Loans on the Amendment No. 5 Effective Date.

(b) On the Amendment No. 5 Effective Date and subject to the terms and conditions set forth herein and in the Amended Credit Agreement, each Incremental Tranche A-2 Revolving Lender hereby agrees that, on the Amendment No. 5 Effective Date, the Incremental Tranche A-2 Revolving Commitments of such Incremental Tranche A-2 Revolving Lender shall become effective and the Revolving Credit Commitments shall be deemed increased by the amount of the Incremental Tranche A-2 Revolving Commitments of such Incremental Tranche A-2 Revolving Lenders in the amounts set forth under the caption “Incremental Tranche A-2 Revolving Credit Commitments” on Exhibit C hereto. Such parties shall, effective on the Amendment No. 5 Effective Date, automatically become parties to the Amended Credit Agreement as a Lender.

SECTION 3. Conditions to Effectiveness. The effectiveness of this Amendment and the obligation of each Lender hereunder to fund the Loans as contemplated herein as of the first date (such date being referred to as the “Amendment No. 5 Effective Date”, which date is April 29, 2016) shall be subject solely to satisfaction (or waiver) of the following conditions precedent:

(a) The Administrative Agent shall have received this Amendment, duly executed and delivered by (A) the Borrower, (B) the Guarantors, (C) the Cashless Option Term A-2 Lenders, (D) the Revolving Credit Lenders electing to roll over their Revolving Credit Commitments into Tranche A-2 Revolving Commitments, (E) the Additional Term A-3 Lender (if any), (F) the Additional Revolving Lender), (G) the Incremental Tranche A-2 Revolving Lenders, (H) the Incremental Term A-3 Lenders, (I) the Administrative Agent, (J) the L/C Issuer, (K) Swing Line Lender and (L) the Collateral Agent.

(b) The Administrative Agent shall have received a Committed Loan Notice prior to the requested date of the Amendment No. 5 Effective Date.

(c) The Administrative Agent shall have received, on behalf of itself, the Collateral Agent, the L/C Issuer and the Lenders, an opinion from Kirkland & Ellis LLP, special counsel to the Borrower, dated as of the Amendment No. 5 Effective Date and addressed to the Administrative Agent, the Collateral Agent, the L/C Issuer and the Lenders, in form and substance reasonably satisfactory to the Administrative Agent.

(d) The Administrative Agent shall have received (i) certificates of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party, each Target and any subsidiaries of a Target that would be required to become Guarantors pursuant to the terms of the Credit Agreement (such subsidiaries, together with the Targets, the “Target Guarantors”), certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party and each Target Guarantor as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and (ii) a certificate, dated as of the Amendment No. 5 Effective Date, signed by a Responsible Officer of the Borrower, (A) confirming satisfaction of the conditions set forth in Sections 3(k), (l) and (o), (B) certifying that the Borrower is in compliance with the requirements set forth in Section 2.14(a)(z) of the Credit Agreement after giving effect to the incurrence of the Incremental Term A-3 Loans and the Incremental Tranche A-2 Revolving Commitments and (C) certifying that the Borrower is Solvent after giving effect to the Acquisition Transaction and the financing thereof.

(e) Payment of all reasonable fees and expenses due to the Administrative Agent and the Amendment No. 5 Arrangers, in each case required to be paid on the Amendment No. 5 Effective Date, to the extent invoiced at least three business days prior to the Amendment No. 5 Effective Date (or such later date as Borrower shall reasonably agree). Substantially simultaneously with effectiveness, (i) the Term A-2 Lenders (including all Cashless Option Term A-2 Lenders but excluding the Additional Term A-3 Lender (if any) in its capacity as such) under the existing Credit Agreement shall have been paid (other than the principal amount of Rollover Refinancing Term A-3 Loans) all accrued principal and interest on their Term A-2 Loans to, but not including, the Amendment No. 5 Effective Date and (ii) the Revolving Credit Lenders under the existing Credit Agreement shall have been paid all accrued fees on their Revolving Credit Commitments to, but not including, the Amendment No. 5 Effective Date.

(f) The Administrative Agent shall have received a Note executed by the Borrower for each Lender that requests such a Note at least two Business Days prior to the Amendment No. 5 Effective Date.

(i) The Administrative Agent shall have received Uniform Commercial Code financing statements identifying the Target Guarantors as debtors.

(j) The Administrative Agent and the Amendment No. 5 Arrangers shall have received at least 3 business days prior to the Amendment No. 5 Effective Date all documentation and other information about the Borrower, each Target, the Guarantors and the subsidiaries of each Target that would be required to be Guarantors under the Credit Agreement as has been reasonably requested in writing at least 7 business days prior to the Amendment No. 5 Effective Date by the Administrative Agent or the Amendment No. 5 Arrangers that they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act.

(k) The Acquisition shall have been consummated, or substantially simultaneously with the borrowing hereunder, shall be consummated, in all material respects in accordance with the terms of the Acquisition Agreement, without giving effect to any amendments, consents or waivers by Borrower or any of its subsidiaries to the Acquisition Agreement following April 4, 2016 that are materially adverse to the Lenders or the Amendment No. 5 Arrangers without the prior consent of the Amendment No. 5 Arrangers (such consent not to be unreasonably withheld, delayed or conditioned) (it being understood that (a) any reduction in the purchase price of, or consideration for, the Acquisition is not materially adverse to the interests of the Lenders or the Amendment No. 5 Arrangers if (A) such reduction comprises less than 10% of such purchase price or consideration and (B) if immediately preceding clause (A) does not apply, the commitments for the Incremental Term A-3 Loans hereunder are reduced by the amount of such reduction above 10%, (b) any increase in the purchase price of, or consideration for, the Acquisition is not materially adverse to the interests of the Lenders or the Amendment

No. 5 Arrangers, so long as such increase is funded by the issuance by Borrower of its equity interests (other than Disqualified Equity Interests), cash on hand or a drawing under the Revolving Credit Commitments and (b) any amendment, waiver, consent or modification to the definition of Material Adverse Effect (as defined in the Acquisition Agreement as in effect on the date hereof) is materially adverse to the interests of the Lenders and the Amendment No. 5 Arrangers).

(l) The Specified Acquisition Agreement Representations and the Specified Representations shall be true and correct in all material respects.

“Specified Acquisition Agreement Representations” means such of the representations made by or with respect to a Target in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that the Borrower (or any of its affiliates) have the right to terminate the Borrower’s or its affiliate’s obligations under the Acquisition Agreement or decline to consummate the Acquisition as a result of a breach of such representations in the Acquisition Agreement.

“Specified Representations” means the representations and warranties set forth in the Credit Agreement in Sections 5.01(a), (b)(ii) and (c), 5.02(a) and (c), 5.04, 5.12, 5.15 (but in the case of such Section 5.15, references to the “Closing Date” shall be replaced with “Amendment No. 5 Effective Date” and references to “Transaction” shall be replaced with “Acquisition Transaction”), 5.16, 5.18, 5.19 and 5.20 thereof, and such Specified Representations shall be made by the Borrower, the Guarantors and each of the Target Guarantors.

(m) All of the indebtedness of the Targets and their respective subsidiaries under that certain Credit Agreement, by and among Evanta Ventures, Inc., Sports Leadership Institute, Inc., CXO Acquisition Co., Sports Leadership Institute Acquisition Co., the financial institutions parties thereto as Lenders, and NXT Capital, LLC dated as of September 28, 2012 (as amended, modified or waived from time to time) shall have been, or substantially simultaneously with the borrowing hereunder, shall be repaid in full and each such credit agreement shall be terminated.

(n) The Collateral and Guarantee Requirement shall have been satisfied with respect to the Target Guarantors (it being understood and agreed that to the extent any security interest in any Collateral of Target Guarantors is not or cannot be provided and/or perfected on the Amendment No. 5 Effective Date (other than the pledge and perfection of the security interest in the certificated equity interests of each Target and each of its directly Wholly-Owned Domestic Subsidiaries that are Restricted Subsidiaries that would constitute Collateral (provided that such certificated equity certificates will only be required to be delivered on the Amendment No. 5 Effective Date only to the extent received from a Target or the Seller after your use of commercially reasonable efforts to obtain such certificates) and other assets of a Target pursuant to which a Lien may be perfected by the filing of a financing statement under the Uniform Commercial Code) after your use of commercially reasonable efforts to do so or without undue burden or expense, then the provision and/or perfection of a security interest in such Collateral of Target Guarantors shall not constitute a condition precedent to the availability of the Loans on the Amendment No. 5 Effective Date but instead shall be required to be delivered after the Amendment No. 5 Effective Date within 90 days after the Amendment No. 5 Effective Date or such longer period as may be agreed by the Administrative Agent and the Borrower).

(o) Since April 4, 2016, there shall not have occurred any fact, event, condition, change, occurrence or effect which has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (as defined in the Acquisition Agreement).

(p) The Amendment No. 5 Arrangers shall have received (a) audited consolidated balance sheets of CXO Acquisition Holdings, LLC, the parent of the Target (the “Target Holdco”) and related statements of operations, changes in equity and cash flows of the Target Holdco for the three most recently completed fiscal years ended at least 90 days before the Amendment No. 5 Effective Date and (b) unaudited consolidated balance sheet of the Borrower and its Subsidiaries, and the related statements of income or operations and unaudited consolidated statements of cash flows of the Borrower, in each case for each fiscal quarter in 2016 that shall have ended at least 45 days before the Amendment No. 5 Effective Date.

SECTION 4. Representations and Warranties. On and as of the Amendment No. 5 Effective Date, after giving effect to this Amendment, each Loan Party represents and warrants as to itself as follows:

(a) The execution, delivery and performance by such Loan Party of this Amendment is within such Loan Party’s corporate or other powers, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (i) contravene the terms of any of such Person’s Organization Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than under the Loan Documents), or require any payment to be made under (A) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (B) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any material Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (ii)(A), to the extent that such conflict, breach, contravention or payment could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(b) No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Amendment, except for (i) the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect and (ii) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(c) Such Loan Party has and each of its Restricted Subsidiaries has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to execute, deliver and perform its obligations under this Amendment and to consummate the transactions contemplated herein, except to the extent that failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

SECTION 5. Reference to and Effect on the Credit Agreement and the Loan Documents.

(a) On and after the Amendment No. 5 Effective Date, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement, as amended by this Amendment No. 5 (i.e., the Amended Credit Agreement).

(b) The Credit Agreement and each of the other Loan Documents, as specifically amended by this Amendment (i.e., the Amended Credit Agreement), are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Collateral Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations of the Loan Parties under the Loan Documents, in each case, as amended by this Amendment, and all guarantees and grants of security interests, as applicable, are hereby reaffirmed by each applicable Loan Party.

(c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. On and after the effectiveness of this Amendment, this Amendment shall for all purposes constitute a Loan Document.

(d) Each Additional Term A-3 Lender (if any), each Cashless Option Term A-2 Lender, each Additional Revolving Lender, each Incremental Term A-3 Lender and each Incremental Tranche A-2 Revolving Lender shall be a “Lender” for purposes of the Loan Documents.

(e) On and after the Amendment No. 5 Effective Date, the Rollover Refinancing Term A-3 Loans made under Section 2.01(h) of the Amended Credit Agreement shall constitute “Refinancing Term Loans” for purposes of the Loan Documents (and the Term A-3 Loans shall also constitute “Term Loans” for purposes of the Loan Documents). The Tranche A-2 Revolving Commitments shall constitute “Refinancing Revolving Commitments” (and the Tranche A-2 Revolving Commitments shall also constitute “Revolving Credit Commitments” for purposes of the Loan Documents).

(f) On and after the Amendment No. 5 Effective Date, the Incremental Term A-3 Loans shall constitute “Incremental Term Loans” for purposes of the Loan Documents (and, for the avoidance of doubt, the Incremental Term A-3 Loans and Rollover Refinancing Term A-3 Loans shall also constitute Term A-3 Loans for purposes of the Loan Documents).

(g) On and after the Amendment No. 5 Effective Date, the Incremental Tranche A-2 Revolving Commitments shall constitute “Incremental Revolving Commitments” for purposes of the Loan Documents (and, for the avoidance of doubt, the Incremental Tranche A-2 Revolving Commitments and Rollover Tranche A-2 Revolving Commitments shall also constitute Revolving Credit Commitments for purposes of the Loan Documents).

SECTION 6. Execution in Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by telecopier of an executed counterpart of a signature page to this Amendment shall be effective as delivery of an original executed counterpart of this Amendment. The Amendment No. 5 Arrangers may also require that any such documents and signatures delivered by telecopier be confirmed by a manually signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by telecopier.

SECTION 7. Acknowledgement and Reaffirmation of Borrower and Guarantors. The Borrower and the Guarantors acknowledge and consent to all terms and conditions of this Amendment and agree that this Amendment and all documents executed in connection herewith do not operate to reduce or discharge the Borrower’s or the Guarantors’ obligations under the Loan Documents, except as explicitly provided for herein. Each of the Borrower and the Guarantors hereby ratifies and confirms its obligations under the Amended Credit Agreement if a party thereto and the other Loan Documents to which it is a party, including after giving effect to the amendments and transactions contemplated by this Amendment, and including, without limitation, in the case of each of the Guarantors, its guarantee of the Obligations and its grant of security interest in the Collateral (as defined in any Collateral Document) to secure the Obligations (including, in each case, including any Obligations resulting from the Term A-3 Loans and the Tranche A-2 Revolving Commitments).

SECTION 8. Liens Unimpaired. After giving effect to this Amendment and the transactions contemplated hereby, neither the modification of the Credit Agreement effected pursuant to this Amendment nor the execution, delivery, performance or effectiveness of this Amendment (i) impairs the validity, effectiveness or priority of the Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Obligations, whether heretofore or hereafter incurred; or (ii) requires that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens.

THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AMENDMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING SHALL BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AMENDMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT ANY AGENT, ANY LENDER OR THE L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AMENDMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AMENDMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN THE IMMEDIATELY PRECEDING PARAGRAPH OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02 OF THE AMENDED CREDIT AGREEMENT. NOTHING IN THIS AMENDMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AMENDMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

SECTION 10. Non-Grandfathered Obligations under FATCA. Solely for purposes of determining withholding taxes imposed under FATCA, from and after the date of this Amendment, the Borrower and the Administrative Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat) the Amended Credit Agreement and all Loans made thereunder (including any Term A-3 Loans and any Revolving Credit Loans) as not qualifying as a “grandfathered obligations” within the meaning of Treasury Regulation Sections 1.1471-2(b)(2) and 1.1471-2T(b)(2)(i).

(a) Within 60 days after the Amendment No. 5 Effective Date, the Administrative Agent shall have received an updated Schedule “A” (Intellectual Property) to Schedule II to the Security Agreement and shall have received any Intellectual Property Security Agreement Supplements (as defined in the Security Agreement) that the Administrative Agent may request based thereon.

(b) Within 75 days after the Amendment No. 5 Effective Date, the Lenders shall have received a pro forma consolidated balance sheet as of December 31, 2015 and related pro forma consolidated statement of operations of the Borrower as of and for the twelve-month period ending on December 31, 2015, prepared after giving effect to the Acquisition Transaction and using the most recently available financial statements of the Targets as if the Acquisition Transaction had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of operations).

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.


CEB INC., as Borrower

By:		/s/ Richard S. Lindahl
		Name: Richard S. Lindahl
		Title: Chief Financial Officer

CEB INTERNATIONAL HOLDINGS, INC., as a Guarantor

By:		/s/ Barron Anschutz
		Name: Barron Anschutz
		Title: Treasurer

PERSONNEL DECISIONS RESEARCH INSTITUTES, INC., as a Guarantor

By:		/s/ Elaine Pulakos
		Name: Elaine Pulakos
		Title: President

SHL US INC.
KNOWLEDGEADVISORS, INC., each as a Guarantor

By:		/s/ Warren Thune
		Name: Warren Thune
		Title: President

SPORTS LEADERSHIP ACQUISITION CO. CXO ACQUISITION CO. EVANTA VENTURES, INC. SPORTS LEADERSHIP INSTITUTE, INC., each as a Guarantor

By:		/s/ Barron Anschutz
		Name: Barron Anschutz
		Title: Treasurer and Secretary

CONSENT (this “Consent”) to Amendment No. 5 (“Amendment”) to the Credit Agreement, dated as of July 2, 2012, as amended and restated on July 18, 2012, as further amended and restated on August 1, 2012 and as further amended on August 2, 2013 and as further amended on June 9, 2015 (the “Credit Agreement”), among CEB INC. (f/k/a The Corporate Executive Board Company), a Delaware corporation (the “Borrower”), BANK OF AMERICA, N.A., as Administrative Agent (the “Administrative Agent”), Collateral Agent, Swing Line Lender and L/C Issuer and each of the Lenders that is a signatory thereto. Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Amendment.