Promissory Note - The Corporate Executive Board and David G. Bradley
THE CORPORATE EXECUTIVE BOARD COMPANY
THE WATERGATE
600 NEW HAMPSHIRE AVENUE, N.W.
WASHINGTON, D.C. 20037
December __, 1998
Mr. David G. Bradley
2211 30th Street N.W.
Washington, DC 20008
Re: $6,500,000 Promissory Note (the "Promissory Note") made on October 31,
1997 by David G. Bradley ("DGB") in favor of The Corporate Executive
Board ("CEB") and the Security Agreement (the "Security Agreement"),
dated October 31, 1997, by and between DGB and CEB, securing the
payment of the balance due under the Promissory Note
Dear Mr. Bradley:
Please refer to the Promissory Note and the Security Agreement referenced
above. Capitalized terms used by not defined in this Letter Agreement (this
"Letter Agreement") have the meanings given them in the Security Agreement.
This Letter Agreement memorializes the following additional agreements and
understandings between DGB and CEB in connection with the Promissory Note and
the Security Agreement:
1. DGB will prepay the outstanding principal balance under the Promissory
Note plus any interest accrued thereon through the date of such prepayment
(collectively, the "Prepayment Amount") to CEB within 30 days after the closing
of the initial public offering by CEB of its shares of Common Stock.
2. Upon CEB's receipt of the Prepayment Amount, CEB shall (i) return the
Promissory Note to DGB, (ii) terminate the Security Agreement, (iii) release the
Collateral and (iv) waive any and all rights that it may have under the Security
Agreement.
CEB and DGB agree that at any time and from time to time, upon written
request, they will execute and deliver such further documents and do such
further acts and things as may be reasonably requested in order to effectuate
the purposes of this Letter Agreement and the transactions contemplated hereby.
<PAGE>
If the foregoing accurately reflects our understandings and agreements,
please so indicate by signing below, whereupon this Letter Agreement shall
constitute a binding agreement between the parties hereto.
THE CORPORATE EXECUTIVE BOARD
COMPANY
By:
------------------------
Name:
Title
SO AGREED:
----------------
By: DAVID G. BRADLEY
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