Security Agreement - The Corporate Advisory Board Co. and David G. Bradley
SECURITY AGREEMENT
------------------
This Security Agreement ("Agreement") is entered into this 31st day of
October 1997 by and between The Corporate Advisory Board Company, Inc.
("Creditor") and David G. Bradley (herein referred to as the "Debtor"), with
reference to the following facts:
A. Concurrently herewith, Debtor has executed in favor of Creditor a
Promissory Note ("Note") in the aggregate principal amount of
$6,500,000.
B. Debtor desires to pledge certain collateral and proceeds as security
for the balance due under the Note on the terms and conditions set
forth on this Agreement.
NOW, THEREFORE, the parties agree as follows:
1. Debtor hereby pledges the following:
A. Pledge and Collateral. As assurance and security for the full
---------------------
payment of the Note and the faithful performance of all the covenants and
conditions to be performed by Debtor under the Note and this Agreement, Debtor
hereby pledges, grants, bargains, assigns and transfers to Creditor a security
interest in and to fifty percent of the outstanding shares of the common stock
of National Journal Group, Inc., a Delaware corporation, as of October 31, 1997,
and all substitutions, replacements and proceeds thereof, including cash
proceeds, proceeds of cash and all distributions of cash or property thereon,
such as cash dividends, stock dividends and stock splits. Such common stock and
all such proceeds are hereafter collectively referred to as the "Collateral."
B. Pledge of Proceeds. Debtor warrants and represents that Creditor,
------------------
upon demand, shall be entitled to payment of the balance due from any proceeds
received from the sale of Collateral. To the extent under the Note that such
proceeds are not realized or are insufficient to fully pay off the balance due,
Creditor shall credit Debtor for the amount so paid and the principal amount of
the balance shall be reduced accordingly.
2. Representations and Warranties of Debtors. Debtor represents and
warrants to Creditor as follows:
(a) That except for the security interest created hereby, Debtor has
title to the Collateral, free and clear of all liens,
encumbrances and other security interests.
(b) That Debtor will be able to pay its debts as they mature, and has
not (i) admitted in writing an inability to pay debts as they
mature, (ii) made any assignment for the benefit of creditors,
(iii) applied for or consented to the appointment of a receiver
or trustee for its affairs, or (iv) been the subject of any
bankruptcy, insolvency, reorganization or liquidation proceeding.
<PAGE>
(c) That the execution, delivery and performance of this Agreement
and the Note and the consummation of the transactions
contemplated by this Agreement and the Note have been fully
authorized by Debtor, and, upon delivery, will be valid and
binding agreements and obligations of Debtor.
(d) That the execution, delivery and performance of this Agreement
and the Note, and the compliance with the terms and provisions
thereof, and the consummation of the transactions described
herein, do not and will not conflict with or result in a breach
of or constitute a default under any of the terms, conditions or
provisions of any agreement, commitment, loan agreement, note,
contract, lease, indenture, or understanding to which Debtor is a
party or by which it is bound or to which the Collateral is
subject, or result in the creation of any lien or encumbrance
upon the Collateral except for the security interest created
hereby.
3. Default. Default under this Agreement will be deemed to have occurred
-------
upon the happening of any of the following events:
(a) Debtor fails to pay the principal payments and accrued interest
when due in accordance with the Note.
(b) Debtor files a voluntary proceeding under the Bankruptcy Code, or
any involuntary petitions under the Bankruptcy Code are filed against the
Debtor;
(c) Any lien or other attachment is placed against the Collateral
(other than the security interest created hereby) or a Writ of Execution is
served against the Collateral; or
(d) Any representation or warranty made under this Agreement is or
becomes untrue, or Debtor breaches any covenant hereunder.
4. Remedies on Default. Upon the occurrence of a default, Creditor may
-------------------
cause the Collateral to be transferred to its name or to the name of its
nominees, and Creditor shall have all of the remedies of a secured party under
law, which rights shall include the right to sell or dispose of the Collateral,
or any part thereof, at public or private sale, and to foreclose the lien or
security interest created pursuant to this Agreement by any available judicial
procedure or without judicial process if notified to do so by Creditor. The
Collateral may then be sold on such day and at such place as determined by the
Creditor. Creditor shall deduct and retain from the proceeds of such sale or
sales all costs, expenses and charges paid or incurred on the taking, removal,
handling and sale of the Collateral, or otherwise incurred in connection
therewith, including without limitation all attorney's fees incurred by
Creditor; the balance of the proceeds shall be applied by Creditor to the
indebtedness, obligations and liabilities secured by the Collateral, in such
order and manner as Creditor may determine; and the surplus, if any, shall be
paid to the person or persons lawfully entitled to receive the same. At any
sale or sales made under this Agreement, or authorized herein, Creditor or any
person on behalf of Creditor, or any other person, may bid for and purchase the
Collateral being sold.
2
<PAGE>
5. Further Documents. Debtor agrees to execute and deliver such further
-----------------
documents as may be required by Creditor to more fully perfect and secure its
position under this Agreement, including, without limitation, stock powers
separate from certificate.
6. Voting Rights and Dividends. During the term; hereof and so long as
---------------------------
Debtor is not in default in the performance of any of the terms of this
Agreement or in the payment of the principal or interest under the Note, Debtor
shall have the right to receive all dividends and other distributions declared
with respect to the Collateral, and Debtor shall have the right to vote the
Collateral with respect to any and all corporate questions.
7. Assignment. The Agreement and all rights hereunder may not be
----------
assigned by either party without prior written notice to the nonassigning
party and any such nonconsented to assignment shall be void.
8. Notices. All notices or other communications permitted or required
-------
pursuant to this Agreement shall be in writing and shall be deemed given upon
deposit in the United States mail, first-class, postage prepaid, certified with
a return receipt, addressed to the last known address of the parties. Either
party shall have the right to change the place of giving notices to it by
providing written notice to the other party.
9. Litigation and Attorney's Fees. In the event any party in this
------------------------------
Agreement files against the other party to this Agreement an action for the
breach hereof or to enforce any of its rights hereunder, the prevailing party in
such action shall be entitled to recover from the losing party all expenses
incurred by it in such action, including without limitation attorney's fees.
10. Entire Agreement. This Agreement, together with the Note of even
----------------
date, constitutes the entire agreement between the parties pertaining to the
balance due under the Note. This Agreement may not be amended or modified
except by a writing executed by Creditor or Debtor.
11. Counterparts. This Agreement may be executed in counterparts, each of
------------
which shall constitute an original document, but which together shall constitute
one and the same instrument.
AGREED TO AND ACCEPTED THIS 31st day of October, 1997.
DEBTOR: CREDITOR:
By: The Advisory Board Company
/s/ /s/
----------------------------------- -------------------------------------------
David G. Bradley Jeffrey D. Zients, Executive Vice President
11/21/97 10/31/97
----------------------------------- -------------------------------------------
Date Date
3