ex10-1



 


BB&T

LOAN AGREEMENT


         956-0086757         

Account Number


This Loan Agreement (the “Agreement”) is made this 9th day of November, 2001 by
and between BRANCH BANKING AND TRUST COMPANY, a North Carolina banking
corporation (“Bank”), and:


The Advisory Board Company, a Delaware corporation (“Borrower”), having its
chief executive office at 600 New Hampshire Avenue, N.W., Eighth Floor,
Washington, D.C. 20037.


The Borrower has applied to Bank for and the Bank has agreed to make, subject
to the terms of this Agreement, the following loan (hereinafter referred to as
“Loan”):


Line of Credit (“Line of Credit”) in the maximum principal amount not to exceed
$10,000,000.00 at any one time outstanding for the purpose of providing
short-term working capital which shall be evidenced by the Borrower’s
Promissory Note dated on or after the date hereof which shall mature August 31,
2002, when the entire unpaid principal balance then outstanding plus accrued
interest thereon shall be paid in full. Prior to maturity or the occurrence of
any Event of Default hereunder the Borrower may borrow, repay, and reborrow
under the Line of Credit through maturity. The Line of Credit shall bear
interest at the rate set forth in any such Note evidencing all or any portion
of the Line of Credit, the terms of which are incorporated herein by reference.


Section 1 Conditions Precedent



The Bank shall not be obligated to make any disbursement of Loan proceeds until
all of the following conditions have been satisfied by proper evidence,
execution, and/or delivery to the Bank of the following items in addition to
this Agreement, all in form and substance satisfactory to the Bank and the
Bank’s counsel in their sole discretion:


Note(s): The Note(s) evidencing the Loans(s) duly executed by the Borrower.


Commitment Fee: A commitment fee of $20,000.00 payable to the Bank on the date
of execution of the Loan Documents.




Corporate Resolution: A Corporate Resolution duly adopted by the Board of
Directors of the Borrower authorizing the execution,

      delivery, and
performance of the Loan Documents on or in a form provided by or
acceptable to Bank.


Articles of Incorporation: A copy of the Articles of Incorporation and all
other charter documents of the Borrower, all filed with and

      certified by
the Secretary of State of the State of the Borrower’s incorporation.


By-Laws: A copy of the By-Laws of the Borrower, certified by the Secretary of
the Borrower as to their completeness and accuracy.


Certificate of Incumbency: A certificate of the Secretary of the Borrower
certifying the names and true signatures of the 

      officers of the Borrower
authorized to sign the Loan Documents.


Opinion of Counsel: An opinion of counsel for the Borrower satisfactory to the
Bank and the Bank’s counsel.


Section 2 Representations and Warranties



The Borrower and Guarantor(s) represent and warrant to Bank that:



	 		 	2.01. Financial Statements. The balance sheet of the Borrower and its
subsidiaries, if any, and the related Statements of Income and Retained
Earnings of the Borrower and its subsidiaries, the accompanying footnotes
together with the accountant’s opinion thereon, and all other financial
information previously furnished to the Bank, are true and correct and fairly
reflect the financial condition of the Borrower and its subsidiaries as of
the dates thereof, including all contingent liabilities of every type, and
the financial condition of the Borrower and its subsidiaries as stated
therein has not changed materially and adversely since the date thereof.
	 
	 		 	2.02. Name, Capacity and Standing. The Borrower’s exact legal name is
correctly stated in the initial paragraph of the Agreement. The Borrower
warrants and represents that it is duly organized and validly existing under
the laws of its respective state of incorporation or organization; that it
and/or its subsidiaries, if any, are duly qualified and in good standing in
every other state in which the nature of their business shall require such
qualification, and are each duly authorized by their board of directors,
general partners or member/manager(s), respectively, to enter into and
perform the obligations under the Loan Documents.
	 
	 		 	2.03. No Violation of Other Agreements. The execution of the Loan Documents,
and the performance by the Borrower will not violate any provision, as
applicable, of its articles of incorporation, by-laws, articles of
organization, operating agreement, agreement of partnership, limited
partnership or limited liability partnership, or of any law, other agreement,
indenture, note, or other instrument binding upon the Borrower, or give cause
for the acceleration of any of the respective obligations of the Borrower.
	 
	 		 	2.04. Authority. All authority from and approval by any federal, state,
or local governmental body, commission or agency necessary to the
making, validity, or enforceability of this Agreement and the other Loan
Documents has been obtained.
	 
	 		 	2.05. Asset Ownership. The Borrower has good and marketable title to all of
the properties and assets reflected on the balance sheets and financial
statements furnished to the Bank, and all such properties and assets are free
and clear of mortgages, deeds of trust, pledges, liens, and all other
encumbrances except as otherwise disclosed by such financial statements.
	 
	 		 	2.06. Discharge of Liens and Taxes. The Borrower and its subsidiaries, if
any, have filed, paid, and/or discharged all taxes or other claims which may
become a lien on any of their respective properties or assets, excepting to
the extent that such items are being appropriately contested in good faith
and for which an adequate reserve (in an amount acceptable to Bank) for the
payment thereof is being maintained.
	 
	 		 	2.07. Regulation U. None of the Loan proceeds shall be used directly or
indirectly for the purpose of purchasing or carrying any margin stock in
violation of the provisions of Regulation U of the Board of Governors of the
Federal Reserve System.
	 
	 		 	2.08. ERISA. Each employee benefit plan, as defined by the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”), maintained by
the Borrower or by any subsidiary of the Borrower meets, as of the date
hereof, the minimum funding standards of Section 302 of ERISA, all applicable
requirements of ERISA and of the Internal Revenue Code of 1986, as amended,
and no “Reportable Event” nor “Prohibited Transaction” (as defined by ERISA)
has occurred with respect to any such plan.
	 
	 		 	2.09. Litigation. There is no claim, action, suit or proceeding pending,
threatened or reasonably anticipated before any court, commission,
administrative agency, whether State or Federal, or arbitration which will
materially adversely affect the financial condition, operations, properties,
or business of the Borrower or its subsidiaries, if any, or the ability of
the Borrower to perform their obligations under the Loan Documents.
	 
	 		 	2.10. Other Agreements. The representations and warranties made by Borrower
to Bank in the other Loan Documents are true and correct in all respects on
the date hereof.
	 
	 		 	2.11. Binding and Enforceable. The Loan Documents, when executed, shall
constitute valid and binding obligations of the Borrower and Guarantors
respectively, the execution of such Loan Documents has been duly authorized
by the parties thereto, and are enforceable in accordance with their terms,
except as may be limited by bankruptcy, insolvency, moratorium, or similar
laws affecting creditors’ rights generally.
	 
	 		 	2.12. Commercial Purpose. The Loan(s) are not “consumer transactions”, as
defined in the District of Columbia Uniform Commercial Code.



 






 


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LOAN AGREEMENT


Section 3 Affirmative Covenants



The Borrower covenants and agrees that from the date hereof and until payment
in full of all indebtedness and performance of all obligations owed under the
Loan Documents, Borrower shall:



	 		 	3.01. Maintain Existence and Current Legal Form of Business. (a) Maintain
its existence and good standing in the state of its incorporation or
organization, (b) maintain its current legal form of business indicated
above, and, (c) as applicable, qualify and remain qualified as a foreign
corporation, general partnership, limited partnership, limited liability
partnership or limited liability company in each jurisdiction in which such
qualification is required.
	 
	 		 	3.02. Maintain Records. Keep adequate records and books of account, in which
complete entries will be made in accordance with GAAP consistently applied,
reflecting all financial transactions of the Borrower.
	 
	 		 	3.03. Maintain Properties. Maintain, keep, and preserve all of its properties
(tangible and intangible) necessary or useful in the conduct of its business
in good working order and condition, ordinary wear and tear excepted.
	 
	 		 	3.04. Conduct of Business. Continue to engage in an efficient, prudent, and
economical manner in a business of the same general type as now conducted.
	 
	 		 	3.05. Maintain Insurance. Maintain insurance with financially sound and
reputable insurance companies or associations in such amounts and covering
such risks as are usually carried by companies engaged in the same or a
similar business, and business interruption insurance if required by Bank,
which insurance may provide for reasonable deductible(s). The Bank shall be
named as loss payee (Long Form) on all policies, and the Borrower shall
deliver certificates of insurance at closing evidencing same. All such
insurance policies shall provide, and the certificates shall state, that no
policy will be terminated without 20 days prior written notice to Bank.
	 
	 		 	3.06. Comply With Laws. Comply in all respects with all applicable laws,
rules, regulations, and orders including, without limitation, paying before
the delinquency of all taxes, assessments, and governmental charges imposed
upon it or upon its property, and all Environmental Laws.
	 
	 		 	3.07. Right of Inspection. Permit the officers and authorized agents of the
Bank, at any reasonable time or times in the Bank’s sole discretion, to
examine and make copies of the records and books of account of, to visit the
properties of the Borrower, and to discuss such matters with any officers,
directors, managers, members or partners, limited or general of the Borrower,
and the Borrower’s independent accountant as the Bank deems necessary and
proper.
	 
	 		 	3.08. Reporting Requirements. Furnish to the Bank:
	 




	 	 	 	Quarterly Financial Statements: As soon as available and not more than
forty-five (45) days after the end of each quarter, balance sheets,
statements of income, cash flow, and retained earnings for the period
ended and a statement of changes in the financial position, all in
reasonable detail, and all prepared in accordance with GAAP consistently
applied and certified as true and correct by an officer, general partner
or manager (or member(s)) of the Borrower, as appropriate.
	 
	 	 	 	Annual Financial Statements: As soon as available and not more than one
hundred and twenty (120) days after the end of each fiscal year, balance
sheets, statements of income, and retained earnings for the period ended
and a statement of changes in the financial position, all in reasonable
detail, and all prepared in accordance with GAAP consistently applied.
The financial statements must be of the following quality or better:
Audited.
	 
	 	 	 	Notice of Litigation: Promptly after the receipt by the Borrower of
notice or complaint of any action, suit, and proceeding before any court
or administrative agency of any type which, if determined adversely,
could have a material adverse effect on the financial condition,
properties, or operations of the Borrower, as appropriate.
	 
	 	 	 	Tax Returns: As soon as available each year, complete copies (including
all schedules) of all state and federal tax returns filed by Borrower.
	 
	 	 	 	Notice of Default: Promptly upon discovery or knowledge thereof, notice
of the existence of any event of default under this Agreement or any
other Loan Documents.
	 
	 	 	 	Other Information: Such other information as the Bank may from time to
time reasonably request.
	 





	 		 	3.09. Affirmative Covenants from other Loan Documents. All affirmative
covenants contained in any Loan Document executed by the Borrower which
are described in paragraph 2 hereof are hereby incorporated by reference
herein.


Section 4 Guarantor(s)



Section 5 Financial Covenants



The Borrower covenants and agrees that from the date hereof until payment in
full of all indebtedness and the performance of all obligations under the Loan
Documents, the Borrower shall at all times maintain the following financial
covenants and ratios all in accordance with GAAP unless otherwise specified:




	 	 	 	Adjusted Current Ratio. A ratio of total current assets to total Adjusted
Current Liabilities of not less than 2.0 to 1 through December 30, 2001, and
an Adjusted Current Ratio of not less than 2.5 to 1 beginning December 31,
2001 and continuing thereafter. Adjusted Current Liabilities is defined as
current liabilities minus deferred revenue)
	 
	 	 	 	Adjusted Tangible Net Worth. A minimum Adjusted Tangible Net Worth of not
less than $7,000,000.00 through. December 30, 2001, a minimum Adjusted
Tangible Net Worth of not less than $10,500,000.00 beginning December 31,
2001 and continuing thereafter. Adjusted Tangible Net Worth is defined as
net worth, minus goodwill, contract rights, and assets representing claims on
stockholders or affiliated entities, plus eighty percent (80%) of deferred
revenue.
	 
	 	 	 	Adjusted Debt to Adjusted Tangible Net Worth. A ratio of Adjusted Debt to
Adjusted Tangible Net Worth of not greater than 2.0 to 1.0 through December
30, 2001, and a ratio of Adjusted Debt to Adjusted Tangible Net Worth of not
greater than 1.5 to 1.0 beginning December 31, 2001 and continuing
thereafter. Adjusted Debt is defined as total liabilities minus eighty
percent (80%) of deferred revenue.



Section 6 Negative Covenants



The Borrower covenants and agrees that from the date hereof and until payment
in full of all indebtedness and performance of all obligations under the Loan
Documents, the Borrower shall not, without the prior written consent of the
Bank:




	 	 	 	6.01.     Liens. Create, incur, assume, or suffer to exist any lien upon or with
respect to any of Borrower’s properties now owned or hereafter acquired,
except:






	 
	 	 	 	(a) Liens and security interests in favor of the Bank;
	 
	 	 	 	(b) Liens for taxes not yet due and payable or otherwise being contested
in good faith and for which appropriate reserves are maintained;
	 
	 	 	 	(c) Other liens imposed by law not yet due and payable, or otherwise being
contested in good faith and for which appropriate reserves are maintained;
	 
	 	 	 	(d) purchase money security interests on any property hereafter
acquired, provided that such lien shall attach only to the property
acquired.
	 





	 	 	 	6.02.      Debt. Create, incur, assume, or suffer to exist any debt, except:
	 





	 	 	 	(a) Debt to the Bank;
	 
	 	 	 	(b) Debt outstanding on the date hereof and shown on the most recent
financial statements submitted to the Bank;
	 
	 	 	 	(c) Accounts payable to trade creditors incurred in the ordinary
course of business;
	 
	 	 	 	(d) Debt secured by purchase money security interests as outlined
above in Section 6.01 (d);
	 
	 	 	 	(e) Additional debt not to exceed $500,000.00 in the aggregate at any
time.


 






 


BB&T

LOAN AGREEMENT



	 	 	 	6.03. Change of Legal Form of Business; Purchase of Assets. Change
Borrower’s name or the legal form (other than converting from a subchapter-S
corporation to a subchapter-C corporation) of Borrower’s business as shown
above, whether by merger, consolidation, conversion or otherwise, and
Borrower shall not purchase all or substantially all of the assets or
business of any Person without prior written approval from the Bank.
	 
	 	 	 	6.04. Leases. Create, incur, assume, or suffer to exist any leases, except:
	 






	 	 	 	(a) Leases outstanding on the date hereof and showing on the most
recent financial statement submitted to the Bank;
	 
	 	 	 	(b) Operating Leases for machinery and equipment which do not in the
aggregate require payments in excess of $250,000.00 in any fiscal year
of the Borrower.
	 





	 	 	 	6.05. Guaranties. Assume, guarantee, endorse, or otherwise be or become
directly or contingently liable for obligations of any Person, except
guaranties by endorsement of negotiable instruments for deposit or collection
or similar transactions in the ordinary course of business.
	 
	 	 	 	6.06. Disposition of Assets. Sell, lease, or otherwise dispose of any of its
assets or properties except in the ordinary and usual course of its business.
	 
	 	 	 	6.07. Transfer of Ownership. If Borrower is a corporation, (a) issue,
transfer or sell any new class of stock, or (b) issue, transfer or sell, in
the aggregate, from its treasury stock and/or currently authorized but
unissued shares of any class of stock (other than pursuant to existing stock
plans), more than 10% of the total number of all such issued and outstanding
shares as of the date of this Agreement.
	 
	 	 	 	6.08. Negative Covenants from other Loan Documents. All negative covenants
contained in any Loan Document executed by the Borrower which are described
in paragraph 2 hereof are hereby incorporated by reference herein.


Section 7 Hazardous Materials and Compliance with Environmental Laws




	 		 	7.01. Compliance. Borrower agrees to comply with all applicable
Environmental Laws, including, without limitation, all those relating to
Hazardous Materials. Borrower further agrees to provide Bank, and all
appropriate Federal and State authorities, with immediate notice in writing
of any release of Hazardous Materials on Borrower’s property and to pursue
diligently to completion all appropriate and/or required remedial action in
the event of such release.



Section 8 Events of Default



The following shall be “Events of Default” by Borrower or any Guarantor:



	 		 	8.01. The failure to make prompt payment of any installment of principal or
interest on any of the Note(s) when due or payable.
	 
	 		 	8.02. Should any representation or warranty made in the Loan Documents prove
to be false or misleading in any material respect.
	 
	 		 	8.03. Should any report, certificate, financial statement, or other document
furnished prior to the execution of or pursuant to the terms of this
Agreement prove to be false or misleading in any material respect.
	 
	 		 	8.04. Should the Borrower default on the performance of any other obligation
of indebtedness when due or in the performance of any obligation incurred in
connection with money borrowed.
	 
	 		 	8.05. Should the Borrower breach any covenant, condition, or agreement made
under any of the Loan Documents.
	 
	 		 	8.06. Should a custodian be appointed for or take possession of any or all of
the assets of the Borrower, or should the Borrower either voluntarily or
involuntarily become subject to any insolvency proceeding, including becoming
a debtor under the United States Bankruptcy Code, any proceeding to dissolve
the Borrower, any proceeding to have a receiver appointed, or should the
Borrower make an assignment for the benefit of creditors, or should there be
an attachment, execution, or other judicial seizure of all or any portion of
the Borrower’s assets, including an action or proceeding to seize any funds
on deposit with the Bank, and such seizure is not discharged within 30 days.
	 
	 		 	8.07. Should final judgment for the payment of money be rendered against the
Borrower which is not covered by insurance and shall remain undischarged for
a period of 30 days unless such judgment or execution thereon be effectively
stayed.
	 
	 	.	 	8.08. Upon the death of, or termination of existence of, or dissolution of
the Borrower.
	 
	 		 	8.09. Should the Bank in good faith deem itself, its liens and security
interests, if any, or any debt thereunder unsafe or insecure, or should the
Bank believe in good faith that the prospect of payment of any debt or other
performance by the Borrower is impaired.
	 
	 		 	8.10. Should any lien or security interest granted to Bank to secure payment
of the Note(s) terminate, fail for any reason to have the priority agreed to
by Bank on the date granted, or become unperfected or invalid for any reason.



Section 9 Remedies Upon Default



Upon the occurrence of any of the above listed Events of Default, the Bank may
at any time thereafter, at its option, take any or all of the following
actions, at the same or at different times:



	 		 	9.01. Declare the balance(s) of the Note(s) to be immediately due and
payable, both as to principal and interest, without presentment, demand,
protest, or notice of any kind, all of which are hereby expressly waived by
Borrower and such balance(s) shall accrue interest at the Default Rate as
provided herein until paid in full;
	 
	 		 	9.02. Require the Borrower to pledge collateral to the Bank from the
Borrower’s assets and properties, the acceptability and sufficiency of such
collateral to be determined in the Bank’s sole discretion;
	 
	 		 	9.03. Take immediate possession of and foreclose upon any or all collateral
which may be granted to the Bank as security for the indebtedness and
obligations of Borrower under the Loan Documents;
	 
	 		 	9.04. Exercise any and all other rights and remedies available to the Bank
under the terms of the Loan Documents and applicable law, including the
District of Columbia Uniform Commercial Code;
	 
	 		 	9.05. Any obligation of the Bank to advance funds to the Borrower or any
other Person under the terms of under the Note(s) and all other obligations,
if any, of the Bank under the Loan Documents shall immediately cease and
terminate unless and until Bank shall reinstate such obligation in writing.



Section 10 Miscellaneous Provisions




	 		 	10.01. Definitions.



     “Default Rate” shall mean a rate of interest equal to Bank’s Prime Rate
plus five percent (5%) per annum (not to exceed the legal maximum rate) from
and after the date of an Event of Default hereunder which shall apply, in the
Bank’s sole discretion, to all sums owing, including principal and interest,
on such date.


     “Environmental Laws” shall mean all federal and state laws and
regulations which affect or may affect the Borrower’s property, including
without limitation the Comprehensive Environmental Response, Compensation,
and Liability Act (42 U.S.C. Sections 9601 et seq.), the Resource
Conservation and Recovery Act (42 U.S.C. Sections 6901 et seq.), the Federal
Water Pollution Control Act (33 U.S.C. Sections 1251 et seq.), the Clean Air
Act (42 U.S.C. Section 7401 et seq.), the Toxic Substances Control Act (15
U.S.C. Section 2601 et seq.).


     “Loan Documents” shall mean this Agreement including any schedule
attached hereto, the Note and all other documents, certificates, and
instruments executed in connection therewith, and all renewals, extensions,
modifications, substitutions, and replacements thereto and therefore.


     “Person” shall mean an individual, partnership, corporation, trust,
unincorporated organization, limited liability company, limited liability
partnership, association, joint venture, or a government agency or political
subdivision thereof.


     “GAAP” shall mean generally accepted accounting principles as
established by the Financial Accounting Standards Board or the American
Institute of Certified Public Accountants, as amended and supplemented from
time to time.


 






 


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LOAN AGREEMENT



	 		 	10.02. Non-impairment. If any one or more provisions contained in the Loan
Documents shall be held invalid, illegal, or unenforceable in any respect,
the validity, legality, and enforceability of the remaining provisions
contained therein shall not in any way be affected or impaired thereby and
shall otherwise remain in full force and effect.
	 
	 		 	10.03. Applicable Law. The Loan Documents shall be construed in accordance
with and governed by the laws of the District of Columbia.
	 
	 		 	10.04. Waiver. Neither the failure or any delay on the part of the Bank in
exercising any right, power or privilege granted in the Loan Documents shall
operate as a waiver thereof, nor shall any single or partial exercise thereof
preclude any other or further exercise of any other right, power, or
privilege which may be provided by law.
	 
	 		 	10.05. Modification. No modification, amendment, or waiver of any provision
of any of the Loan Documents shall be effective unless in writing and signed
by the Borrower and Bank.
	 
	 		 	10.06. Stamps and Fees. The Borrower shall pay all federal or state stamps,
taxes, or other fees or charges, if any are payable or are determined to be
payable by reason of the execution, delivery, or issuance of the Loan
Documents or any security granted to the Bank; and the Borrower and Guarantor
agree to indemnify and hold harmless the Bank against any and all liability
in respect thereof.
	 
	 		 	10.07. Attorneys’ Fees. In the event the Borrower shall default in any of
its obligations hereunder and the Bank believes it necessary to employ an
attorney to assist in the enforcement or collection of the indebtedness of
the Borrower to the Bank, to enforce the terms and provisions of the Loan
Documents, to modify the Loan Documents, or in the event the Bank voluntarily
or otherwise should become a party to any suit or legal proceeding (including
a proceeding conducted under the Bankruptcy Code), the Borrower agrees to pay
the reasonable attorneys’ fees of the Bank and all related costs of
collection or enforcement that may be incurred by the Bank. The Borrower
shall be liable for such attorneys’ fees and costs whether or not any suit or
proceeding is actually commenced.
	 
	 		 	10.08. Bank Making Required Payments. In the event Borrower shall fail to
maintain insurance, pay taxes or assessments, costs and expenses which
Borrower is, under any of the terms hereof or of any Loan Documents, required
to pay, or fail to keep any of the properties and assets constituting
collateral free from new security interests, liens, or encumbrances, except
as permitted herein, Bank may at its election make expenditures for any or
all such purposes and the amounts expended together with interest thereon at
the Default Rate, shall become immediately due and payable to Bank, and shall
have benefit of and be secured by the collateral; provided, however, the Bank
shall be under no duty or obligation to make any such payments or
expenditures.
	 
	 		 	10.09. Right of Offset. Any indebtedness owing from Bank to Borrower may be
set off and applied by Bank on any indebtedness or liability of Borrower to
Bank, at any time and from time to time after maturity, whether by
acceleration or otherwise, and without demand or notice to Borrower. Bank
may sell participations in or make assignments of any Loan made under this
Agreement, and Borrower agrees that any such participant or assignee shall
have the same right of setoff as is granted to the Bank herein.
	 
	 		 	10.10. Modification and Renewal Fees. Bank may, at its option, charge any
fees for modification, renewal, extension, or amendment of any terms of the
Note permitted by law.
	 
	 		 	10.11. Conflicting Provisions. If provisions of this Agreement shall
conflict with any terms or provisions of the Note, the provisions of such
Note, as appropriate, shall take priority over any provisions in this
Agreement.
	 
	 		 	10.12. Notices. Any notice permitted or required by the provisions of this
Agreement shall be deemed to have been given when delivered in writing to the
City Executive or any Vice President of the Bank at its offices in
Washington, D.C. and to the Chief Financial Officer of the Borrower at its
offices in Washington, D.C. when sent by certified mail and return receipt
requested.
	 
	 		 	10.13. Consent to Jurisdiction. Borrower hereby irrevocably agrees that any
legal action or proceeding arising out of or relating to this Agreement may
be instituted in the Superior Court in the District of Columbia, or the
United States District Court for the District of District of Columbia, or in
such other appropriate court and venue as Bank may choose in its sole
discretion. Borrower consents to the jurisdiction of such courts and waives
any objection relating to the basis for personal or in rem jurisdiction or to
venue which Borrower may now or hereafter have in any such legal action or
proceedings.
	 
	 		 	10.14. Counterparts. This Agreement may be executed by one or more parties
on any number of separate counterparts and all of such counterparts taken
together shall be deemed to constitute one and the same instrument.
	 
	 		 	10.15. Entire Agreement. The Loan Documents embody the entire agreement
between Borrower and Bank with respect to the Loans, and there are no oral or
parol agreements existing between Bank and Borrower with respect to the Loans
which are not expressly set forth in the Loan Documents.



[SIGNATURES ON FOLLOWING PAGE]



 






 


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LOAN AGREEMENT


Signature Page



IN WITNESS WHEREOF, the Bank and Borrower have caused this Agreement to be duly
executed under seal all as of the date first above written.



Borrower is a Corporation:




	 	 	 	 	 	 	 
	 	 	 	 	 	 	The Advisory Board Company
	 	 	 	 	 	 	
	Attest:	 	 	 	By:	 	/s/ Frank J. Williams
		 	
	 		 	

		 	 	 		 	Frank Williams
	Title:	 	 	 	Title:	 	Chief Executive Officer
		 	
	 		 	

	 
	 	 	(Corporate Seal)	 	By:	 	/s/ David L. Felsenthal
		 		 		 	

	 	 		 		 	David L. Felsenthal
	 	 		 	Title:	 	Chief Financial Officer
		 		 		 	

	 
	 	 	 	 	 	 	BRANCH BANKING AND TRUST COMPANY
	 
	Attest:	 		 	By:	 	/s/ James R. Sherrick
		 	
	 		 	

		 		 		 	James Sherrick
		 	(Corporate Seal)	 	Title:	 	Vice President