EXHIBIT 10.32
SUBLEASE AGREEMENT
THIS SUBLEASE, dated as of July 21, 1998, by and between THE ADVISORY
BOARD COMPANY, a Maryland corporation (hereinafter called "Sublessor"), and THE
CORPORATE EXECUTIVE BOARD COMPANY(formerly known as The Corporate Advisory Board
Company), a Delaware corporation (hereinafter called "Sublessee").
WHEREAS, ABC and CEB are parties to a Sublease Agreement, dated
October 31, 1997 (the "Original Agreement");
WHEREAS, ABC and CEB desire to amend and restate the Original
Agreement, among other things, to extend the time period required for prior
written notice to terminate this Sublease from five days to six months;
WHEREAS, the parties hereto desire to amend, modify and restate the
Original Agreement in accordance with the foregoing; and
WHEREAS, the parties hereto amend and restate the following recitals:
RECITALS
1. Xxxx Xxxxxxx Mutual Life Insurance Company, a Massachusetts
corporation ("Lessor"), and Sublessor, as lessee, are the parties to a certain
Lease Agreement dated as of August 7, 1992 (the "Xxxxxxxxx"), pursuant to which
Lessor has leased to Sublessor the Premises (as hereinafter defined).
2. Sublessor and Sublessee have agreed that Sublessor will sublease
to Sublessee the Premises.
3. The parties desire to set out in detail their agreements and the
consideration for this Sublease.
ARTICLE I
DEFINITIONS
As used herein, the following terms shall have the following meanings:
1.1. "Commencement Date" shall mean the date hereof.
1.2. "Sublease" shall mean this sublease agreement as amended from
time to time pursuant to the terms hereof.
1.3. "Sublease Term" shall mean the duration of the leasehold estate
created by this Sublease as specified in Article III hereof.
1.4. "Premises" shall mean and refer to the portion of the Xxxxxxxxx
Premises described in Attachment A hereto.
1.5. "Xxxxxxxxx Premises" shall mean the premises at 000 Xxx
Xxxxxxxxx Xxxxxx, X.X., Xxxxxxxxxx, X.X. described in the Xxxxxxxxx.
1.6 "Termination Date" shall mean the date that is the end of the
Term as defined in the Xxxxxxxxx.
ARTICLE II
DEMISED PROPERTY
2.1. Sublease. Sublessor hereby subleases to Sublessee and Sublessee
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hereby subleases from Sublessor the Premises.
ARTICLE III
TERM
3.1. Term. The term of this Sublease shall begin on the Commencement
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Date and, unless earlier terminated as provided herein, shall end on the
Termination Date.
3.2. Termination. Each of Sublessee and Sublessor shall have the
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right, in its absolute discretion and without liability to the other party, to
terminate this Sublease at any time during the Sublease Term on not less than
six (6) months prior written notice.
ARTICLE IV
RENT
4.1. Rent. During the term of this Sublease, Sublessee shall pay
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rent to Sublessor in such annual amount per square foot of Premises as is equal
to the annual per square foot rent payable under the Xxxxxxxxx for the Xxxxxxxxx
Premises. Such rent payments shall be made in lawful money of the United States
of America, at Sublessor's address for notice hereunder or otherwise as
Sublessor may designate. Such rent shall be payable in equal monthly
installments on the first day of every calendar month during the term of this
Sublease.
4.2 Annual Adjustments to Rent. To the extent that annual cost of
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living adjustments increase the Annual Base Rent (as defined in the Xxxxxxxxx)
payable by Sublessor pursuant to the Xxxxxxxxx, an amount equal to such increase
shall be added to the rent payable under this Sublease pursuant to Section 4.1.
4.3 Additional Rent for Operating Expenses. To the extent that
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Additional Rent (as defined in the Xxxxxxxxx) relating to increased Operating
Expenses (as defined in the Xxxxxxxxx) is payable by Sublessor pursuant to the
Xxxxxxxxx, an amount equal to the portion of such Additional Rent that is in
proportion to the area of the Xxxxxxxxx Premises that is represented by the area
of the Premises shall be added to the rent payable under this Sublease pursuant
to Section 4.1.
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4.4 Additional Space; Amended Allocation. Sublessor and Sublessee
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may, by mutual agreement, revise Attachment A to (i) add additional space to the
Premises to be leased by Sublessor under this Sublease, (ii) revise the location
of the space leased under this Sublease, or (iii) make such other modifications
and amendments as the parties may mutually agree.
ARTICLE V
USE OF PREMISES
5.1. Use of Premises. Sublessee shall use the Premises only for the
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purpose of general office use and as otherwise described in the Xxxxxxxxx.
ARTICLE VI
ASSIGNMENT AND SUBLETTING
6.1. Assignment and Sublease. Sublessee shall not mortgage,
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encumber, assign, sublease or otherwise dispose of or transfer its interest in
this Sublease or the Premises except as may be permitted by the Xxxxxxxxx.
ARTICLE VII
UTILITIES AND SERVICES
7.1. Utilities and Services. Sublessor shall supply to the Premises
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utilities and services to the extent that such utilities and services are
provided to Sublessor pursuant to the Xxxxxxxxx.
ARTICLE VIII
QUIET ENJOYMENT
8.1. Quiet Enjoyment. If Sublessee pays the rent and other charges
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herein provided and performs all of the covenants and agreements herein
stipulated to be performed on Sublessee's part, Sublessee shall, at all times
during said term, peaceably and quietly have, hold and enjoy the Premises
without disturbance from Sublessor or anyone claiming by or through Sublessor,
subject to the terms of this Sublease and to the rights of the parties presently
or hereinafter secured by any deed of trust or mortgage against the Premises.
ARTICLE IX
FIRE AND OTHER CASUALTY
9.1. Restoration of Damaged Premises. In the event the Premises are
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damaged or destroyed or rendered partially untenantable for their then use by
fire or other casualty, the Sublessee shall notify Sublessor and promptly repair
the Premises and restore the same to the condition in which they were
immediately prior to the happening of such casualty.
9.2. Rent Abatement. During the period from the date of such
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casualty until the Premises are repaired and restored, Sublessee's obligation to
pay the rent due hereunder, shall xxxxx, but only to the extent that Sublessor's
rent payment obligations under the Xxxxxxxxx are
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abated. The abatement shall be in the proportion of which the area of the
Premises destroyed or rendered untenantable bears to the total area of the
Premises.
9.3. Fire and Other Casualty. Except as herein expressly provided,
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this Sublease shall not terminate nor shall there be any abatement of rent as a
result of fire or other casualty.
ARTICLE X
INSURANCE
10.1. Casualty Insurance. The Sublessee shall maintain in effect
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policies of (i) comprehensive liability insurance and (ii) insurance covering
Sublessee's furniture, furnishings, trade fixtures and all other personal
property from time to time on or in the Premises in an amount not less than 100%
of their actual replacement cost.
ARTICLE XI
SURRENDER OF PREMISES
11.1. Surrender of Premises. The Sublessee shall on the expiration
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or the sooner termination of the Sublease Term surrender to the Sublessor the
Premises, including all buildings, replacements, changes, additions, and
improvements constructed or placed by the Sublessee thereon, with all equipment
in or appurtenant thereto, and all movable trade fixtures installed by the
Sublessee.
ARTICLE XII
CERTIFICATES
12.1. Certificates. Either party shall, without charge, at any time
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and from time to time hereafter, within ten (10) days after written request of
the other, certify by written instrument duly executed and acknowledged to any
mortgagee or purchaser, or proposed mortgagee or proposed purchaser, or any
other person specified in such request: (a) as to whether this Sublease has
been supplemented or amended, and if so, the substance and manner of such
supplement or amendment; (b) as to the validity and force and effect of this
Sublease, in accordance with its tenor as then constituted; (c) as to the
existence of any default thereunder; (d) as to the existence of any offsets,
counterclaims, or defense thereto on the part of such other party; (e) as to the
commencement and expiration dates of the term of this Sublease; and (f) as to
any other matters as may reasonably be so requested. Any such certificate many
be relied upon by the party requesting it and any other person to whom the same
may be exhibited or delivered and the contents of such certificate shall be
binding on the party executing same.
ARTICLE XIII
EVENTS OF DEFAULT, REMEDIES
13.1. Default. Any of the following occurrences, conditions, or acts
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shall constitute an "Event of Default" under this Sublease:
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13.1.1. If:
(a) Sublessee defaults in making payment when due of any the rent, and
if such default shall continue for five (5) business days after Sublessor shall
have given written notice to Sublessee specifying such default and demanding
that same be cured;
(b) Sublessee defaults in the observance or performance of any other
provisions of this Sublease, and such default continues for thirty (30) calendar
days after Sublessor shall have given written notice to Sublessee specifying
such default and demanding that the same be cured (unless such default cannot be
cured by the payment of money and cannot with due diligence be wholly cured
within such period of thirty (30) calendar days, in which case Sublessee shall
have such longer period as shall be necessary to cure the default, so long as
Sublessee proceeds diligently to attempt to cure the same within such thirty
(30) day period, prosecutes the cure to completion with due diligence, and
advises Sublessor from time to time, upon Sublessor's request, of the actions
which Sublessee is taking and the progress being made);
13.1.2. Sublessee abandons or vacates the Premises for a period of
ten (10) consecutive calendar days;
13.1.3. Sublessee files a petition in bankruptcy, for
reorganization or for an arrangement pursuant to Federal Bankruptcy law or any
similar federal or state law; is adjudicated bankrupt or become insolvent; is
unable to meet Sublessee's obligations as they become due; or takes any
corporate action in furtherance of any of the foregoing;
13.1.4. A petition or answer shall be filed proposing (a) the
adjudication of Sublessee as bankrupt or (b) the reorganization of Sublessee
pursuant to Federal Bankruptcy law or any similar federal or state law, and (i)
Sublessee shall consent to the filing thereof, or (ii) such petition or answer
shall not be discharged or denied within sixty (60) days after the filing
thereof;
13.1.5. A receiver, trustee, or liquidator (or other similar
official) of Sublessee shall be appointed with respect to (a) all or
substantially all of its businesses or assets or (b) the estate or interest of
Sublessee in the Premises and (i) shall not be discharged within sixty (60) days
thereafter or (ii) Sublessee consents to or acquiesces in such appointment;
13.1.6. The estate or interest of Sublessee in the Premises shall
be levied upon or attached in any proceeding and such process shall not be
vacated or discharged within sixty (60) days after such levy or attachment; or
13.1.7. Sublessee is dissolved, merged, consolidated or
reorganized, or any change occurs in the ownership or control of Sublessee,
without the prior written consent of Sublessor.
13.1.8. Notwithstanding the provisions of paragraphs 13.1.3,
13.1.4, 13.1.5 or 13.1.6 hereof, if at any time during the term hereof, (a)
proceedings in bankruptcy, insolvency or other similar proceedings are
instituted by or against Sublessee, whether or not
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such proceedings result in an adjudication against Sublessee, or (b) should a
receiver of the business or assets of Sublessee be appointed; such proceedings
or adjudications shall not affect the validity of this lease so long as (i) the
rent reserved hereunder continue to be paid to Sublessor and (ii) the other
terms, covenants and conditions of this Sublease on the part of the Sublessee to
be performed, are performed. In such event, this Sublease shall continue to
remain in full force and in accordance with the terms herein contained.
13.2. Remedies. In case of Default,
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(a) the rent shall become due thereupon and be paid up to the
time of re-entry, expiration and/or dispossession;
(b) Sublessor may elect the premises or any part or parts
thereof, whether in the name of Sublessor or otherwise, for a term or terms
which may, at Sublessor's option, be less than or exceed the period which would
otherwise have constituted the balance of the term of this sublease;
(c) Sublessee shall also pay to Sublessor, as liquidated damages
for the failure of Sublessee to observe and perform Sublessee's covenants herein
contained, any deficiency between the (i) rent hereby reserved and (ii) the net
amount, if any, of the rents collected on account of the lease or leases of the
Premises for the period which would have constituted the balance of the Sublease
Term (hereinafter called "Liquidated Damages"). Liquidated Damages shall be paid
as the said rent shall become due and payable in monthly installments. Sublessee
shall also pay to Sublessor such reasonable expenses as Sublessor-may incur in
connection with reletting, such as brokerage and preparation for reletting
(hereinafter called "Consequential Damages").
(d) Liquidated and Consequential Damages shall be paid in
monthly installments by Sublessee on the Rent Payment Dates specified in this
Sublease. Any suit brought to collect Liquidated and Consequential Damages for
any month shall not prejudice in any way the rights of Sublessor to collect
Liquidated and Consequential Damages for any subsequent month by a similar
proceeding. Sublessor, at Sublessor's option, may make such alterations,
repairs, replacements, and/or decorations in the premises as Sublessor; in
Sublessor's' sole judgment, considers advisable and necessary for the purpose of
reletting the premises; and the making of such alterations, repairs,
replacements, and/or decorations shall not operate or be construed to release
Sublessee from liability hereunder as aforesaid. Sublessor agrees to use its
best efforts to mitigate all damages and to elect the Premises in the event of
any Default specified herein.
ARTICLE XIV
RIGHT TO CURE DEFAULTS
14.1. Default by Lessor. If Sublessor fails to perform any covenant
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or agreement in this Sublease contained on the part of Sublessor to be
performed, then and in such event, after the continuance of any such failure or
default for thirty (30) calendar days after notice is given by Sublessee to
Sublessor (notwithstanding any delay or forbearance in giving
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such notice), Sublessee may cure such default. Sublessee may further make all
necessary payments in connection therewith, including, but not limited to the
payment of any reasonable attorney's fees, costs, and charges of or in
connection with any legal action which may have been brought. Sublessor agrees
to pay to Sublessee forthwith any amount so paid by the Sublessee, together with
interest thereon at the maximum legal rate, or if no such rate is established at
the rate of 12% per annum. All sums charged to Sublessor by Sublessee hereunder
shall be indebtedness of Sublessor to Sublessee payable on demand. If all such
indebtedness of Sublessor is not fully paid within 30 days after demand,
Sublessee may elect (i) to deduct such amount from rent subsequently becoming
due hereunder, (ii) terminate this Sublease upon thirty (30) calendar days
notice to Sublessor (unless Sublessor shall cure such default) or (iii) extend
this Sublease the same covenants and conditions and herein provided until such
indebtedness is fully paid by application to rents.
14.2. Default by Lessee. If Sublessee shall fail to-make or perform
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any payment or act required by this Sublease, then Sublessor may (but need not),
make such payment or perform such act for the account of Sublessee. All amounts
so paid by Sublessor, and all incidental costs and expenses (including
attorneys' fees) incurred in connection with such payment or performance,
together with interest thereon at the maximum legal rate, or if no such rate is
established at the rate 12% per annum from the date of the making of such
payment or of the incurring of such costs and expenses, shall be paid by
Sublessee to Sublessor on demand.
ARTICLE XV
MISCELLANEOUS
15.1. Notices. All notices, demands, requests, consents, approvals,
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offers, statements, and other instruments or communications required or
permitted to be given hereunder shall be in writing and shall be deemed to have
been given when delivered, or when mailed by first class registered or certified
mail, postage prepaid, and addressed as follows:
If to Sublessor:
Xxxxx X. Xxxxxxx
The Advisory Board Company
000 Xxx Xxxxxxxxx Xxxxxx, XX
Xxxxxxxxxx, X.X. 00000
If to Sublessee:
Xxxx X. Xxxxxxx
The Corporate Advisory Board Company
000 Xxx Xxxxxxxxx Xxxxxx, XX
Xxxxxxxxxx, X.X. 00000
15.2. Amendments; Entire Agreement. This Sublease may not be
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amended, modified, or terminated, nor may any obligation hereunder be waived
orally, and no such amendment, modification, termination, or waiver shall be
effective for any purpose unless it is in
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writing, signed by the party against whom enforcement thereof is sought. This
Sublease is intended by the parties to be an entire, complete and integrated
statement of all their respective rights, obligations and remedies with respect
to the subject matter of this Sublease. All prior and contemporaneous oral or
written statements, representations, warranties or agreements are superseded and
merged in this Sublease.
15.3. Severability. If any provisions of this Sublease or any
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application thereof shall be invalid or unenforceable, the remainder of this
Sublease and any other application of such provision shall not be affected
thereby.
15.4. Binding Effect. This Sublease shall be binding upon and inure
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to the benefit of and be enforceable by the respective successors and assigns of
the parties hereto.
15.5. Captions. The table of contents, the Article headings, and the
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Section headings are for convenience of reference only and shall not limit or
otherwise affect the meaning hereof.
15.6. Counterparts. This Sublease may be executed in counterparts,
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each of which shall constitute an original and all of which shall be one and the
same document.
15.7. Governing Law. This Sublease shall be governed by and
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construed in accordance with the laws of the District of Columbia.
15.8. Relationship of Parties. Sublessor and Sublessee shall not be
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considered or deemed to be joint venturers or partners and neither shall have
the power to bind or obligate the other except as set forth herein.
15.9. Default of Lessor's Trustee. In the event the Sublessor is
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involved in any bankruptcy or insolvency proceedings and the Sublessor or the
Sublessor's trustee or receiver fails to perform any of the Sublessor's
obligations under this Sublease with the result that Sublessee is unable to use
the Premises for Sublessee's intended use, Sublessee shall have the option to
terminate this Sublease.
15.10. Construction. All terms used in this Sublease, regardless of
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the number or gender in which they are used, shall be deemed and construed to
include any other number, singular or plural, and any other gender, masculine,
feminine, neuter, as the context or sense of this Sublease or any section,
subsection, or clause herein may require as if such terms had been fully and
properly written in such number or gender.
15.11. Subordination to Xxxxxxxxx. This Sublease is and shall remain
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subject to the terms of the Xxxxxxxxx.
15.12. Exculpation. Nothing herein shall be construed to impose any
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liability on the officers, directors or shareholders of Sublessee and
Sublessor's sole recourse under this Sublease (absent fraud or willful
misconduct by such officers, directors or shareholders) shall be against
Sublessee and the assets of Sublessee.
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IN WITNESS WHEREOF, the parties have caused this Sublease to be
executed by their respective duly authorized officers as of the 21st day of
July, 1998.
THE ADVISORY BOARD COMPANY, SUBLESSOR
By:__________________________________
Name:
Title:
THE CORPORATE EXECUTIVE BOARD COMPANY, LESSEE
By:____________________________________
Name:
Title:
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ATTACHMENT A
PREMISES DESCRIBED
Location in Xxxxxxxxx Premises
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Portion of Lobby level
Portion of Third floor
Portion of Sixth floor
Portion of Eighth floor
100% of Ninth Floor
Total Square Feet -54,5000
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