{"id":40425,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/secured-promissory-note-edison-schools-inc-and-h-christopher.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"secured-promissory-note-edison-schools-inc-and-h-christopher","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/secured-promissory-note-edison-schools-inc-and-h-christopher.html","title":{"rendered":"Secured Promissory Note &#8211; Edison Schools Inc. and H. Christopher Whittle"},"content":{"rendered":"<pre>                             SECURED PROMISSORY NOTE\n\n                                                                  April 13, 2000\n$1,248,450                                                    New York, New York\n\n\nFOR VALUE RECEIVED, H. Christopher Whittle (the \"Maker\") promises to pay to\nEdison Schools Inc., a Delaware corporation (the \"Company\"), or order, at the\noffices of the Company or at such other place as the holder of this Note may\ndesignate, the principal sum of One Million Two Hundred Forty-Eight Thousand and\nFifty Dollars ($1,248,450), together with interest on the unpaid principal\nbalance of this Note from time to time outstanding equal to the higher at any\ntime of the prime rate in effect from time to time or the highest rate actually\npaid by the Company on the Company's outstanding line of credit, bank financing,\ndebentures or similar debt (excluding debt incurred through equipment\nfinancing), if any, from time to time. The term \"prime rate\" at any time shall\nmean the rate of interest then most recently announced by Chase Manhattan Bank\nas its prime rate. Principal and accrued interest shall be due and payable in\nfull on April 12, 2005.\n\n\nInterest on this Note shall be computed on the basis of a year of 365 days for\nthe actual number of days elapsed. All payments by the Maker under this Note\nshall be in immediately available funds.\n\n\nPayment of this Note is secured by a security interest in certain property of\nthe Maker pursuant to a pledge agreement dated as of November 15, 1999, as\namended on the date hereof, between the Maker and the Company (the \"Pledge\nAgreement\").\n\n\nThe Maker's obligations under this Note shall be recourse solely to the Maker's\ninterest in the Collateral (as defined in the Pledge Agreement).\n\n\nThis Note shall become immediately due and payable without notice or demand upon\nthe occurrence at any time of any of the following events of default\n(individually, \"an Event of Default\" and collectively, \"Events of Default\"):\n\n\n      (1)   the institution against the Maker or any indorser or guarantor of\n            this Note of any proceedings under the United States Bankruptcy Code\n            or any other federal or state bankruptcy, reorganization,\n            receivership, insolvency or other similar law affecting the rights\n            of creditors generally, which proceeding is not dismissed within\n            thirty (30) days of filing;\n\n\n      (2)   the institution by the Maker or any indorser or guarantor of this\n            Note of any proceedings under the United States Bankruptcy Code or\n            any other federal or state bankruptcy, reorganization, receivership,\n            insolvency or other similar law affecting the rights of creditors\n            generally or the making by the Maker or any indorser or guarantor of\n            this Note of a composition or an assignment or trust mortgage for\n            the benefit of creditors;\n\n\n                                      \n   2\n      (3)   the occurrence of any event of default under the Pledge Agreement;\n            or\n\n\n      (4)   if the Maker dies or becomes incapacitated, or if a conservator or\n            guardian of the Maker is appointed, or if the Maker suffers any\n            other legal disability.\n\n\nUpon the occurrence of an Event of Default, the holder shall have then, or at\nany time thereafter, all of the rights and remedies afforded by the Uniform\nCommercial Code as from time to time in effect in the State of New York or\nafforded by other applicable law.\n\n\nEvery amount overdue under this Note shall bear interest from and after the date\non which such amount first became overdue at an annual rate which is two (2)\npercentage points above the rate per year specified in the first paragraph of\nthis Note. Such interest on overdue amounts under this Note shall be payable on\ndemand and shall accrue and be compounded monthly until the obligation of the\nMaker with respect to the payment of such interest has been discharged (whether\nbefore or after judgment).\n\n\nIn no event shall any interest charged, collected or reserved under this Note\nexceed the maximum rate then permitted by applicable law and if any such payment\nis paid by the Maker, then such excess sum shall be credited by the holder as a\npayment of principal.\n\n\nAll payments by the maker under this Note shall be made without set-off or\ncounterclaim and be free and clear and without any deduction or withholding for\nany taxes or fees of any nature whatever, unless the obligation to make such\ndeduction or withholding is imposed by law. The Maker shall pay and save the\nholder harmless from all liabilities with respect to or resulting from any delay\nor omission to make any such deduction or withholding required by law.\n\n\nWhenever any amount is paid under this Note, all or part of the amount paid may\nbe applied to principal, premium or interest in such order and manner as shall\nbe determined by the holder in its discretion.\n\n\nNo reference in this Note to the Pledge Agreement or any guaranty or other\ndocument shall impair the obligation of the Maker to pay all amounts under this\nNote strictly in accordance with the terms of this Note.\n\n\nThe Maker agrees to pay on demand all costs of collection, including reasonable\nattorney's fees, incurred by the holder in enforcing the obligations of the\nMaker under this Note.\n\n\nNo delay or omission on the part of the holder in exercising any right under\nthis Note or the Pledge Agreement shall operate as a waiver of such right or of\nany other right of such holder, nor shall any delay, omission or waiver on any\none occasion be deemed a bar to or waiver of the same or any other right on any\nfuture occasion. The Maker and every indorser or guarantor of this Note\nregardless of the time, order or place of signing waives presentment, demand,\nprotest and notices of every kind and assents to any extension or postponement\nof the time of payment or any other indulgence, to any substitution,\n\n                                       2\n   3\nexchange or release of collateral, and to the addition or release of any other\nparty or person primarily or secondarily liable.\n\n\nThis Note may be prepaid in whole or in part at any time or from time to time by\nthe Maker. Any such prepayment shall be without premium or penalty.\n\n\nNone of the terms or provisions of this Note may be excluded, modified or\namended except by a written instrument duly executed on behalf of the holder\nexpressly referring to this Note and setting forth the provision so excluded,\nmodified or amended.\n\n\nAll rights and obligations hereunder shall be governed by the laws of the State\nof New York and this Note is executed as an instrument under seal.\n\n\nIN WITNESS WHEREOF, this Note has been executed by an authorized representative\nof the undersigned as of the date first written above.\n\n\n\n\n\/s\/   H. Christopher Whittle  \n\nH. Christopher Whittle\n\n\n\n                                      -3-\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7412],"corporate_contracts_industries":[],"corporate_contracts_types":[9539,9544],"class_list":["post-40425","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-edison-schools-inc","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40425","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40425"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40425"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40425"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40425"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}