Edison Schools Inc Sample Contracts

Edison Schools Inc – INDEPENDENT CONTRACTOR AGREEMENT (September 29th, 2003)

EXHIBIT 10.27 INDEPENDENT CONTRACTOR AGREEMENT THIS INDEPENDENT CONTRACTOR AGREEMENT (the "Agreement") is made and entered into this 1st day of October 2002, by and between Edison Schools Inc. a Delaware corporation whose current business address is: 521 5th Avenue, 11th Floor, NY, NY 10175 ("Edison"); and EMPOWERMENT MINISTRIES (hereinafter referred to as the "Contractor"). WHEREAS, the Company desires to retain the Contractor to provide certain services on behalf or for the benefit of the Company; and WHEREAS, the Contractor desires to be retained by the Company and render certain services described below to the Company in connection with the business of the Company; and WHEREAS, the parties desire to set forth the terms and conditions under which the Contractor shall provide the services described below. NOW, THEREFORE, in consideration of the mutual prom

Edison Schools Inc – AGREEMENT RELATING TO JOINT FILING OF SCHEDULE 13D (July 22nd, 2003)

EXHIBIT 4 AGREEMENT RELATING TO JOINT FILING OF SCHEDULE 13D In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13D by amending the Schedule 13D filed by H. Christopher Whittle (including any and all amendments thereto) with respect to the shares of Class A Common Stock, $0.01 par value, of Edison Schools Inc., and further agree that this Joint Filing Agreement be included as an Exhibit thereto. Dated: July 21, 2003 By: H. CHRISTOPHER WHITTLE /s/ H. Christopher Whittle --------------------------------------------- H. Christopher Whittle By: CHRISTOPHER D. CERF /s/ Christopher D. Cerf

Edison Schools Inc – AGREEMENT AND PLAN OF MERGER (July 14th, 2003)

EXECUTION COPY ================================================================================ EDISON SCHOOLS INC. SHAKESPEARE ACQUISITION LLC and SHAKESPEARE ACQUISITION CORPORATION AGREEMENT AND PLAN OF MERGER Dated as of July 13, 2003 ================================================================================ TABLE OF CONTENTS ARTICLE I. DEFINITIONS Section 1.01. General Definitions Section 1.02. Generic Terms ARTICLE II. THE MERGER Section 2.01. The Merger Section 2.02. Closing Section 2.03. Effective Time Section 2.04. Effects of the Merger Sectio

Edison Schools Inc – 1999 STOCK INCENTIVE PLAN, AS AMENDED (November 14th, 2002)

Exhibit 10.1 EDISON SCHOOLS INC. 1999 STOCK INCENTIVE PLAN, AS AMENDED 1. Purpose The purpose of this 1999 Stock Incentive Plan (the "Plan") of Edison Schools Inc., a Delaware corporation (the "Company"), is to advance the interests of the Company's stockholders by enhancing the Company's ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing such persons with equity ownership opportunities and performance-based incentives and thereby better aligning the interests of such persons with those of the Company's stockholders. Except where the context otherwise requires, the term "Company" shall include any of the Company's present or future subsidiary corporations as defined in Section 424(f) of the Internal Revenue Code of 1986, as amended, and any regulations promulgated

Edison Schools Inc – ALLONGE TO PROMISSORY NOTE (November 14th, 2002)

Exhibit 10.3 ALLONGE TO PROMISSORY NOTE This instrument is an Allonge to Promissory Note, entered into as of the 13th day of February, 2002, by and between the undersigned, Benno C. Schmidt, Jr. (the "Maker"), and EDISON SCHOOLS INC. (successor to THE EDISON PROJECT L.P.), a Delaware corporation (the "Lender"). WITNESSETH: Reference is hereby made to that certain promissory note dated June 5, 1992 executed by the Maker in favor of the Lender in the original principal amount of $1,600,000, as amended by those certain Letter Agreements dated March 15, 1995, May 1, 1996, March 1, 1997 and December 15, 1997 and that certain Allonge to Promissory Note dated as of October 5, 1999 (the "Note"). NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Maker and the Lender

Edison Schools Inc – CREDIT AND SECURITY AGREEMENT (November 14th, 2002)

EXHIBIT 10.02 EXECUTION COPY ================================================================================ $35,000,000 CREDIT AND SECURITY AGREEMENT dated as of October 31, 2001 between EDISON RECEIVABLES COMPANY LLC, as Borrower and MERRILL LYNCH MORTGAGE CAPITAL INC., as Lender ================================================================================ CREDIT AND SECURITY AGREEMENT, dated as of October 31, 2001 (as modified, supplemented or amended from time to time, the "Agreement"), between EDISON RECEIVABLES COMPANY LLC, a Delaware limited l

Edison Schools Inc – PURCHASE AND CONTRIBUTION AGREEMENT (November 14th, 2002)

EXHIBIT 10.01 EXECUTION COPY -------------------------------------------------------------------------------- PURCHASE AND CONTRIBUTION AGREEMENT between EDISON SCHOOLS INC. as Seller and Servicer, and EDISON RECEIVABLES COMPANY LLC, as Buyer Dated as of October 31, 2001 -------------------------------------------------------------------------------- PURCHASE AND CONTRIBUTION AGREEMENT This PURCHASE AND CONTRIBUTION AGREEMENT, dated as of October 31, 2001 (as amended, supplemented or otherwise modified and in effect from time to time, this "Agreement"), made by and

Edison Schools Inc – INDEMNIFICATION AGREEMENT DATED AS OF OCTOBER 28, 2002 BETWEEN (November 14th, 2002)

Exhibit 10.55 INDEMNIFICATION AGREEMENT DATED AS OF OCTOBER 28, 2002 BETWEEN EDISON SCHOOLS INC. ("EDISON"), AND LOWELL W. ROBINSON ("INDEMNITEE") WHEREAS, the Board of Directors has determined that the inability to attract and retain qualified persons as directors and officers is detrimental to the best interests of Edison's stockholders and that Edison should act to assure such persons that there will be adequate certainty of protection through insurance and indemnification against risks of claims and actions against them arising out of their service to and activities on behalf of Edison; and WHEREAS, Edison has adopted provisions in its Bylaws providing for indemnification of its officers and directors to the fullest extent permitted by applicable law, and Edison wishes to clarify and enhance the rights and obligations of Edison

Edison Schools Inc – PLEDGE AGREEMENT (September 30th, 2002)

Exhibit 10.37 PLEDGE AGREEMENT PLEDGE AGREEMENT dated as of July 31, 2002 (the "Agreement") by EDISON SCHOOLS INC. ("Pledgor") in favor of EDISON RECEIVABLES COMPANY LLC ("Pledgee"). WHEREAS, the parties hereto have entered into that certain Purchase Agreement dated as of October 31, 2001 (the "Original Purchase Agreement"); WHEREAS, pursuant to the Original Purchase Agreement, the Pledgor has certain obligations to the Pledgee, including the obligation to sell, from time to time, Receivables to the Pledgee; WHEREAS, Pledgor wishes to induce Pledgee to purchase additional Receivables and to extend the existing commitment under the Original Purchase Agreement; WHEREAS, the parties have agreed to enter into that certain Amended and Restated Purchase and Contribution Agreement of even date herewith (the "Purchase Agreement") condition

Edison Schools Inc – CREDIT AND SECURITY AGREEMENT (September 30th, 2002)

Exhibit 10.45 $20,000,000 CREDIT AND SECURITY AGREEMENT dated as of July 31, 2002 among EDISON SCHOOLS INC., as Borrower, SCHOOL SERVICES LLC, as Lender, 110th and 5th ASSOCIATES, LLC, as a Guarantor, and BAYARD RUSTIN CHARTER SCHOOL, LLC, as a Guarantor TABLE OF CONTENTS PAGE

Edison Schools Inc – PURCHASE AND CONTRIBUTION AGREEMENT (September 30th, 2002)

Exhibit 10.35 EXECUTION COPY AMENDED AND RESTATED PURCHASE AND CONTRIBUTION AGREEMENT between EDISON SCHOOLS INC. as Seller and Servicer, and EDISON RECEIVABLES COMPANY LLC, as Buyer Dated as of July 31, 2002 TABLE OF CONTENTS PAGE ARTICLE I DEFINITIONS .............................................................

Edison Schools Inc – CLASS A COMMON STOCK PURCHASE WARRANT (September 30th, 2002)

Exhibit 10.40 NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION. NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY BE TRANSFERRED IN VIOLATION OF SUCH ACT OR SECURITIES LAWS, THE RULES AND REGULATIONS PROMULGATED UNDER SUCH ACT OR SECURITIES LAWS OR THE PROVISIONS OF THIS WARRANT. EDISON SCHOOLS INC. CLASS A COMMON STOCK PURCHASE WARRANT Date of Issuance: July 31, 2002 2,152,959 Shares For value received, Edison Schools Inc., a Delaware corporation (the "Company"), hereby grants to Merrill Lynch Mortgage Capital Inc., and to its respective transferees and assigns, subject to the provisions set forth herein, the right to purchase fr

Edison Schools Inc – GUARANTY (September 30th, 2002)

Exhibit 10.48 GUARANTY THIS GUARANTY (this "Guaranty") is made as of the 31st day of July, 2002, by BAYARD RUSTIN CHARTER SCHOOL, LLC, a Florida limited liability company (the "Guarantor"), in favor of SCHOOL SERVICES LLC, a Delaware limited liability company (the "Lender"). WITNESSETH: WHEREAS, Lender, pursuant to the terms of that certain Credit and Security Agreement (as amended from time to time the "Credit Agreement"), dated as of the date hereof by and among Lender, Guarantor, Edison Schools Inc. ("Borrower"), and 110th and 5th Associates, LLC, a New York limited liability company, is making a term loan to Borrower in the original principal amount of Ten Million and 00/100 Dollars ($10,000,000.00) (the "Term Loan"); and WHEREAS, the Term Loan is evidenced by that certain Term Note (the "Term Note"), dated as of

Edison Schools Inc – AGREEMENT OF ISSUANCE (September 30th, 2002)

Exhibit 10.38 AGREEMENT OF ISSUANCE This Agreement of Issuance (the "Agreement") dated as of July 31, 2002 made by and between EDISON SCHOOLS INC., a Delaware corporation ("Edison"), and EDISON RECEIVABLES COMPANY LLC, a Delaware limited liability company ("ERC"). RECITALS: WHEREAS, Edison and ERC desire to (i) enter into the Amended and Restated Purchase and Contribution Agreement (the "A&R Purchase Agreement"), which amends and restates the Purchase and Contribution Agreement dated as of October 31, 2001, pursuant to which Edison will continue the sale and contribution to ERC of Edison's accounts receivable arising from management contracts (including summer school contracts) in the ordinary course of business (the "Receivables") and (ii) enter into a pledge agreement (the "Pledge Agreement"), pursuant to which Edison will gr

Edison Schools Inc – PLEDGE AGREEMENT (September 30th, 2002)

Exhibit 10.46 PLEDGE AGREEMENT PLEDGE AGREEMENT dated as of July 31, 2002 (this "Agreement"), by EDISON SCHOOLS INC. ("Pledgor") in favor of SCHOOL SERVICES LLC ("Pledgee"). WHEREAS, the parties hereto have entered into that certain Credit and Security Agreement dated as of even date herewith among Pledgor, as borrower, Pledgee, as lender, 110th and 5th Associates, LLC, as a guarantor, and Bayard Rustin Charter School, LLC, as a guarantor (as the same may be amended, supplemented, restated, replaced or otherwise modified from time to time, the "Credit Agreement"); WHEREAS, Pledgor has requested Pledgee to make certain revolving loans and a term loan to Pledgor under the Credit Agreement, and Pledgee is prepared to make such loans upon the terms and subject to the conditions of the Credit Agreement; WHEREAS,

Edison Schools Inc – ALLONGE TO PROMISSORY NOTE (September 30th, 2002)

Exhibit 10.15.2 ALLONGE TO PROMISSORY NOTE This instrument is an Allonge to Promissory Note, entered into as of the 28th day of June, 2002, by and between the undersigned, Benno C. Schmidt, Jr. (the "Maker"), and EDISON SCHOOLS INC. (successor to THE EDISON PROJECT L.P.), a Delaware corporation (the "Lender"). WITNESSETH: Reference is hereby made to that certain promissory note dated January 23, 1996 executed by the Maker in favor of the Lender in the original principal amount of $200,000, as amended by those certain Letter Agreements dated March 1, 1997 and December 15, 1997 and those certain Allonges to Promissory Note dated as of October 5, 1999 and February 12, 2002 (the "Note"). NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Maker and the Lender hereby

Edison Schools Inc – GUARANTY (September 30th, 2002)

Exhibit 10.47 GUARANTY THIS GUARANTY (this "Guaranty") is made as of the 31st day of July, 2002, by 110th and 5th ASSOCIATES, LLC, a New York limited liability company (the "Guarantor"), in favor of SCHOOL SERVICES LLC, a Delaware limited liability company (the "Lender"). WITNESSETH: WHEREAS, Lender, pursuant to the terms of that certain Credit and Security Agreement (as amended from time to time the "Credit Agreement"), dated as of the date hereof by and among Lender, Guarantor, Edison Schools Inc. ("Borrower"), and Bayard Rustin Charter School, LLC, a Florida limited liability company, is making a term loan to Borrower in the original principal amount of Ten Million and 00/100 Dollars ($10,000,000.00) (the "Term Loan"); and WHEREAS, the Term Loan is evidenced by that certain Term Note (the "Term Note"), dated as of

Edison Schools Inc – CREDIT AND SECURITY AGREEMENT (September 30th, 2002)

Exhibit 10.36 EXECUTION COPY $55,000,000 AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT dated as of July 31, 2002 between EDISON RECEIVABLES COMPANY LLC, as Borrower THE LENDERS PARTY HERETO and MERRILL LYNCH MORTGAGE CAPITAL INC., as Agent EXHIBITS EXHIBIT A Form of Promissory Note EXHIBIT B Form of Borrowing Notice EXHIBIT C Form of Tranche Selection Notice EXHIBIT D Forms of Borrowing Base Report EXHIBIT E Form of Mon

Edison Schools Inc – CLASS A COMMON STOCK PURCHASE WARRANT (September 30th, 2002)

Exhibit 10.44 NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION. NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY BE TRANSFERRED IN VIOLATION OF SUCH ACT OR SECURITIES LAWS, THE RULES AND REGULATIONS PROMULGATED UNDER SUCH ACT OR SECURITIES LAWS OR THE PROVISIONS OF THIS WARRANT. EDISON SCHOOLS INC. CLASS A COMMON STOCK PURCHASE WARRANT Date of Issuance: July 31, 2002 8,079,579 Shares For value received, Edison Schools Inc., a Delaware corporation (the "Company"), hereby grants to School Services LLC, and to its respective transferees and assigns, subject to the provisions set forth herein, the right to purchase from the Company a

Edison Schools Inc – CLASS A COMMON STOCK PURCHASE WARRANT (September 30th, 2002)

Exhibit 10.42 NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION. NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY BE TRANSFERRED IN VIOLATION OF SUCH ACT OR SECURITIES LAWS, THE RULES AND REGULATIONS PROMULGATED UNDER SUCH ACT OR SECURITIES LAWS OR THE PROVISIONS OF THIS WARRANT. EDISON SCHOOLS INC. CLASS A COMMON STOCK PURCHASE WARRANT Date of Issuance: July 31, 2002 478,435 Shares For value received, Edison Schools Inc., a Delaware corporation (the "Company"), hereby grants to School Services LLC, and to its respective transferees and assigns, subject to the provisions set forth herein, the right to purchase from the Company at a

Edison Schools Inc – EMPLOYMENT AGREEMENT (September 30th, 2002)

EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is made as of the 1st day of October, 2002 by and between Edison Schools Inc., a Delaware corporation with offices located at 521 Fifth Avenue, New York, New York 10175 (referred to hereinafter as the "Employer" or "Company") and Charles J. Delaney, an individual residing at One Inwood Road, Darien, Connecticut 06820 (referred to hereinafter as the "Executive"). W I T N E S S E T H : ------------------- WHEREAS, the Employer desires to employ the Executive, and the Executive desires to be employed by the Employer, upon the terms and conditions hereof; NOW THEREFORE, in consideration of the foregoing promises and of the covenants and agreements hereinafter contained, the parties hereto agree as follows: 1. EMPLOYMENT. The Employer hereby employs the Executive, and the Executive hereby accepts e

Edison Schools Inc – WARRANT AGREEMENT (September 30th, 2002)

Exhibit 10.41 EXECUTION COPY WARRANT AGREEMENT BETWEEN EDISON SCHOOLS INC., AND SCHOOL SERVICES LLC WARRANT AGREEMENT DATED AS OF JULY 31, 2002 COUDERT BROTHERS LLP 1114 AVENUE OF THE AMERICAS NEW YORK, NEW YORK 10036-7703 TABLE OF CONTENTS PAGE ---- SECTION 1

Edison Schools Inc – WARRANT AGREEMENT (September 30th, 2002)

Exhibit 10.43 EXECUTION COPY WARRANT AGREEMENT BETWEEN EDISON SCHOOLS INC., AND SCHOOL SERVICES LLC WARRANT AGREEMENT DATED AS OF JULY 31, 2002 COUDERT BROTHERS LLP 1114 AVENUE OF THE AMERICAS NEW YORK, NEW YORK 10036-7703 TABLE OF CONTENTS PAGE SECTION 1. Purchase of t

Edison Schools Inc – WARRANT AGREEMENT (September 30th, 2002)

Exhibit 10.39 EXECUTION COPY WARRANT AGREEMENT BETWEEN EDISON SCHOOLS INC., AND MERRILL LYNCH MORTGAGE CAPITAL INC. WARRANT AGREEMENT DATED AS OF JULY 31, 2002 COUDERT BROTHERS LLP 1114 AVENUE OF THE AMERICAS NEW YORK, NEW YORK 10036-7703 TABLE OF CONTENTS PAGE Section 1. Purchase of the Warran

Edison Schools Inc – 1999 STOCK INCENTIVE PLAN, AS AMENDED (February 14th, 2002)

Exhibit 10.1 EDISON SCHOOLS INC. 1999 STOCK INCENTIVE PLAN, AS AMENDED 1. Purpose The purpose of this 1999 Stock Incentive Plan (the "Plan") of Edison Schools Inc., a Delaware corporation (the "Company"), is to advance the interests of the Company's stockholders by enhancing the Company's ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing such persons with equity ownership opportunities and performance-based incentives and thereby better aligning the interests of such persons with those of the Company's stockholders. Except where the context otherwise requires, the term "Company" shall include any of the Company's present or future subsidiary corporations as defined in Section 424(f) of the Internal Revenue Code of 1986, as amended, and any regulations promulgated

Edison Schools Inc – ALLONGE TO PROMISSORY NOTE (February 14th, 2002)

Exhibit 10.3 ALLONGE TO PROMISSORY NOTE This instrument is an Allonge to Promissory Note, entered into as of the 13th day of February, 2002, by and between the undersigned, Benno C. Schmidt, Jr. (the "Maker"), and EDISON SCHOOLS INC. (successor to THE EDISON PROJECT L.P.), a Delaware corporation (the "Lender"). WITNESSETH: Reference is hereby made to that certain promissory note dated June 5, 1992 executed by the Maker in favor of the Lender in the original principal amount of $1,600,000, as amended by those certain Letter Agreements dated March 15, 1995, May 1, 1996, March 1, 1997 and December 15, 1997 and that certain Allonge to Promissory Note dated as of October 5, 1999 (the "Note"). NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Maker and the Lender

Edison Schools Inc – PURCHASE AND CONTRIBUTION AGREEMENT (November 14th, 2001)

EXHIBIT 10.01 EXECUTION COPY -------------------------------------------------------------------------------- PURCHASE AND CONTRIBUTION AGREEMENT between EDISON SCHOOLS INC. as Seller and Servicer, and EDISON RECEIVABLES COMPANY LLC, as Buyer Dated as of October 31, 2001 -------------------------------------------------------------------------------- PURCHASE AND CONTRIBUTION AGREEMENT This PURCHASE AND CONTRIBUTION AGREEMENT, dated as of October 31, 2001 (as amended, supplemented or otherwise modified and in effect from time to time, this "Agreement"), made by and

Edison Schools Inc – CREDIT AND SECURITY AGREEMENT (November 14th, 2001)

EXHIBIT 10.02 EXECUTION COPY ================================================================================ $35,000,000 CREDIT AND SECURITY AGREEMENT dated as of October 31, 2001 between EDISON RECEIVABLES COMPANY LLC, as Borrower and MERRILL LYNCH MORTGAGE CAPITAL INC., as Lender ================================================================================ CREDIT AND SECURITY AGREEMENT, dated as of October 31, 2001 (as modified, supplemented or amended from time to time, the "Agreement"), between EDISON RECEIVABLES COMPANY LLC, a Delaware limited l

Edison Schools Inc – AGREEMENT AND PLAN OF MERGER BY AND AMONG EDISON SCHOOLS INC., ES FINANCING CORPORATION AND LEARNNOW, INC. JUNE 4, 2001 (July 17th, 2001)

This Agreement is entered into as of June 4, 2001 by and among Edison Schools Inc., a Delaware corporation (the “Buyer”), ES Financing Corporation, a Delaware corporation and a direct wholly-owned subsidiary of the Buyer (the “Transitory Subsidiary”), LearnNow, Inc., a Delaware corporation (the “Company”), and, for purposes of Sections 4.3(e) and 4.7 and Article VI, certain stockholders of the Company. The Buyer, the Transitory Subsidiary and the Company are referred to collectively herein as the “Parties.”

Edison Schools Inc – TERM LEASE MASTER AGREEMENT (September 28th, 2000)

1 Exhibit 10.45 IBM CREDIT CORPORATION TERM LEASE MASTER AGREEMENT Name and Address of Lessee: Agreement No.: 2706097 EDISON SCHOOLS 521 FIFTH AVE 15TH FLOOR Branch Office No.: EOU NEW YORK, NY 10001-0000 Branch Office Address: Customer No.: 2706097 27 COMMERCE DRIVE CRANFORD, NJ 07016 The Lessor under this Term Lease Master Agreement ("Agreement") is a) IBM Credit Corporation, a subsidiary of International Business Machines Corporation ("IBM"); b) a partnership in which IBM Credit Corporation is a partner; or c) a business enterprise for which IBM Credit Corporation is acting as agent ("Lessor"). The "Lessee" is the business entity indicated on the signature line below. Any Parent, Subsidiary or Affiliate of Lessee may enter into a Lease and/or Financing Transaction (each as defined

Edison Schools Inc – MASTER AGREEMENT TO LEASE EQUIPMENT (September 28th, 2000)

1 Exhibit 10.48 No._________ MASTER AGREEMENT TO LEASE EQUIPMENT THIS MASTER AGREEMENT TO LEASE EQUIPMENT (this "AGREEMENT") is entered into as of June 30, 2000 by and between CISCO SYSTEMS CAPITAL CORPORATION ("LESSOR"), having its principal place of business at 170 West Tasman Drive, Mailstop SJC2, 3rd Floor, San Jose, California 95134 and Edison Schools Inc, a Delaware Corporation, ("LESSEE"), having its principal place of business at 521 Fifth Ave., New York City, New York, 10175. 1. THE LEASE 1.1 LEASE OF EQUIPMENT. In accordance with the terms and conditions of this Agreement, Lessor shall lease to Lessee, and Lessee shall lease from Lessor, the personal property described in the lease schedule(s) (each, a "SCHEDULE") to be entered into from time to time into which

Edison Schools Inc – PAYMENT GUARANTY (September 28th, 2000)

1 Exhibit 10.54 PAYMENT GUARANTY THIS PAYMENT GUARANTY ("Guaranty") is made effective as of July 21, 2000, by and between EDISON SCHOOLS INC., a Delaware corporation ("Edison"), 521 Fifth Avenue, 15th Floor, New York, New York 10175, and KEYBANK NATIONAL ASSOCIATION, a national banking association (the "Bank"), 34 Main Street, Dayton, Ohio 45402. RECITALS A. Pursuant to the terms and conditions contained in a Loan Agreement dated July 21, 2000, between Alliance Edison LLC, a Delaware limited liability company (the "Company"), and Bank (the "Loan Agreement"), Bank has agreed to make the Company a construction loan in an amount not to exceed $1,620,000.00 (the "Loan") to assist the Company in constructing a charter school to be known as the Dayton View Academy (the "Improvements") upon a parcel of real estate containing approximately 5

Edison Schools Inc – MASTER DEVELOPMENT AGREEMENT (September 28th, 2000)

1 Exhibit 10.47 MASTER DEVELOPMENT AGREEMENT between EDISON SCHOOLS INC., as Agent for Certain Charter Holders and KSIXTEEN LLC, as Developer 2 TABLE OF CONTENTS Page ARTICLE 1 - DEFINED TERMS............................................... 1 ARTICLE 2 - APPOINTMENT AND TERM........................................ 4 2.1 Appointment................................................. 4 2.2 Term........................................................ 5 ARTICLE 3 - RELATIONSHIP................................................ 5 ARTICLE 4 - DEVELOPMENT PROCESS.....................

Edison Schools Inc – OPERATING AGREEMENT (September 28th, 2000)

1 Exhibit 10.49 LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF ALLIANCE EDISON LLC a Delaware limited liability company DATED AS OF July __, 2000 2 TABLE OF CONTENTS ARTICLE I. DEFINITIONS............................................. 1 ARTICLE II. ORGANIZATION........................................... 12 ARTICLE III. CAPITAL CONTRIBUTIONS/PERCENTAGE INTERESTS............ 14 ARTICLE IV. CAPITAL ACCOUNTS....................................... 16 ARTICLE V. ALLOCATIONS; ACCOUNTING; DISTRIBUTIONS.................. 16 ARTICLE VI. MANAG

Edison Schools Inc – FUNDRAISING AGREEMENT BETWEEN (September 28th, 2000)

1 Exhibit 10.46 FUNDRAISING AGREEMENT BETWEEN ALLIANCE FACILITIES MANAGEMENT, INC. AND EDISON SCHOOLS INC. THIS FUNDRAISING AGREEMENT is made and entered into as of the 23rd day of June, 2000 by and between Edison Schools Inc., a Delaware corporation ("Edison"), and Alliance Facilities Management, Inc. ("AFM"), a nonprofit corporation organized and existing under the laws of the State of Ohio. WITNESSETH: WHEREAS, Alliance Community Schools, Inc. ("ACS"), operates the Dayton Academy, located at 4401 Dayton-Liberty Road and plans to operate the Dayton View Academy, to be located at 500 Paul Laurence Dunbar Street (together, the "Community Schools"), both community schools in Dayton, Ohio that are independent of the Dayton City School District pursuant to Chapter 3314 of the Ohio Revised Code (the "Charter Law"); and WH