Exhibit 10.57
AMENDED AND RESTATED SECURED PROMISSORY NOTE
$3,400,000 Date: October 1, 2001
FOR VALUE RECEIVED, Princeton Review Publishing, L.L.C., a Delaware limited
liability company (the "Borrower"), hereby promises to pay to the order of
Comdisco, Inc., a Delaware corporation or the holder of this Note (the "Lender")
at P.O. Box 91744, Chicago, IL 60693 or such other place of payment as the
holder of this Amended and Restated Promissory Note (this "Note") may specify
from time to time in writing, in lawful money of the United States of America,
the principal amount of Three Million Four Hundred Thousand and 00/100 Dollars
($3,400,000) together with interest at six and one-quarter percent (6.25%) per
annum, from the date of this Note to the Maturity Date. Borrower shall make
twenty-four (24) equal payments of principal and accrued interest on the
outstanding principal amount of the Loan in the amount of $151,073.37 each, as
set forth on the payment schedule attached hereto as Exhibit A, on the first day
of each month ("Payment Date"), commencing November 1, 2001, through and
including October 1, 2003. Interest shall be computed on the basis of a year
consisting of twelve months of thirty days each. Any payments made under this
Note shall not be available for reborrowing.
This Note is the "Restated Note" referred to in, and is executed and
delivered in connection with, that certain Amended and Restated Loan and
Security Agreement dated October 1, 2001, by and between Borrower and Lender (as
the same may from time to time be amended, modified or supplemented in
accordance with its terms, the "Loan Agreement"), and is entitled to the benefit
and security of the Loan Agreement and the other Loan Documents (as defined in
the Loan Agreement), to which reference is made for a statement of all of the
terms and conditions thereof. All terms defined in the Loan Agreement shall have
the same definitions when used herein, unless otherwise defined herein.
This Note shall amend and restate in its entirety, the following
(collectively, the "Embark Notes"): (a) that certain Subordinated Promissory
Note dated March 27, 2000, executed by Xxxxxx in favor of Lender in the original
principal amount of $3,000,000; and (b) that certain Subordinated Promissory
Note dated April 7, 2000, executed by Embark in favor of Xxxxxx in the original
principal amount of $2,000,000, and this Note shall fully supersede the
provisions of the Embark Notes. The Lender, for itself, its successors and
assigns, covenants and agrees that, to the extent that there is an event of
default under any Future Indebtedness, the payment of the principal of and
interest on this Note may be subordinated in right of payment to the prior
payment in full of any Future Indebtedness to the extent set forth in the
documentation that reflects the parties' rights and obligations under the Future
Indebtedness
Borrower waives presentment and demand for payment, notice of dishonor,
protest and notice of protest under the UCC or any applicable law.
[Remainder of Page Intentionally Left Blank]
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This Note has been negotiated and delivered to Lender and is payable in the
State of Illinois. This Note shall be governed by and construed and enforced in
accordance with, the laws of the State of Illinois, excluding any conflicts of
law rules or principles that would cause the application of the laws of any
other jurisdiction.
BORROWER: PRINCETON REVIEW PUBLISHING, L.L.C.
Signature: /s/ Xxxx Xxxxxxx
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Print Name: Xxxx Xxxxxxx
Title: President
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EXHIBIT A
AMORTIZATION SCHEDULE
