Unassociated Document


    EXHIBIT
      10.7

     

    PROMISSORY
      NOTE

    (TERM)
      

     

    
      	
              $200,000

            	
              April
                26,
                2007

            


    

     

    For
      Value Received,
      Camden
      Learning Corporation, a Delaware corporation (“Maker”),
      hereby unconditionally promises to pay to the order of Camden Learning, LLC,
      a
      Delaware limited liability company (“Lender”),
      in
      lawful money of the United States of America and in immediately available funds,
      the principal sum of TWO HUNDRED THOUSAND DOLLARS ($200,000) (the “Loan”)
      together with accrued and unpaid interest thereon, each due and payable on
      the
      dates and in the manner set forth below.

     

    1.
        Principal
      Repayment.
      The
      outstanding principal amount of the Loan shall be due and payable as soon as
      reasonably practicable upon the earliest to occur of (i) April 26, 2008, (ii)
      the date on which the Lender declares an Event of Default (as defined below)
      to
      have occurred and (iii) an initial public offering of the securities of the
      Maker (or any successor entity) to the public pursuant to an effective
      registration statement filed under the Securities Act of 1933, as amended (an
      “IPO”),
      (such
      date first to occur being referred to herein as the “Maturity
      Date”).
      This
      Note may be prepaid in whole or in part at any time without notice, premium
      or
      penalty.

     

    2.
        Interest
      Rate and Payments.
      The
      Maker promises to pay interest on the outstanding principal amount of the Loan
      at a per annum interest rate equal to 4.90% until paid in full. Interest shall
      accrue from the date hereof and all unpaid interest shall be due and payable
      on
      the Maturity Date. The Maker further promises to pay interest on the outstanding
      principal amount hereof from and after the Maturity Date, or during the
      continuance of an Event of Default (as defined below), at the rate set forth
      above plus five percent (5.0%), (or, if such rate exceeds the maximum rate
      permitted by law, then at such maximum rate permitted by law). Interest shall
      be
      calculated on the basis of a 365-day year for the actual number of days
      elapsed. 

     

    3.
        Place
      of Payment.
      All
      amounts payable hereunder shall be payable in immediately available funds at
      the
      office of the Lender, 500 East Pratt Street, Suite 1200, Baltimore, MD 21209,
      unless another place of payment shall be specified in writing by the
      Lender.

     

    4.
        Application
      of Payments.
      Payment
      on this Note shall be applied first to costs and expenses incurred in the
      collection of any sum due hereunder, then to accrued interest, and thereafter
      to
      the outstanding principal balance hereof. Any principal repayment or interest
      payment hereunder not paid when due, whether at stated maturity, by acceleration
      or otherwise, shall bear interest at the rate set forth in the third sentence
      of
      Section 2 hereof (or, if such rate exceeds the maximum rate permitted by law,
      then at such maximum rate permitted by law) until paid in full.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    5.
        Representations
      and Warranties. The
      Maker
      represents and warrants to the Lender that: 

     

    (a)
        the
      Maker
      is duly organized, validly existing, and in good standing under the laws of
      its
      jurisdiction of incorporation and is duly qualified and in good standing in
      every other jurisdiction where the nature of its business or the location or
      ownership of its properties requires such qualification; 

     

    (b)
        the
      Maker
      has the full corporate power and authority to execute and deliver this Note
      and
      to perform all of the obligations hereunder, and all necessary corporate action
      has been taken to execute and deliver this Note and to make the borrowings
      hereunder;

     

    (c)
        this
      Note
      constitutes the legal, valid, and binding obligations of the Maker, enforceable
      against the Maker in accordance with its terms, subject to applicable
      bankruptcy, insolvency, reorganization or similar laws generally affecting
      the
      enforcement of the rights of creditors; and

     

    (d)
        the
      execution, delivery and performance by the Maker of this Note do not (i) violate
      any provisions of the Maker’s Certificate of Incorporation, bylaws or any
      contract, agreement, law, regulation, order, decree or writ to which the Maker
      or any of its properties are subject, or (ii) require the consent or approval
      of
      any person, entity or authority, including, without limitation, any regulatory
      authority or governmental body of the United States of America or any state
      thereof or any political subdivision of any of the foregoing.

     

    6.
        Default.
      Each of
      the following events shall be an “Event
      of Default”
      hereunder:

     

    (a)
        the
      Maker
      fails to pay any of the principal, interest or any other amounts payable under
      this Note within five (5) business days following the date as the same becomes
      due and payable;

     

    (b)
        the
      Maker
      files any petition or action for relief under any bankruptcy, reorganization,
      insolvency or moratorium law or any other law for the relief of, or relating
      to,
      debtors, now or hereafter in effect, or seeks the appointment of a custodian,
      receiver, trustee (or other similar official) of the Maker or all or any
      substantial portion of the Maker’s assets, or makes any assignment for the
      benefit of creditors or takes any action in furtherance of any of the foregoing,
      or fails to generally pay its debts as they become due; or

     

    (c)
        an
      involuntary petition is filed, or any proceeding or case is commenced, against
      the Maker (unless such proceeding or case is dismissed or discharged within
      sixty (60) days of the filing or commencement thereof) under any bankruptcy,
      reorganization, arrangement, insolvency, adjustment of debt, liquidation or
      moratorium statute now or hereafter in effect, or a custodian, receiver,
      trustee, assignee for the benefit of creditors (or other similar official)
      is
      applied for, appointed for the Maker or to take possession, custody or control
      of any property of the Maker, or an order for relief is entered against the
      Maker in any of the foregoing. 

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    7.
        Remedies.
      Upon
      the
      occurrence and during the continuance of an Event of Default
      hereunder:

     

    (a)
        all
      unpaid principal, accrued interest and other amounts owing hereunder shall,
      at
      the option of the Lender, and, in the case of an Event of Default pursuant
      to
Section
      6 (b)
      or
(c)
      above,
      automatically, be immediately due, payable and collectible by the Lender
      pursuant to applicable law;

     

    (b)
        any
      and
      all unpaid principal, interest or other amounts due under this Note shall
      thereafter bear interest at the maximum rate set forth in the third sentence
      of
      Section 2 hereof; and

     

    (c)
        the Lender
      may exercise any and all rights and remedies it may have under this Note or
      under applicable law.

     

    All
      rights and remedies shall be cumulative and not exclusive. The failure of the
      holder hereof to exercise all or any of its rights, remedies, powers or
      privileges hereunder or any other agreement or applicable law in any instance
      shall not constitute a waiver thereof in that or any other
      instance.

     

    8.
        Expenses.
      The
      Maker agrees to and shall pay to the Lender on demand, any and all expenses,
      including, without limitation, reasonable attorney’s fees and disbursements,
      incurred or paid by the Lender for collection or enforcement of amounts
      outstanding hereunder.

     

    9.
        Waivers.
      The
      Maker, for itself and its legal representatives, successors and assigns, hereby
      expressly waives demand, protest, presentment, notice of dishonor, notice of
      acceptance, and notice of protest, and all other demands and notices in
      connection with the delivery, acceptance, performance, default or enforcement
      of
      this Note and agrees that any extension, renewal or postponement of the time
      of
      payment or any other indulgence to, or release of any person now or hereafter
      obligated for the payment of this Note shall not affect the Maker’s liability
      hereunder.

     

    10.
        Governing
      Law. This
      Note
      shall be governed by, and construed in accordance with, the laws (and not the
      laws of conflict) of the State of Delaware. 

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    11.
        Successors
      and Assigns.
      This
      Note and all obligations of the Maker hereunder shall be binding upon the
      successors and assigns of the Maker, and shall, together with the rights and
      remedies of the Lender hereunder, inure to the benefit of the Lender, any future
      holder of this Note and their respective successors and assigns, provided,
      however, the Maker may not transfer or assign its rights or obligations
      hereunder without the express written consent of the Lender, and any purported
      transfer or assignment by the Maker without the Lender’s written consent shall
      be null and void. The Lender may assign, transfer, participate or endorse its
      rights under this Note without the consent or approval of the Maker, and all
      such rights shall inure to the Lender’s successors and assigns. No sales of
      participations, other sales, assignments, transfers, endorsements or other
      dispositions of any rights hereunder or any portion thereof or interest therein
      shall in any manner affect the obligations of the Maker under this Note. Upon
      request, the Maker shall, at its own expense, execute and deliver to the
      assignee of this Note, a replacement Note of equal and like tenor in an amount
      assigned to and assumed by such assignee.

     

    12.
        Entire
      Agreement; Amendments; Invalidity.
      This
      Note constitutes the entire agreement and understanding of the parties, and
      supercedes and replaces in its entirety any prior discussions, agreements,
      etc.,
      all of which are merged herein and therein. None of the terms of this Note
      may
      be amended or otherwise modified except by an instrument executed by each of
      the
      Maker and the Lender. If any term of this Note shall be held to be invalid,
      illegal or unenforceable, the validity of all other terms hereof shall in no
      way
      be affected thereby, and this Note shall be construed and be enforceable as
      if
      such invalid, illegal or unenforceable term had not been included
      herein.

     

    
      
        
        

      

      
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      IN
        WITNESS
        WHEREOF,
        this
        Note has been duly executed as an instrument under seal as of the date first
        set
        forth above.

    

     

    
      CAMDEN
        LEARNING CORPORATION

      


      
        	
                By:

              	
                /s/
                  David L. Warnock

              	
                 

              
	
                 

              	
                
                  

                

                Name:
                  David L. Warnock

              	
                 

              
	
                 

              	
                Title:
                  President and Chief Executive Officer

              	
                 

              
	
                 

              	
                 

              	
                 

              
	
                CAMDEN
                  PARTNERS STRATEGIC FUND III, L.P.

              	
                 

              
	
                 

              	
                 

              	
                 

              
	
                By:

              	
                Camden
                  Partners Strategic III, LLC

              	
                 

              
	
                 

              	
                Its
                  General Partner

              	
                 

              
	
                 

              	
                 

              	
                 

              
	
                By:

              	
                Camden
                  Partners Strategic Manager, LLC

              	
                 

              
	
                 

              	
                Its
                  Managing Member

              	
                 

              
	
                 

              	
                 

              	
                 

              
	
                By:

              	
                /s/
                  Donald W. Hughes

              	
                 

              
	
                 

              	
                
                  

                

                Name:
                  Donald W. Hughes

              	
                 

              
	
                 

              	
                Title:
                  Managing Member

              	
                 

              
	
                 

              	
                 

              	
                 

              
	
                CAMDEN
                  PARTNERS STRATEGIC FUND III-A, L.P.

              	
                 

              
	
                 

              	
                 

              	
                 

              
	
                By:

              	
                Camden
                  Partners Strategic III, LLC

              	
                 

              
	
                 

              	
                Its
                  General Partner

              	
                 

              
	
                 

              	
                 

              	
                 

              
	
                By:

              	
                Camden
                  Partners Strategic Manager, LLC

              	
                 

              
	
                 

              	
                Its
                  Managing Member

              	
                 

              
	
                 

              	
                 

              	
                 

              
	
                By:

              	
                /s/
                  Donald W. Hughes

              	
                 

              
	
                 

              	
                
                  

                

                Name:
                  Donald W. Hughes

              	
                 

              
	
                 

              	
                Title:
                  Managing Member

              	
                 

              


      

    

     

    
      
        
        

      

      
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