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EXHIBIT 10.22
NOTE
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD, UNLESS IT
HAS BEEN REGISTERED UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR
UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE AND THEN ONLY IN COMPLIANCE
WITH THE RESTRICTIONS ON TRANSFER SET FORTH IN THE SECURITIES PURCHASE AGREEMENT
DATED AS AUGUST 31, 1998, AS AMENDED, A COPY OF WHICH MAY BE OBTAINED FROM
NEXTERA ENTERPRISES, INC. AT ITS PRINCIPAL EXECUTIVE OFFICE.
No. 1 $37,500,000
NEXTERA ENTERPRISES, INC.
Senior Secured Note
NEXTERA ENTERPRISES, INC. (the "Company"), for value received hereby
promises to pay to KNOWLEDGE UNIVERSE, INC., a Delaware corporation (the
"Holder"), the principal sum of thirty-seven million and five-hundred thousand
dollars ($37,500,000), in lawful money of the United States of America and in
immediately available funds, on April 30, 1999 and to pay interest on the unpaid
principal amount, in like money and funds, for the period commencing on the date
of this Note until payment in full of the principal sum hereof has been made, at
the rates per annum and on the dates provided in the Agreement (as defined
below).
This Senior Secured Note is one of a duly authorized issue of Senior
Secured Notes of the Company (the "Notes") referred to in the Securities
Purchase Agreement dated as of August 31, 1998, as amended, between the Company
and the Holder (as the same may be amended, restated or otherwise modified from
time to time in accordance with its terms, the "Agreement"). Capitalized terms
used in this Note have the respective meanings assigned to them in the
Agreement.
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This Note is entitled to the benefit and security of the Security
Documents.
The Notes are transferable and assignable to one or more purchasers in
accordance with the limitations set forth in the Agreement. The Company agrees
to issue from time to time replacement Notes in the form hereof to facilitate
such transfers and assignments.
The Company shall keep at its principal office a register (the
"Register") in which shall be entered the names and addresses of the registered
holders of the Notes and particulars of the respective Notes held by them and of
all transfers of such Notes. References to the "Holder" or "Holders" shall mean
the Person listed in the Register as the payee of any Note. The ownership of the
Notes shall be proven by the Register.
Upon the occurrence of an Event of Default, the principal hereof and
accrued interest hereon shall become, or may be declared to be, forthwith due
and payable in the manner, upon the conditions and with the effect provided in
the Agreement.
THIS NOTE SHALL BE GOVERNED BY, AND INTERPRETED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE PRINCIPLES THEREOF
RELATING TO CONFLICTS OF LAW). THE COMPANY HEREBY IRREVOCABLY WAIVES ANY AND ALL
RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO
THIS NOTE.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.
Dated: December 31, 1998
NEXTERA ENTERPRISES, INC.
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Secretary
