Secured Promissory Note - CCBN.com Inc. and Lawrence P. Begley
SECURED PROMISSORY NOTE
March 14, 2000
$599,992.90 Boston, Massachusetts
FOR VALUE RECEIVED, Lawrence P. Begley (the "Maker"), promises to pay to
CCBN.COM, Inc., a Delaware corporation (the "Company"), or order, at the offices
of the Company or at such other place as the holder of this Note may designate,
the principal sum of $599,992.90, together with interest on the unpaid principal
balance of this Note from time to time outstanding at the rate of one (1)
percent below the prime rate offered by Fleet Bank to its most favored
commercial customers per year until paid in full. Principal and interest shall
be paid as follows: The principal of the note shall be paid in 12 equal
quarterly installments on the first day of each calendar quarter beginning on
January 1, 2001. Interest accrued through the date of payment shall be also paid
on the date of payment.
Interest on this Note shall be computed on the basis of a year of 365 days
for the actual number of days elapsed. All payments by the Maker under this Note
shall be in immediately available funds.
Payment of this Note is secured by a security interest in certain property
of the Maker (the "Collateral") pursuant to a security agreement of even date
herewith between the Maker and The Company (the "Security Agreement").
This Note shall become immediately due and payable without notice or
demand upon the occurrence at any time of any of the following events of default
(individually, "an Event of Default" and collectively, "Events of Default"):
(1) default in the payment or performance of this or any other
liability or obligation of the Maker to the holder, including the
payment when due of any principal, premium or interest under this
Note;
(2) the occurrence of any event of default under the Security
Agreement;
(3) the institution by or against the Maker or any indorser or
guarantor of this Note of any proceedings under the United States
Bankruptcy Code or any other federal or state bankruptcy,
reorganization, receivership, insolvency or other similar law
affecting the rights of creditors generally or the making by the
Maker or any indorser or guarantor of this Note of a composition or
an assignment or trust mortgage for the benefit of creditors; or
(4) determination by the holder that it is insecure with
respect to the payment of any obligation of the Maker to the holder.
This Note shall become immediately due and payable without notice or
demand upon the occurrence at any time of any event of default under the
Security Agreement.
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Upon the occurrence of an Event of Default, the holder shall have then, or
at any time thereafter, all of the rights and remedies afforded by the Uniform
Commercial Code as from time to time in effect in the Commonwealth of
Massachusetts or afforded by other applicable law.
Every amount overdue under this Note shall bear interest from and after
the date on which such amount first became overdue at an annual rate which is
two (2) percentage points above the rate per year specified in the first
paragraph of this Note. Such interest on overdue amounts under this Note shall
be payable on demand and shall accrue and be compounded monthly until the
obligation of the Maker with respect to the payment of such interest has been
discharged (whether before or after judgment).
In no event shall any interest charged, collected or reserved under this
Note exceed the maximum rate then permitted by applicable law and if any such
payment is paid by the Maker, then such excess sum shall be credited by the
holder as a payment of principal.
All payments by the Maker under this Note shall be made without set-off or
counterclaim and be free and clear and without any deduction or withholding for
any taxes or fees of any nature whatever, unless the obligation to make such
deduction or withholding is imposed by law. The Maker shall pay and save the
holder harmless from all liabilities with respect to or resulting from any delay
or omission to make any such deduction or withholding required by law.
Whenever any amount is paid under this Note, all or part of the amount
paid may be applied to principal, premium or interest in such order and manner
as shall be determined by the holder in its discretion.
No reference in this Note to the Security Agreement or any guaranty shall
impair the obligation of the Maker, which is absolute and unconditional, to pay
all amounts under this Note strictly in accordance with the terms of this Note.
The Maker agrees to pay on demand all costs of collection, including
reasonable attorneys' fees, incurred by the holder in enforcing the obligations
of the Maker under this Note.
No delay or omission on the part of the holder in exercising any right
under this Note or the Security Agreement shall operate as a waiver of such
right or of any other right of such holder, nor shall any delay, omission or
waiver on any one occasion be deemed a bar to or waiver of the same or any other
right on any future occasion. The Maker and every indorser or guarantor of this
Note regardless of the time, order or place of signing waives presentment,
demand, protest and notices of every kind and assents to any extension or
postponement of the time of payment or any other indulgence, to any
substitution, exchange or release of collateral, and to the addition or release
of any other party or person primarily or secondarily liable.
This Note may be prepaid in whole or in part at any time or from time to
time. Any such prepayment shall be without premium or penalty.
None of the terms or provisions of this Note may be excluded, modified or
amended except by a written instrument duly executed on behalf of the holder
expressly referring to this Note and setting forth the provision so excluded,
modified or amended.
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All rights and obligations hereunder shall be governed by the laws of the
Commonwealth of Massachusetts and this Note is executed as an instrument under
seal.
BORROWER:
/s/ Lawrence P. Begley
______________________
Lawrence P. Begley
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