Exhibit 10.9
CONFORMED COPY
NOTE
$10,000,000 New York, New York
January 24, 2000
FOR VALUE RECEIVED, the undersigned, XXXXXXXXXX.XXX INC., a California
corporation (the "BORROWER"), hereby unconditionally promises to pay to the
order of USA NETWORKS, INC. (the "LENDER") at the office of Lender, located at
Carnegie Hall Tower, 000 Xxxx 00xx Xxxxxx, Xxxx, Xxx Xxxx 00000, in lawful money
of the United States of America and in immediately available funds, the
principal amount of TEN MILLION DOLLARS ($10,000,000), or, if less, the unpaid
principal amount of the Loan made by the Lender pursuant to subsection 2.1 of
the Credit Agreement, as hereinafter defined. The principal amount shall be paid
in the amounts and on the dates specified in subsection 2.3 of the Credit
Agreement. The Borrower further agrees to pay interest in like money at such
office on the unpaid principal amount hereof from time to time outstanding at
the rates and on the dates specified in subsections 2.3 and 2.5 of such Credit
Agreement.
The holder of this Note is authorized to endorse on the schedule
annexed hereto and made a part hereof or on a continuation thereof which shall
be attached hereto and made a part hereof the date and amount of each advance of
the Loan and the date and amount of each payment or prepayment of principal with
respect thereto. Each such endorsement shall constitute PRIMA FACIE evidence of
the accuracy of the information endorsed. The failure to make any such
endorsement shall not affect the obligations of the Borrower in respect of such
advance of the Loan.
This Note (a) is the Note referred to in the Credit Agreement dated as
of January 24, 2000 (as amended, supplemented or otherwise modified from time to
time, the "CREDIT AGREEMENT"), between the Borrower and the Lender, (b) is
subject to the provisions of the Credit Agreement and (c) is subject to optional
and mandatory prepayment in whole or in part as provided in the Credit
Agreement. This Note is secured as provided in the Loan Documents. Reference is
hereby made to the Loan Documents for a description of the nature and extent of
the security, the terms and conditions upon which the security interests were
granted and the rights of the holder of this Note in respect thereof.
Upon the occurrence of any one or more of the Events of Default, all
amounts then remaining unpaid on this Note shall become, or may be declared to
be, immediately due and payable, all as provided in the Credit Agreement.
2
All parties now and hereafter liable with respect to this Note, whether
maker, principal, surety, guarantor, endorser or otherwise, hereby waive
presentment, demand, protest and all other notices of any kind.
Unless otherwise defined herein, terms defined in the Credit Agreement
and used herein shall have the meanings given to them in the Credit Agreement.
THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
YORK.
XXXXXXXXXX.XXX INC.
By: /s/ Xxxxx Xxxx
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Name: Xxxxx Xxxx
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Title: Chief Financial Officer
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Schedule
ADVANCES AND PAYMENTS OF PRINCIPAL
Amount of Principal Unpaid Principal Notation Made
Date Amount of Loans Prepaid Balance of Loans By
