EXHIBIT 99.2
CREDIT LINE LOAN AGREEMENT
TICKETMASTER ONLINE-CITYSEARCH, INC. (the "BORROWER") and USA NETWORKS,
INC. (the "LENDER"), for valuable consideration, the receipt of which is hereby
acknowledged, enter into this Credit Line Loan Agreement (this "AGREEMENT") and
agree as follows on and as of January 31, 2001:
I. DEFINITIONS.
Each reference herein to:
A. "AVERAGE RATE" shall mean the weighted average rate of interest
actually paid by the Lender during each calendar month (or part
thereof) from the date hereof through the Maturity Date under the
Credit Agreement, as amended from time to time, dated February 12,
1998, to which USA Networks, Inc., USANi LLC and The Chase Manhattan
Bank, as administrative agent, syndication agent and collateral agent,
are parties;
B. "BOOKS AND RECORDS" shall mean all books, correspondence, credit
files, records and other documents relating directly or indirectly to
the Obligations, including, without limitation, all tapes, cards,
runs, databases, software programs, diskettes, and other papers and
documents in the possession or control of the Borrower, any computer
service bureau, or other agent or independent contractor;
C. "LOAN DOCUMENTS" shall mean this Agreement, the Note, and any
amendments thereto, and any and all other documents related to this
Agreement and/or the Credit Line Loan;
D. "MATERIAL ADVERSE CHANGE" shall mean with respect to the Borrower and
any of its respective properties or revenues, an event, action or
condition that would or is reasonably likely to (i) adversely affect
the validity or enforceability of, or the authority of the Borrower to
perform its obligations under, the Loan Documents, or (ii) materially
adversely affect the business, operations, assets or condition
(financial or otherwise) of the Borrower and any of its respective
properties, taken as a whole, or the ability of the Borrower to
perform its obligations under any of the Loan Documents;
E. "MATURITY DATE" shall mean any date on which the Lender demands
repayment of the Credit Line Loan on or after May 1, 2001;
F. "OBLIGATIONS" shall mean, collectively, all of the obligations and
liabilities of the Borrower to Lender, whether for principal, interest
(including, without limitation, interest accruing at the then
applicable rate provided herein after the Maturity Date and interest
accruing at the then applicable rate provided herein after the filing
of any petition in bankruptcy, or the commencement of any insolvency,
reorganization or like proceeding, relating to the Borrower, whether
or not a claim for post-filing or post-petition interest is allowed in
such proceeding), expenses,
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indemnities or otherwise, and whether direct or indirect, joint or
several, actual, absolute or contingent, matured or unmatured,
liquidated or unliquidated, secured or unsecured, arising by contract,
operation of law or otherwise, under or in respect of any of the Loan
Documents; and
G. "STATE" shall mean the State of New York.
II. LINE OF CREDIT.
A. CREDIT LINE LOAN. This Agreement evidences a line of credit for the
Borrower's short-term borrowing needs (the "CREDIT LINE LOAN") with a
credit limit (the "CREDIT LIMIT") of the maximum principal sum of
Twenty-Five Million Dollars ($25,000,000.00). Notwithstanding the
foregoing, for so long as a Demand Note, made by Ticketmaster
Group, Inc. and payable to Lender or to its order, dated as of
January 29, 2001 (the "DEMAND NOTE"), is outstanding, the Credit
Limit shall be $25,000,000 less any amount outstanding on the
Demand Note, which amount is estimated to be $20,786,000 as of the
date hereof.
B. ADVANCES UNDER CREDIT LINE LOAN. Subject to the satisfaction of all
conditions precedent set forth in Section IV, the Lender agrees to
make advances to the Borrower under the Line of Credit up to the
Credit Limit until the earlier of the Maturity Date or any earlier
termination of the Lender's commitment upon the occurrence of an Event
of Default.
Each advance under the Credit Line Loan shall be disbursed by wire
transfer to such account as the Borrower may designate in accordance
with Section VII(B).
Prior to the earlier of the Maturity Date or any earlier termination
of the Lender's commitment upon the occurrence of an Event of Default,
the Borrower may borrow, repay and re-borrow the Credit Line Loan,
provided that the Credit Line Loan shall never exceed the Credit
Limit.
Upon the earlier of the Maturity Date or termination of the Lender's
commitment upon the occurrence of an Event of Default as provided in
Section VI below the Credit Limit shall automatically and immediately
be reduced to zero.
C. EXCESS ADVANCES. If for any reason the aggregate outstanding principal
balance of the Credit Line Loan should at any time exceed the Credit
Limit (other than by reason of the capitalization of interest provided
for herein), the Borrower shall, without demand, not later than the
close of business on the second business day thereafter immediately
pay to the Lender a sum sufficient to reduce the outstanding principal
balance of the Credit Line Loan to the Credit Limit plus accrued and
unpaid interest.
D. MINIMUM AMOUNT OF CREDIT LINE ADVANCE. Each advance under the Credit
Line shall be in minimum amount of Five Hundred Thousand Dollars
($500,000.00) or the unadvanced balance of the Credit Limit, whichever
is less.
E. INTEREST ACCRUAL AND PAYMENT. Except as provided in Section II(H)
below, the outstanding principal balance of the Credit Line Loan shall
bear interest at the Average Rate, payable with respect to the Credit
Line Loan in arrears as provided in the Note.
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F. DUE DATE. The entire outstanding principal balance of the Credit Line
Loan and all accrued interest shall become due and payable on the
Maturity Date, or, if earlier, the occurrence of an Event of Default
hereunder as provided in Section VI.
G. NOTE. The Credit Line Loan shall be evidenced by a separate promissory
note of the Borrower dated as of the date hereof (the "NOTE" attached
hereto as EXHIBIT A). Each reference to the Note shall include all
amendments thereto and any additional or supplementary notes executed
pursuant to this Agreement.
H. DEFAULT INTEREST; INTEREST CALCULATION. All principal and other
amounts outstanding and payable under the Note and not paid when due
shall bear interest from the date due until paid in full at a rate per
annum equal to 2% plus the Average Rate.
III. REPRESENTATIONS AND WARRANTIES.
The Borrower represents and warrants that:
A. ORGANIZATION AND POWERS. (i) It is duly organized, validly existing
and in good standing, (ii) it has the power and authority to own its
properties and to carry on its business as now being conducted and is
qualified to do business in every jurisdiction where such
qualification is necessary, except where the failure to be so
qualified will not have a material adverse effect on the Borrower and
its subsidiaries taken as a whole ("MAE"), (iii) it has the power to
execute, deliver and perform the Loan Documents, (iv) the execution,
delivery and performance of the Loan Documents have been duly
authorized by all requisite action, and (v) the execution, delivery
and performance of the Loan Documents will not violate any provision
of law, any order of any court or other agency of government, the
Articles of Incorporation or By-laws of Borrower or any indenture,
agreement or other instrument to which it is a party, or by which it
is bound, or be in conflict with, result in a breach of or constitute
(with due notice of lapse of time or both) a default under any such
indenture, agreement or other instrument, or result in the creation or
imposition of any lien, charge or encumbrance of any nature whatsoever
upon any of the property or assets of the Borrower or the acceleration
of any of its outstanding indebtedness, except for such violations,
conflicts, breaches or defaults which would not individually or in the
aggregate have a MAE.
B. LITIGATION. There is no action, suit or proceeding at law or in equity
or by or before any governmental instrumentality or other agency now
pending or threatened against or affecting the Borrower, except those
that have been previously disclosed to the Lender.
C. NO CONFLICT. The Borrower is not a party to any agreement or
instrument or subject to any restriction materially or adversely
affecting its business, properties or assets, operations or condition,
financial or otherwise except those that have
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been previously disclosed to the Lender. The Borrower has no knowledge
that it is in default in the performance, observance or fulfillment of
any of the obligations, covenants or conditions contained in any
agreement or instrument to which it is a party except those defaults
which would not individually or in the aggregate have a MAE.
IV. CONDITIONS OF LENDING.
A. EACH ADVANCE. The Lender shall be obligated to make advances,
including the initial advance, under this Agreement only if on the
date any such advance is requested and after giving effect thereto:
(1) The representations and warranties in Section III hereof are true
and correct in all material respects;
(2) All covenants in Section V hereof are complied with;
(3) No Event of Default exists;
(4) Any advance shall be used either for general working capital
purposes or for an Approved Transaction, as such term is defined
in the Contribution Agreement, dated as of November 20, 2000, by
and between Borrower and Lender; and
(5) The Lender shall have received duly executed originals of (a) the
original Loan Documents, and (b) a borrowing request executed by
a duly authorized officer of the Borrower specifying the amount
to be borrowed hereunder, the account to which the borrowed funds
are to be paid, the date of the requested borrowing (which shall
be not less than three business days after such borrowing request
is received by the Lender) and certifying as to the satisfaction
of the conditions set forth above in clauses (1), (2), (3) and
(4) of this Section IV.
V. COVENANTS.
The Borrower covenants and agrees that:
A. USE OF PROCEEDS. The Borrower will use the proceeds of the Credit Line
Loan solely for working capital and general corporate purposes.
B. RANKING. Principal and interest payable on the Credit Line Loan shall
rank at least equal to all existing and future unsecured and
unsubordinated indebtedness of the Borrower.
C. LEGAL EXISTENCE; INSURANCE; ETC. The Borrower will (i) keep in full
force and effect its legal existence, rights, licenses, permits and
franchises necessary for the operation of its business as conducted
prior to the date hereof, except for the relinquishment of such as
would not individually or in the aggregate have a MAE;
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(ii) operate its business in all material respects as conducted prior
to the date hereof; (iii) maintain all property used and reasonably
necessary in the conduct of its business and keep the same in good
repair, working order and condition, and (iv) maintain adequate
insurance on its business and properties.
D. COMPLIANCE WITH LAWS. Each of the Borrower and its subsidiaries will
comply in all material respects with all present and future applicable
laws, ordinances, rules, regulations, directives and other
requirements of all governmental instrumentalities.
E. PAYMENT OF TAXES. Each of the Borrower and its subsidiaries will pay
and discharge all taxes, assessments, and governmental charges imposed
upon the Borrower, its income or its property before the same shall be
in default, as well as all lawful claims for labor, materials and
supplies or otherwise which, if unpaid might become a lien upon any
such properties, except for the failure to pay and discharge all
taxes, assessments, charges and claims which will result in liens, the
existence of which will not individually or in the aggregate have a
MAE.
F. INSPECTION. The Borrower will permit agents or representatives of the
Lender, at reasonable hours and upon reasonable notice, to inspect the
Books and Records of the Borrower and to make abstracts or
reproductions thereof, all at the Borrower's expense.
G. LIENS. Neither the Borrower nor any of its subsidiaries will create,
assume or suffer to exist any mortgage, security interest, or lien on
any if its assets, now or hereafter owned, or assign or otherwise
convey any right to receive income, other than (i) liens securing
indebtedness to the Lender, (ii) liens securing the payment of taxes
not yet due, (iii) mechanics liens or liens imposed by law (other
than for borrowed money, judgments or delinquent taxes), (iv) liens
incurred in the ordinary course of business, and (v) other liens
permitted in writing by the Lender.
H. GUARANTIES; ETC. Neither the Borrower nor any of its subsidiaries will
guarantee, endorse or otherwise become or be responsible for
obligations of any other person or entity, whether by agreement to
purchase the indebtedness of any other person or entity or agreement
for the furnishing of funds to any other person or entity through
purchase of goods, supplies or services, or by way of stock purchase,
capital contribution, advance or loan, for the purpose of paying or
discharging any indebtedness or obligation of such other person or
entity, or otherwise, except endorsements of negotiable instruments
for collection in the ordinary course of business and except for such
other guarantees granted in the ordinary course of business of
Borrower and it subsidiaries and consistent with past practice.
I. INDEBTEDNESS. Neither the Borrower nor any of its subsidiaries will
incur or permit to exist any indebtedness for borrowed money except:
(i) indebtedness to the Lender, (ii) unsecured trade obligations
incurred in the ordinary course of
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business and (iii) any other indebtedness for borrowed money permitted
in writing by the Lender.
J. SALES AND TRANSFERS. Neither the Borrower nor its subsidiaries will
sell, assign, lease, transfer, sell and leaseback, or otherwise
dispose of all or any material amount of its assets to any person or
entity or turn over the management of, or enter into a management
contract with respect to, itself or such assets.
K. NOTICE. If any one or more Events of Default or Material Adverse
Changes shall occur, the Borrower shall, immediately after it becomes
aware that any such Events of Default or Material Adverse Changes has
occurred, give written notice to the Lender, specifying the nature of
such event.
L. FISCAL YEAR. The Borrower shall not change its fiscal year without the
written consent of Lender.
VI. EVENTS OF DEFAULT.
A. EVENTS OF DEFAULT. If any one or more of the following events, herein
called "EVENTS OF Default", shall occur, for any reason whatsoever,
and whether such occurrence shall be voluntary or involuntary or come
about or be effected by operation of law or pursuant to or in
compliance with any judgment, decree or order of a court of competent
jurisdiction or any order, rule or regulation of any administrative or
other governmental authority, and such Event of Default shall be
continuing:
(1) there occurs any Material Adverse Change;
(2) any representation or warranty made herein or in any report,
certificate, financial statement or other instrument furnished in
connection with this Agreement shall prove to be false or
misleading in any material respect;
(3) default shall be made in the payment of the principal or any
accrued and capitalized interest, and the interest thereon,
pursuant to the terms of the Note, when and as the same shall
become due and payable, whether at maturity or by acceleration or
otherwise;
(4) default shall be made in the due observance or performance of any
other covenant, condition or agreement on the part of the
Borrower or its subsidiaries to be observed or performed pursuant
to the terms of this Agreement, and such default shall continue
for five days after written notice thereof, specifying such
default and requesting that the same be remedied, shall have been
given to the Borrower by the Lender;
(5) the entry of a decree or order for relief by a court having
jurisdiction in the premises in respect of the Borrower in an
involuntary case under
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the Bankruptcy Code or any other applicable federal or state
bankruptcy, insolvency or other similar laws, or appointing a
receiver, liquidator, assignee, custodian, trustee, sequestrator
(or similar official) of the Borrower or for any substantial part
of its property, or ordering the winding-up or liquidation of any
of its affairs and the continuance of any such decree or order
unstayed and in effect for a period of 30 consecutive days; or
(6) the commencement by the Borrower of a voluntary case under the
Bankruptcy Code or any other applicable federal or state
bankruptcy, insolvency or other similar laws, or the consent by
it to the appointment of or taking possession by a receiver,
liquidator, assignee, trustee, custodian, sequestrator (or other
similar official) of the Borrower or for any substantial part of
its property, or the making by it of any assignment for the
benefit of creditors, or the admission by the Borrower in writing
of its inability to pay its debts generally as such debts become
due, or the taking of corporate action by the Borrower in
furtherance of any such action;
then, in addition to all other rights and remedies available to the
Lender at law or in equity or otherwise, (i) if an Event of Default
set forth in clauses (5) or (6) of this Section VI shall occur and be
continuing, or shall exist, this Note automatically shall become
immediately due and payable, together with interest accrued thereon,
and any commitment of the Lender to make advances to the Borrower
hereunder automatically shall terminate, all without presentment,
demand, protest or notice of any kind, all of which are expressly
waived to the fullest extent permitted by law and (ii) if an Event of
Default other than an Event of Default set forth in clauses (5) or (6)
of this Section VI shall occur and be continuing, or shall exist, the
Lender may, at its sole option, by written notice to the Borrower,
declare this Note to be, and this Note shall thereupon be and become,
immediately due and payable, together with interest accrued thereon,
whereupon any commitment of the Lender to make any advances to the
Borrower hereunder shall automatically terminate, all without
presentment, demand, protest or other notice of any kind, all of which
are expressly waived to the fullest extent permitted by law.
VII. MISCELLANEOUS.
A. WAIVER OF EVENT OF DEFAULT. No delay in terminating the Lender's
commitment under this Agreement and/or in making demand shall
affect the rights of the Lender later to take such action with
respect thereto, and no waiver as to one Event of Default shall
affect rights as to any other default hereunder.
B. NOTICES. Except as otherwise specifically provided for herein,
any notice, demand or communication hereunder shall be given in
writing (including facsimile transmission or telex) and mailed or
delivered to each party at its principal offices, or, as to each
party, at such other address as be designated by such party by a
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prior notice to the other party in accordance with the terms of
this provision. All notices hereunder shall be effective upon the
earliest to occur of (i) five (5) business days after such notice
is mailed, by registered or certified mail, postage prepaid
(return receipt requested), (ii) upon delivery by hand, (iii)
upon delivery if delivered by overnight courier (such delivery to
be evidenced by the courier's records), and (iv) in the case of
any notice or communication by telex or telecopy, on the date
when sent if confirmation of transmission is received by the
sender.
C. SURVIVAL. This Agreement and all covenants, agreements,
representations and warranties made herein and in the
certificates delivered pursuant hereto shall survive any making
by the Lender of the Credit Line Loan and the execution and
delivery of any Loan Document and shall continue in full force
and effect until this Agreement is terminated and all the
Obligations are paid in full.
D. LEGAL FEES AND EXPENSES; ADDITIONAL FEES AND CHARGES. The
Borrower will pay all expenses incurred by the Lender in
connection with the preparation of the Loan Documents, the making
of the Credit Line Loan, and the enforcement of the rights of the
Lender in connection with this Agreement, any of the other Loan
Documents and the Credit Line Loan, including, but not limited
to, the reasonable fees of its counsel, plus the disbursements of
said counsel.
E. CHOICE OF LAW. This Agreement and all the other Loan Documents
shall be construed in accordance with and governed by the laws of
the State, without reference to the choice-of-law principles
thereof.
F. WRITTEN MODIFICATION AND WAIVER. No modification or waiver of any
provision of this Agreement or of any of the other Loan Documents
nor consent to any departure by the Borrower therefrom shall in
any event be effective unless the same shall be in writing, and
then such waiver or consent shall be effective only in the
specific instance and for the purpose for which given. No notice
to or demand on the Borrower in any case shall entitle the
Borrower to any other or further notice or demand in the same,
similar or other circumstances.
G. DOCUMENTATION. All documents required hereunder shall be in form
and substance satisfactory to the Lender.
H. REPLACEMENT DOCUMENTS. Upon receipt of an affidavit of an officer
of the Lender as to the loss, theft, destruction or mutilation of
the Note or any other document which is not of public record,
and, in the case of any such loss, theft, destruction,
mutilation, upon cancellation of such Note or other document, the
Borrower will issue, in lieu thereof, a replacement note or other
document in the same principal amount thereof and otherwise of
like tenor.
I. UNENFORCEABILITY. In the event any term or provision of this
Agreement or the application thereof to any person or
circumstance shall, to any extent, be held invalid or
unenforceable, the remainder of this Agreement or the application
of such term or provision to persons or circumstances other than
those to which it is
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held invalid or unenforceable, shall be valid and enforceable to
the fullest extent permitted by law.
J. REMEDIES CUMULATIVE. No course of dealing on the part of Lender
or any delay or failure on the part of Lender to exercise any
right shall operate as a waiver of the right or otherwise
prejudice Lender's rights, powers and remedies. All of the
Lender's rights and remedies shall be cumulative.
K. MAXIMUM RATE OF INTEREST. All provisions of this Agreement are
expressly subject to the condition that in no event shall the
amount paid or agreed to be paid to the Lender hereunder and
deemed interest under applicable law exceed the maximum rate of
interest on the unpaid principal balance of the Credit Line Loan
allowed by applicable law (the "MAXIMUM ALLOWABLE RATE"), which
shall mean the law in effect on the date of this Agreement,
except that if there is a change in such law which results in a
higher Maximum Allowable Rate being applicable to this Agreement,
then this Agreement shall be governed by such amended law from
and after its effective date. In the event that fulfillment of
any provision of this Agreement results in the interest rate
hereunder being in excess of the Maximum Allowable Rate, the
obligation to be fulfilled shall automatically be reduced to
eliminate such excess. If, notwithstanding the foregoing, the
Lender receives an amount which under applicable law would cause
the interest rate set forth in this Agreement to exceed the
Maximum Allowable Rate, the portion thereof which would be
excessive shall automatically be applied to and deemed a
prepayment of the unpaid principal balance of the Credit Line
Loan and not a payment of interest.
L. JURISDICTION AND VENUE. The Borrower irrevocably consents that
any legal action or proceeding against it or any of its property
with respect to any matter arising under or relating to this
Agreement and the other Loan Documents may be brought in any
court of the State, or any Federal Court of the United States of
America located in the State, as the Lender may elect, and by
execution and delivery of this Agreement the Borrower hereby
submits to and accepts with regard to any such action or
proceeding, for itself and in respect of its property, generally
and unconditionally, the jurisdiction of the aforesaid courts.
The Borrower further irrevocably consents to the service or
process in any such action or proceeding by the mailing of copies
thereof by registered or certified mail, postage prepaid, to the
Borrower at its address set forth herein. The foregoing, however,
shall not limit the Lender's rights to serve process in any other
manner permitted by law or to bring any legal action or
proceeding or to obtain execution of judgment in any other
jurisdiction. The Borrower irrevocably waives any objection which
it may now or hereafter have to the laying of the venue of any
suit, action or proceeding arising out of or relating to this
Agreement and the other Loan Documents, and further irrevocably
waives any claim that the State is not a convenient forum for any
such suit, action or proceeding.
M. WAIVER OF PRESENTMENT; ETC. The Borrower expressly waives
presentment, notice of dishonor, protest and notice of
non-payment.
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N. INTEGRATION. The Loan Documents supersede all prior agreements
between the parties with respect to the Credit Line Loan, whether
oral or written, including, without limitation, all
correspondence between counsel for the respective parties. The
Loan Documents constitute the entire agreements between the
parties with respect to the Credit Line Loan, and the rights,
duties, and obligations of the parties with respect thereto.
O. LENDER LIABILITY. The Lender shall not be liable for any loss
sustained by any party resulting from any action, omission, or
failure to act by the Lender, whether with respect to the
exercise or enforcement of the Lender's rights or remedies under
the Loan Documents, the Credit Line Loan, or otherwise, unless
such loss is caused by the actual willful misconduct of the
Lender conducted in bad faith. IN NO EVENT SHALL THE LENDER EVER
BE LIABLE FOR CONSEQUENTIAL OR PUNITIVE DAMAGES, ANY RIGHT OR
CLAIM THERETO BEING EXPRESSLY AND UNCONDITIONALLY WAIVED.
P. LENDER'S DECISIONAL STANDARDS. To the extent that applicable laws
require the Lender's actions or decisions under the Loan
Documents to be conducted in good faith, the term "good faith"
shall be defined (using a subjective standard) as honesty in fact
with regard to the conduct or transaction concerned based upon
the facts and circumstances actually known to the individual(s)
acting for the Lender, and such requirement may be satisfied by
reliance upon the advice of attorneys, accountants, appraisers,
architects, engineers, or other qualified professionals.
Q. DESCRIPTIVE HEADINGS; CONTEXT. The captions in this Agreement are
for convenience of reference only and shall not define or limit
any provision. Whenever the context requires, reference in this
Agreement to the neuter gender shall include the masculine and/or
feminine gender, and the singular number shall include the
plural, and, in each case, vice versa.
R. ACKNOWLEDGEMENT OF COPY. The Borrower acknowledges that it has
received a fully executed copy of this Agreement.
* * * * * *
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IN WITNESS WHEREOF, the Borrower and the Lender, by persons duly
authorized, have executed this Agreement on and as of the date first above
written.
TICKETMASTER ONLINE-CITYSEARCH, INC.
By: /s/ Xxxx Xxxxxxxxx
-----------------------------------
Name: Xxxx Xxxxxxxxx
Title: Chief Executive Officer
By: /s/ Xxxxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: General Counsel
USA NETWORKS, INC.
By: /s/ Xxxxxx Xxxxxxxxxxx
-----------------------------------
Name: Xxxxxx Xxxxxxxxxxx
Title: Senior Vice President
and General Counsel
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EXHIBIT A
CREDIT LINE LOAN PROMISSORY NOTE
MAXIMUM PRINCIPAL AMOUNT: $25,000,000.00 NEW YORK, NEW YORK
January 31, 2001
BORROWER: TICKETMASTER ONLINE-CITYSEARCH, INC.
LENDER: USA NETWORKS, INC.
ADDITIONAL DEFINITIONS
LENDER'S ADDRESS: 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000
INTEREST RATE: The interest rate per annum equal to the Average Rate, as such
term is defined in the Loan Agreement.
LOAN AGREEMENT: That certain Loan Agreement dated as of the date hereof between
the Lender and the Borrower relating to the indebtedness evidenced hereby,
the terms and provisions of which are incorporated herein by reference.
All capitalized words or phrases which are not otherwise specifically defined
hereinabove or elsewhere in this Note shall have the meaning assigned in
the Loan Agreement.
1. PROMISE TO PAY. FOR VALUE RECEIVED, the Borrower promises to pay to the
order of the Lender, on the Maturity Date or on such earlier date as the
Obligations under the Loan Agreement may become due and payable upon
acceleration, the Maximum Principal Amount or, if less, the aggregate
unpaid principal amount of the Credit Line Loan made by the Lender to the
Borrower pursuant to the Loan Agreement; together with interest at the
Average Rate on the unpaid principal balance, plus all accrued interest
that has been capitalized into principal, hereof from time to time
outstanding. Interest shall accrue in arrears, and shall be capitalized
into principal on the last business day of each calendar month. Interest
shall be payable only on the Maturity Date or on such earlier date as the
Obligations under the Loan Agreement may become due and payable upon
acceleration. Notwithstanding the foregoing, from and after the date
payment is due, all principal and other amounts outstanding and payable
under this Note shall bear interest at a rate per annum equal to 2% plus
the Average Rate until paid in full.
2. PAYMENT PROVISIONS. All sums payable hereunder are payable in lawful money
of the United States of America and in immediately available funds at the
Lender's Address or at such place or places as the Lender, its successors
or assigns may designate in writing. If this Note or any payment hereunder
becomes due on a Saturday, Sunday or other holiday on which the Lender is
authorized to close, the due date of this Note or payment shall be extended
to the next succeeding business day, but all interest or fees shall be
calculated based on the actual time of payment. On the Maturity Date or on
such earlier date as the Obligations under the Loan Agreement may become
due and payable upon
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acceleration, this Note shall become immediately due and payable.
3. REVOLVING CREDIT FACILITY. Prior to the earlier of the Maturity Date or any
earlier termination of the Lender's commitment upon the occurrence of an
Event of Default, the Borrower may borrow, repay and re-borrow the Credit
Line Loan, up to the Credit Limit.
4. FEES AND EXPENSES. The Borrower will pay all expenses incurred by the
Lender in connection with the preparation of the Loan Documents, the making
of the Credit Line Loan evidenced by this Note, and the enforcement of the
rights of the Lender in connection with this Note and the Loan Documents,
including, but not limited to, the reasonable fees of its counsel, plus the
disbursements of said counsel. The Borrower further agrees to pay to the
Lender on demand all reasonable fees, costs and expenses incurred by the
Lender in connection with the administration of this Credit Line Loan.
5. WAIVER. The Borrower expressly waives presentment, notice of dishonor,
protest and notice of nonpayment.
6. CHOICE OF LAW. This Note shall be construed in accordance with and governed
by the laws of the State of New York, without reference to the
choice-of-law principles thereof.
WITNESS:
TICKETMASTER ONLINE-CITYSEARCH, INC.
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By:
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