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EXHIBIT 10.2
REVOLVING CREDIT NOTE
$15,000,000 July 13, 2001
High Point, North Carolina
For value received, the receipt and sufficiency of which are hereby
acknowledged, LENDINGTREE, INC., a Delaware corporation ("Borrower"), hereby
promises to pay to the order of GE CAPITAL COMMERCIAL SERVICES, INC., a North
Carolina corporation ("Lender"), $15,000,000 or such greater or lesser amount as
shall be advanced by Lender from time to time, together with interest on the
unpaid balance of such amount from the date of the initial Revolving Credit
Advance. This Note is the Revolving Credit Note issued under the Loan and
Security Agreement between Xxxxxxxx and Lender of even date herewith (said
agreement, as the same may be amended, restated or supplemented from time to
time, being herein called the "Agreement") to which a reference is made for a
statement of all of the terms and conditions of the Loan evidenced hereby.
Capitalized terms not defined in this Note shall have the respective meanings
assigned to them in the Agreement. This Note is secured by the Agreement, the
other Loan Documents and the Collateral, and is entitled to the benefit of the
rights and security provided thereby.
Interest on the outstanding principal balance under this Note is payable at the
Index Rate, or, under the circumstances contemplated by the Agreement, at the
Default Rate, in immediately available United States Dollars at the time and in
the manner specified in the Agreement. The outstanding principal and interest
under this Note shall be immediately due and payable on the Commitment
Termination Date. Payments received by Lender shall be applied against principal
and interest as provided for in the Agreement. Borrower acknowledges that (a)
Lender is authorized under the Agreement to charge to the Revolving Credit Loan
unpaid Obligations of Borrower to Lender, (b) the principal amount of the
Revolving Credit Loan will be increased by such amounts, and (c) the principal,
as so increased, will bear interest as provided for herein and in the Agreement.
To the fullest extent permitted by applicable law, Borrower waives: (a)
presentment, demand and protest, and notice of presentment, dishonor, intent to
accelerate, acceleration, protest, default, nonpayment, maturity, release,
compromise, settlement, extension or renewal of any or all of the Obligations,
the Loan Documents or this Note; (b) all rights to notice and a hearing prior to
Lender's taking possession or control of, or to Lender's replevy, attachment or
levy upon, the Collateral or any bond or security that might be required by any
court prior to allowing Lender to exercise any of its remedies; and (c) the
benefit of all valuation, appraisal and exemption laws.
Xxxxxxxx acknowledges that this Note is executed as part of a commercial
transaction and that the proceeds of this Note will not be used for any personal
or consumer purpose.
Upon the occurrence of any one or more of the Events of Default specified in the
Agreement, all amounts then remaining unpaid on this Note shall become, or may
be declared to be, immediately due and payable, all as provided therein.
Xxxxxxxx agrees to pay to Xxxxxx all Fees and expenses described in the
Agreement.
XXXXXXXX ACKNOWLEDGES THAT XXXXXXXX HAS WAIVED THE RIGHT TO TRIAL BY JURY IN ANY
ACTION OR PROCEEDING ON THIS NOTE. THIS NOTE IS GOVERNED BY THE LAW OF THE STATE
OF North Carolina.
LENDINGTREE, INC.
By:/s/ Xxxxx X. Xxxx
Name: Xxxxx X. Xxxx
Title: Chief Financial Officer
