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EXHIBIT 10.6
FORM OF TCI MUSIC NOTE
$40,000,000 July __, 1997
FOR VALUE RECEIVED, TCI Music, Inc., a Delaware corporation, whose
address is 0000 XXX Xxxxxxx, Xxxxxxxxx, Xxxxxxxx 00000 (the "Borrower"),
unconditionally promises to pay to the order of Tele-Communications, Inc., a
Delaware corporation (the "Lender") the principal amount of Forty Million
Dollars (the "Principal"), with interest on the outstanding Principal balance
from and after July __, 1997 at the rate of 10% per annum. Interest shall
accrue on a daily basis and shall be computed for the actual number of days
elapsed on the basis of a year consisting of 365 days. This Note is made
pursuant to the terms of the Contribution Agreement dated July __, 1997 by and
between the Borrower and the Lender.
The outstanding Principal and all accrued interest thereon shall be
due and payable in full on January __, 1998 (the "Termination Date"); provided
that Lender will waive interest accrued from July __, 1997 through the
Termination Date if all outstanding Principal is paid in full as of such
Termination Date. If all outstanding Principal is not paid as of the
Termination Date, any and all interest accrued beginning July __, 1997 and
through the date of payment shall be due and payable. All payments of
Principal and interest shall be paid in lawful money of the United States in
immediately available funds at 0000 XXX Xxxxxxx, Xxxxxxxxx, Xxxxxxxx 00000 or
such place as may hereafter be designated by written notice from the Lender to
the Borrower. All payments made on this Note shall be credited, first, to
interest due on the outstanding Principal balance of this Note and, second, to
the reduction of the Principal balance under this Note.
The Borrower may prepay amounts owed under this Note, in whole or in
part, at any time without premium or penalty. Any partial prepayment shall
first be applied to any unpaid interest accrued at the time of prepayment on
the outstanding Principal and then to Principal.
The Borrower waives presentment, demand, protest and notice of any
kind.
In the event of any action at law or suit in equity with respect to
this Note, the Borrower, in addition to all other sums which it may be required
to pay hereunder, will pay a reasonable sum for attorneys' fees and expenses
incurred by the Lender in connection with such action or suit and all other
costs and expenses of collection.
In the absence of manifest error, the unpaid Principal balance and
unpaid accrued interest from time to time applicable to such balance shall be
determined from the records of the Lender or the holder of this Note.
This Note is executed and delivered in, and shall in all respects be
governed by and construed in accordance with, the laws of the State of
Colorado, including all matters of construction,
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validity and performance, shall bind the Borrower, its successors and assigns,
and shall inure to the benefit of any holder hereof, its successors and
assigns.
TCI MUSIC, INC.
By:
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Name:
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Title:
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