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EXHIBIT 10.15
REVOLVING CREDIT NOTE
$2,000,000 DECEMBER 29, 1998
FOR VALUE RECEIVED, CAREERBUILDER, INC., a Delaware corporation (the
"BORROWER"), promises to pay to the order of PNC BANK, N.A. (the "Bank"), in
lawful money of the United States of America in immediately available funds, the
principal sum of the lesser of TWO MILLION DOLLARS ($2,000,000) (the "FACILITY")
or the aggregate unpaid principal amount outstanding as of the Maturity Date,
together with interest accruing on the outstanding principal balance from the
date hereof, as provided below:
1. LOAN AGREEMENT. This Note is issued in connection with the Loan
Agreement of even date herewith by and between the Borrower and the Bank, the
terms of which are incorporated herein by reference (the "LOAN AGREEMENT"), and
is secured by the property described in the Security Agreement by and between
the Borrower and the Bank and other loan documents entered into in connection
with the Loan Agreement (the "LOAN DOCUMENTS") and by such other collateral as
previously may have been or may in the future be granted to the Bank to secure
this Note. Capitalized terms used herein shall have the meanings provided in the
Loan Agreement unless a different meaning is provided herein.
2. RATE OF INTEREST. Amounts outstanding under this Note will bear
interest at a rate per annum determined in accordance with the Loan Agreement.
Interest will be calculated on the basis of a year of 360 days for the actual
number of days in each interest period.
3. ADVANCES. The Borrower may borrow, repay and reborrow hereunder
until the Maturity Date, subject to the terms and conditions of this Note and
the Loan Documents (as defined herein). The "MATURITY DATE" shall mean December
__, 1999, or such later date as may be designated by the Bank by written notice
from the Bank to the Borrower. The Borrower acknowledges and agrees that in no
event will the Bank be under any obligation to extend or renew the Facility or
this Note beyond the initial Maturity Date. In no event shall the aggregate
unpaid principal amount of advances under this Note exceed the face amount of
this Note.
4. PAYMENT TERMS. Accrued interest will be due and payable on the
15th day of each month, beginning with the payment due, if any, on January 15,
1999. The outstanding principal balance and any accrued but unpaid interest
shall be due and payable on the Maturity Date. If any payment under this Note
shall become due on a Saturday, Sunday or public holiday under the laws of the
Commonwealth of Pennsylvania, such payment shall be made on the next succeeding
business day and such extension of time shall be included in computing interest
in connection with such payment. The Borrower hereby authorizes the Bank to
charge the Borrower's deposit account at the Bank for any payment when due
hereunder. Payments received will be applied to charges, fees and expenses
(including attorney's fees), accrued interest and principal in any order the
Bank may choose, in its sole discretion.
5. LATE PAYMENTS; DEFAULT RATE. If the Borrower fails to make any
payment of principal when due or any payment of interest or other amount coming
due pursuant to the
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provisions of this Note within five (5) business days of the date due and
payable, the Borrower also shall pay to the Bank a late charge equal to the
lesser of five percent (5%) of the amount of such payment or $500. Such five
(5) day period shall not be construed in any way to extend the due date of any
such payment. The late charge is imposed for the purpose of defraying the
Bank's expenses incident to the handling of delinquent payments and is in
addition to, and not in lieu of, the exercise by the Bank of any rights and
remedies hereunder, under the other Loan Documents or under applicable law, and
any fees and expenses of any agents or attorneys which the Bank may employ.
Upon maturity, whether by acceleration, demand or otherwise, and at the option
of the Bank upon the occurrence of any Event of Default and during the
continuance thereof, this Note shall bear interest at a rate per annum (based
on a year of 360 days and actual days elapsed) which shall be two percentage
points (2%) in excess of the interest rate in effect from time to time under
this Note, but not more than the maximum rate allowed by law (the "DEFAULT
RATE"). The Default Rate shall continue to apply whether or not judgment shall
be entered on this Note.
6. PREPAYMENT. The indebtedness evidenced by this Note may be
prepaid in whole or in part at any time without penalty or charge.
7. MISCELLANEOUS. No delay or omission on the part of the Bank to
exercise any right or power arising hereunder shall impair any such right or
power or be considered to be a waiver of any such right or power, nor shall the
Bank's action or inaction impair any such right or power. The Borrower agrees to
pay on demand, to the extent permitted by law, all costs and expenses incurred
by the Bank in the enforcement of its rights in this Note and in any security
therefor, including without limitation reasonable fees and expenses of the
Bank's counsel. If any provision of this Note is found to be invalid by a court,
all the other provisions of this Note will remain in full force and effect. The
Borrower and all other makers and indorsers of this Note hereby forever waive
presentment, protest, notice of dishonor and notice of non-payment. The Borrower
also waives all defenses based on suretyship or impairment of collateral, except
for such impairment which results from the gross negligence or willful
misconduct of the Bank. This Note shall bind the Borrower and its successors and
assigns, and the benefits hereof shall inure to the benefit of the Bank and its
successors and assigns.
THIS NOTE WILL BE INTERPRETED AND THE RIGHTS AND LIABILITIES OF THE
BANK AND THE BORROWER DETERMINED IN ACCORDANCE WITH THE LAWS OF THE
COMMONWEALTH OF PENNSYLVANIA. The Borrower hereby irrevocably consents to the
exclusive jurisdiction of any state or federal court sitting in Allegheny
County, Pennsylvania, and consents that all service of process be sent by
nationally recognized overnight courier service directed to the Borrower at the
Borrower's address set forth in the Loan Agreement and service so made will be
deemed to be completed when received by the Borrower; provided that nothing
contained in this Note will prevent the Bank from bringing any action,
enforcing any award or judgment or exercising any rights against the Borrower
individually, against any security or against any property of the Borrower
within any other county, state or other foreign or domestic jurisdiction. The
Borrower acknowledges and agrees that the venue provided above is the most
convenient forum for both the Bank and the Borrower. The Borrower waives any
objection to
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venue and any objection based on a more convenient forum in any action
instituted under this Note.
8. WAIVER OF JURY TRIAL. THE BORROWER IRREVOCABLY WAIVES ANY AND ALL
RIGHTS THE BORROWER MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
CLAIM OF ANY NATURE RELATING TO THIS NOTE, ANY DOCUMENTS EXECUTED IN CONNECTION
WITH THIS NOTE OR ANY TRANSACTION CONTEMPLATED IN ANY OF SUCH DOCUMENTS. THE
BORROWER ACKNOWLEDGES THAT THE FOREGOING WAIVER IS KNOWING AND VOLUNTARY.
The Borrower acknowledges that it has read and understood all of the
provisions of this Note, including waiver of jury trial, and has been advised by
counsel as necessary or appropriate.
WITNESS the due execution of this Revolving Credit Note as a
document under seal, as of the date first written above, with the intent to be
legally bound hereby.
CAREERBUILDER, INC.
By: /s/ XXXXX X. XXXXXX
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Name: Xxxxx X. Xxxxxx
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Title: CFO
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