EXHIBIT 10(k)
LIFESTYLE MEDIA ACQUISITION CORPORATION
TERM NOTE
$1,674,595.00 August 14, 1998
FOR VALUE RECEIVED, the undersigned, LIFESTYLE MEDIA ACQUISITION
CORPORATION, a Pennsylvania corporation (the "Maker"), intending to be legally
bound, hereby unconditionally promises to pay to XXXXXXX XXXXXXX and XXXXX
XXXXXXX, each an individual resident of Florida (collectively, the "Payee"), or
to their order, at their principal address at 0000 X. Xxxxxxx Xxxxxxxxx, Xxx.
000, Xxxx Xxxxxxxxxx, Xxxxxxx 00000 (or at such other place as the holder hereof
may designate from time to time), the principal sum of One Million Six Hundred
Seventy-Four Thousand Five Hundred Ninety-Five and 00/100 Dollars
($1,674,595.00) with interest at the rate of 6% per annum. Said principal and
interest shall be due and payable as set forth herein.
Principal and interest on this Note shall be payable in annual
installments on or before the first through the fifth anniversaries of the date
of this Note as set forth in the following schedule:
Payment Date Principal Interest Total Payment
------------ --------- -------- -------------
1st anniversary of closing date $ 87,524.32 $82,475.68 $170,000.00
2nd anniversary of closing date 92,775.78 77,224.22 170,000.00
3rd anniversary of closing date 268,342.32 71,657.68 340,000.00
4th anniversary of closing date 284,442.86 55,557.14 340,000.00
5th anniversary of closing date 641,509.43 38,490.57 680,000.00
Payments made hereunder shall be applied first to accrued unpaid interest on the
outstanding principal balance hereof and then to the outstanding principal
balance.
If payment of principal or interest on this Note shall become due on a
Saturday, Sunday or a public holiday under the laws of the State of Florida,
such payment shall be made on the next succeeding business day.
The unpaid principal amount hereof may be prepaid in whole or in part
without premium or penalty at any time, but only together with interest to the
date of prepayment on the outstanding principal balance being prepaid.
This Note is the Note referred to in the Stock Purchase Agreement dated
August 7, 1998 among the Maker and the Payee (the "Purchase Agreement") and is
subject to the provisions of the Purchase Agreement, all of which are
incorporated by reference herein, including without limitation the provisions of
Section 6.05 of the Purchase Agreement entitling the Maker to set off against
its payment obligations hereunder amounts claimed as owing by the Payee to the
Maker pursuant to Section 6.01 of the Purchase Agreement.
If there shall occur and shall be continuing a failure in the payment on
or before on its due date of any payment required to be made hereunder, and such
failure shall have continued for a period of ten (10) days following written
notice by the Payee to the Maker of such failure (an "Event of Default"), the
holder of this Note may declare the entire unpaid principal amount of this Note,
together with any and all interest accrued and unpaid thereon, to be immediately
due and payable; whereupon the unpaid principal of this Note then outstanding
and interest accrued thereon and all other liabilities of the undersigned
hereunder shall thereupon become and be immediately due and payable without
presentment, demand, protest or other notice of any kind, all of which are
hereby expressly waived.
In the event and during the continuance of an Event of Default, this
Note shall bear default interest at the rate of 12% per annum until the date the
payment is made. In addition, if the Maker fails to make any payment hereunder
when due and such failure continues for three (3) days thereafter, the Maker
shall pay to the Payee a late payment fee equal to one percent (1%) of the
amount of such payment.
No failure or delay by any party in exercising any right, power, or
privilege under this Note shall operate as a waiver thereof; nor shall any
single or partial exercise of any right, power, or privilege hereunder preclude
any other or further exercise thereof or the exercise of any other right, power,
or privilege.
The Maker agrees to pay, in addition to all other sums payable
hereunder, the reasonable costs and expenses incurred by the Payee in connection
with all actions taken to enforce collection of this Note upon the occurrence of
an Event of Default, whether by legal proceedings or otherwise, including
without limitation reasonable attorneys' fees and court costs.
The Maker hereby expressly waives diligence, presentment, demand,
protest, and notice of nonpayment and dishonor to the extent permitted by the
applicable law. All amounts payable in respect of this Note shall be paid
without counterclaim, setoff, deduction, defense, suspension, or deferment.
This Note shall be governed by and construed in accordance with the laws
of the State of Florida. In the event any provisions of this Note shall be
prohibited or invalid under applicable law, such provision shall be ineffective
to the extent of such prohibition or invalidity without invalidating the
remainder of such provision or the remaining provisions of this Note.
[SIGNATURE PAGE FOLLOWS]
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WITNESS the due execution and delivery of this Term Note as of the date
first above written by the undersigned officer xxxxxxxxx xxxx authorized.
LIFESTYLE MEDIA ACQUISITION
CORPORATION
By: /s/ XXXXXX X. XXXXX
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President
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