THE SECURITY EVIDENCED OR CONSTITUTED HEREBY HAS BEEN ACQUIRED FOR INVESTMENT
AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS
SECURITY MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS THE
REGISTRATION PROVISIONS OF SAID ACT (OR AN EXEMPTION THEREFROM) HAVE BEEN
COMPLIED WITH.
No. 1 New York, New York
$5,000,000 January 15, 1999
TERM NOTE
FOR VALUE RECEIVED, the undersigned, FLASHNET COMMUNICATIONS, INC., a
Texas corporation (the "BORROWER"), promises to pay to the order of XXXXXXX
XXXXX CREDIT PARTNERS L.P., or its registered assigns (the "HOLDER"), the
principal sum of the aggregate of (i) FIVE MILLION Dollars ($5,000,000) and (ii)
the aggregate amount by which the principal amount of this Term Note is
increased by Capitalized Interest pursuant to Section 2.2(c) of the Term Loan
Agreement referred to below, and to pay interest from the date hereof on the
unpaid principal amount hereof (including any Capitalized Interest) from time to
time outstanding, at the rates PER ANNUM and on the dates specified in that
certain Term Loan Agreement, dated as of January 15, 1999, among the Borrower,
FLASHNET MARKETING, INC., a Texas corporation, and FLASHNET TELECOM, INC., a
Texas corporation, as guarantors (each a "GUARANTOR" and, collectively, the
"GUARANTORS"), the Lenders named therein, and XXXXXXX XXXXX CREDIT PARTNERS
L.P., as Administrative Agent (as amended, supplemented, restated and/or
otherwise modified from time to time, the "TERM LOAN AGREEMENT"). Terms used
herein and not otherwise defined have the meanings assigned to them in the Term
Loan Agreement. In the event the principal amount of this Term Note is
increased in accordance with Section 2.2(c) of the Term Loan Agreement, the
Holder may exchange this Term Note for a Term Note definitively stating the
aggregate principal amount hereof pursuant to Section 6.5 of the Term Loan
Agreement.
The unpaid principal balance (including any Capitalized Interest) of
this Term Note, together with all accrued and unpaid interest thereon, and the
Applicable Repayment Fee shall become due and payable on the Maturity Date.
The Borrower promises to pay interest on demand, to the extent
permitted by law, on any overdue principal and interest from their due dates at
the rate PER ANNUM as specified in Section 2.2 of the Term Loan Agreement.
All payments of the principal of, Applicable Repayment Fees, and
interest on this Term Note shall be made in money of the United States of
America that at the time of payment is legal tender for the payment of public
and private debts, by transfer of immediately available funds into a bank
account designated by the Holder in writing to the Borrower. The principal
amount of this Term Note is subject to increase in accordance with Section
2.2(c) of the Term Loan Agreement.
The Borrower agrees to pay, upon demand, all reasonable out-of-pocket
expenses (including, without limitation, the reasonable fees and disbursements
of legal counsel to the Holder) associated with the waiver, enforcement or
modification of the Term Loan Agreement or this Term Note.
This Term Note is entitled to the benefits of a joint and several
unconditional and irrevocable guarantee (the "NOTE GUARANTEE") of, INTER ALIA,
the due and punctual payment of the
principal of, the Applicable Repayment Fee, premium (if any) and interest on
this Term Note as set forth the Term Loan Agreement. Each of the Guarantors has
acknowledged its liability under the Note Guarantee by signing this Term Note.
The Borrower hereby waives diligence, presentment, demand, protest and
notice of any kind whatsoever. The nonexercise by the Holder of any of its
rights hereunder in any particular instance shall not constitute a waiver
thereof in that or any subsequent instance.
This Term Note is one of the Term Notes referred to in the Term Loan
Agreement, which Agreement, among other things, contains provisions for the
acceleration of the maturity hereof upon the happening of certain events, for
optional and mandatory prepayment in full of the principal hereof prior to
maturity and for the amendment or waiver of certain provisions of the Term Loan
Agreement, all upon the terms and conditions therein specified. In the event of
any conflict between the provisions of this Term Note and the Term Loan
Agreement, the provisions of the Term Loan Agreement shall govern.
THIS TERM NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY
THE LAWS OF THE STATE OF NEW YORK.
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IN WITNESS WHEREOF, the Borrower has caused this Term Note to be
signed in its corporate name by its duly authorized officer and to be dated as
of the day and year first above written.
FLASHNET COMMUNICATIONS, INC.,
as Borrower
By: /s/ A. L. Thurburn
---------------------------------
Name: A. L. Thurburn
Title: CEO & COB
ACKNOWLEDGMENT OF NOTE GUARANTEE:
FLASHNET MARKETING, INC.,
as Guarantor
By: /s/ A. L. Thurburn
---------------------------------
Name: A. L. Thurburn
Title: V.P. & Secretary
FLASHNET TELECOM, INC.,
as Guarantor
By: /s/ A. L. Thurburn
--------------------------------
Name: A. L. Thurburn
Title: COB
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