Note
Exhibit 99.5
Note
Up to [***] | November 19, 2009 |
FOR VALUE RECEIVED, JJ Media Investment Holding Limited, a British Virgin Islands company (the
“Borrower”), hereby promises to pay to Citibank, N.A. (the “Lender”), in lawful money of the United
States of America, on the Maturity Date the principal sum of [***]
([***]) or, if less, the aggregate principal amount outstanding
of the Loans made by the Lender to the Borrower under the Margin Loan Agreement specified below and
then outstanding, as evidenced on the books and records of the Lender. The Borrower also promises
to pay interest on the outstanding unpaid principal amount hereof in like money, from the date
hereof until such unpaid principal is paid in full, at the rates, at the times and in the manner
provided in the Margin Loan Agreement (as defined herein) as well as all other amounts payable
thereunder by the Borrower. This Note is a Note referred to in the Margin Loan Agreement, dated as
of November 13, 2009, between the Borrower, Citibank, N.A., as administrative agent and collateral
agent, the Lender and various other lenders party thereto (as amended from time to time, the
“Margin Loan Agreement”) and is subject to and entitled to the benefits thereof and of the other
Loan Documents. This Note is secured as provided in the Loan Documents. This Note is subject to
optional prepayment under the conditions set forth in Section 2.03(a) and mandatory prepayment
under the conditions set forth in Sections 2.03(b) and 8.02, in each case, in whole or in part,
prior to the Maturity Date on the terms and conditions provided in the Margin Loan Agreement. The
Lender may record transactions on the Note on the Schedule hereto.
If an Event of Default shall occur and be continuing, the principal of and accrued interest on
and other amounts relating to this Note may become or be declared to be due and payable in the
manner and with the effect provided in the Margin Loan Agreement.
The Borrower hereby waives presentment, demand, protest or notice of any kind in connection
with this Note.
Capitalized terms used but not defined herein shall have the meanings given to them in the
Margin Loan Agreement.
THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW
YORK, WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAWS PRINCIPLES THAT WOULD REQUIRE THE APPLICATION
OF THE LAWS OF ANOTHER JURISDICTION.
*** | Certain confidential information contained in this document, marked by brackets, has been omitted and filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. |
JJ Media Investment Holding Limited |
||||
By: | /s/ Xxxxx Xxxxxxx Xxxxx | |||
Name: | Xxxxx Xxxxxxx Xxxxx | |||
Title: | Director |
SCHEDULE
TRANSACTIONS ON NOTE
Amount of Interest | Principal | |||||||||||||
Date of | paid to or for the | Amount of | Balance | Grid Entry | ||||||||||
Loan | Amount of Loan | account of Lender | Principal Paid | Outstanding | Made By | |||||||||
November 19, 2009
|
[***] | — | — | [***] |