Exhibit 7(e)
PROMISSORY NOTE
$31,738,165.26 September 6, 2001
FOR VALUE RECEIVED, the undersigned (the "Borrower"), hereby promises to
pay to the order of Liberty Media Corporation, a Delaware corporation (the
"Lender"), on the Maturity Date (as defined in the Credit Agreement referred to
below) the principal amount of THIRTY ONE MILLION SEVEN HUNDRED THIRTY-EIGHT
THOUSAND ONE HUNDRED SIXTY-FIVE AND 26/100 DOLLARS (US $31,738,165.26), payable
by Borrower to Lender on the Maturity Date under that certain First Amended and
Restated Credit Agreements dated as of December 22, 2000 between Borrower and
Liberty Media Corporation (as extended, renewed, amended or restated from time
to time, the "Credit Agreement"; the terms defined therein being used herein as
therein defined).
Borrower promises to pay interest on the unpaid principal amount of each
Loan from the date of such Loan until such principal amount is paid in full, at
such interest rates, and payable at such times and in such manner as are
specified in the Credit Agreement. Xxxxxxxx also agrees that the principal
amount of, and any accrued unpaid interest on, this Note is convertible into
shares of its Class B Common Stock pursuant to the Credit Agreement.
All payments of principal and interest shall be made to Lender in United
States dollars in immediately available funds at the Lender's address or by wire
per Xxxxxx's instructions, or as otherwise provided for in the Credit Agreement.
If any amount is not paid in full when due hercunder, such unpaid amount
shall bear interest, to be paid upon demand, from the due date thereof until the
date of actual payment (and before as well as after judgment) computed at the
per annum rate set forth in the Credit Agreement.
This Note is one of the "Notes" referred to in the Credit Agreement.
Reference is hereby made to the Credit Agreement for provisions regarding
payment, events of default, the rights of Lender upon the occurrence of any
event of default (including the right to accelerate the maturity hereof upon the
occurrence of any such events), and certain limitations on such rights and the
other rights of Borrower hereunder pursuant to the subordination provisions set
forth therein and in the Subordination Agreement referred to therein.
Borrower, for itself, its successors and assigns, hereby waives diligence,
presentment, protest and demand and notice of protest, demand, dishonor and
non-payment of this Note.
Xxxxxxxx agrees to pay all collection expenses, court costs and Attorney
Costs, as defined in the Credit Agreement, (whether or not litigation is
commenced) of Lender which may be incurred in connection with the collection or
enforcement of this Note.
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THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK.
LIBERTY LIVEWIRE CORPORATION
By: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
Senior Vice President
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