Bridge Loan Note - CareerBuilder Inc. and PNC Bank NA
<PAGE> 1
BRIDGE LOAN NOTE
$4,000,000 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 FOUR MILLION DOLLARS
($4,000,000) (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 draw up to $2,000,000 on the
date of the Closing and up to $1,000,000 on the last business day of each month
thereafter up to a maximum of $4,000,000; provided, however, that if the Closing
occurs on a date after the fifteenth day of a month, the first month-end draw
after Closing cannot be made until the last business day of the following month.
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. Mandatory Prepayments shall be made in accordance with the terms of
the Loan Agreement. The outstanding principal balance and any accrued but unpaid
interest shall be due and payable on the Maturity Date. The "MATURITY DATE"
shall mean the earlier to occur of: (i) June 30, 1999; or (ii) the date when
Mandatory Prepayments required by the Loan Agreement equal the then outstanding
principal amount of the Facility. 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 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
<PAGE> 2
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 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
- 2 -
<PAGE> 3
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 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 Bridge Loan 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/ JAMES A. THOLEN
------------------------------------
Name: James A. Tholen
----------------------------------
Title: CFO
--------------------------------
- 3 -