Exhibit 10.1
PROMISSORY
NOTE
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$7,197,143.21
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New York, New
York
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May 29,
2009
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FOR VALUE RECEIVED,
the undersigned, WebMediaBrands Inc., a Delaware corporation
with a business address at 23 Old Kings Highway South, Darien, CT
06820 (“ WMB ”), and Mediabistro.com,
Inc. , a Delaware corporation with a mailing address of 475
Park Avenue South/4th Floor, New York, NY 10016
(“Mediabistro” and collectively with WMB the “
Maker ”), jointly and severally promise to pay to the
order of Alan M. Meckler (the “Payee”) or any
subsequent assignee or holder hereof (Payee or any subsequent
assignee or holder hereof sometimes being hereinafter referred to
as “ Holder ”) at 435 East 52
nd
Street New York, NY
10022, or at such other address as Holder may designate from time
to time in writing, the principal sum of SEVEN MILLION ONE HUNDRED
NINETY SEVEN THOUSAND ONE FORTY THREE AND 21
/
100
DOLLARS
($7,197,143.21) or so much thereof as remains unpaid to Holder from
time to time, together with: (i) interest on the principal
balance outstanding from time to time, from the date hereof until
said balance shall have been paid in full, at the rate and in the
manner hereinafter provided; (ii) all taxes levied or assessed
on this Note or the debt evidenced hereby against the Holder and
(iii) all costs and expenses, including reasonable
attorneys’ fees, incurred in collecting or attempting to
collect the indebtedness evidenced by this Promissory Note (the
“ Note ”) or to realize on any collateral
securing this Note or to protect or sustain the lien of the Lender,
or in any litigation or controversy arising from or connected with
this Note or any security for this Note.
1. Principal and Interest
.
a. Interest on the
outstanding principal amount of this Note shall accrue at the rate
of Four and 70
/
100
percent
(4.70%) per annum. Interest shall be calculated for the actual
number of days elapsed on the basis of a 365 day year, including
the first date of the applicable period to, but not including, the
date of repayment. Following the occurrence and continuation of an
Event of Default (as defined herein) or after maturity and
including the period after any judgment has been rendered with
respect hereto, the interest rate payable hereunder shall increase
by two percent (2%) per annum from the date of the occurrence
of such Event of Default until written waiver of the Event of
Default by Holder or payment of all principal, interest and other
amounts due hereunder in full.
b. Interest only
shall be payable monthly in arrears commencing on July 1, 2009
and continuing on the 1 st day of each succeeding calendar
month until June 1, 2014. Thereafter, monthly principal and
interest payment in the amount of $55,796.16 shall be payable in
consecutive monthly installments commencing July 1, 2014 and
continuing on the 1 st day of each succeeding calendar
month thereafter. The outstanding principal amount of this Note,
together with all interest accrued thereon and all other amounts
due and payable by the Maker hereunder and under the security or
other documents, instruments and agreements executed in connection
with this Note (collectively the “Loan Documents”)
shall be due and payable in full on May 29, 2016.
c. For each month or
portion thereof that any principal balance of this Note remains
outstanding, the Maker shall pay the Holder an accommodation fee of
Forty Thousand Dollars ($40,000) (the “ Accommodation
Fee ”). The Accommodation Fee shall be payable with each
monthly installment of interest due hereunder commencing with the
first installment on July 1, 2009 and continuing on the
1 st day of every month thereafter.
For the avoidance of doubt, the final Accommodation Fee will be due
and payable with the final payment (whether at maturity or due to a
default or acceleration) that discharges the remaining principal
balance of this Note.
1
2. Representations . Each
Maker hereby represents and warrants as follows:
(a) Each Maker is a corporation duly
formed, validly existing and in good standing under the laws of the
State of Delaware, with all requisite power and authority to
conduct its business.
(b) Each Maker is duly qualified
and/or licensed to conduct its business, and is in good standing in
each of the jurisdictions in which it conducts its business except
where the failure to so qualify would not have a material adverse
effect on the business, assets, liabilities or operations of a
Maker.
(c) Each Maker has full power and
authority to execute and deliver this Note and to perform its
obligations hereunder.
(d) Each Maker has duly executed and
delivered this Note. This Note is a legal, valid and binding
obligation of each Maker, enforceable against such Maker in
accordance with its terms, except as such enforceability may be
limited by bankruptcy, insolvency, reorganization, fraudulent
conveyance or other similar laws affecting the enforcement of
creditors’ rights generally and general equitable
principles.
(e) Since March 31, 2009, there
has been no event, occurrence, fact, condition, change, development
or effect that, individually or in the aggregate, would constitute,
result in or have a material adverse effect on a Maker or its
business, assets, liabilities or operations.
3. Events of Default . The
entire unpaid principal sum hereof and all accrued and unpaid
interest thereon shall at once become due and payable upon the
occurrence of any of the following events for any reason (each, an
“ Event of Default ”): (a) the failure by
Maker to fully pay any installment of principal or interest due
hereunder within 30 business days after the same shall have become
due; (b) if either Maker shall become insolvent or shall
generally not, or shall be unable to, or shall admit in writing its
inability to, pay its debts as they be
