Exhibit 10.8


 


9.25%
SENIOR PURCHASE MONEY NOTE


 


U.S. $25,000,000


May 4,
2004


 


THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY STATE SECURITIES OR “BLUE SKY” LAWS AND MAY NOT BE OFFERED
OR SOLD EXCEPT IN COMPLIANCE WITH THE REQUIREMENTS IMPOSED THEREBY.


 


FOR VALUE RECEIVED,
the undersigned, INdTV,  LLC,  a Delaware limited liability company (together with its
successors and permitted assigns, the “Company”), promises to pay to  Dylan Holdings, Inc., a Delaware
corporation (together with its successors and permitted assigns, “Holder”), in lawful
money of the United States of America and in immediately available funds, the
principal amount of twenty-five million dollars ($25,000,000), as such amount
may be increased in accordance with Section 1(b)(i) hereof, and
interest thereon calculated from (and including) the date hereof through (but
excluding) the date paid in full, all in accordance with the provisions of this
Note. Certain capitalized terms used in this Note have the meanings assigned to
them in Section 13 hereof.  Other
capitalized terms used but not otherwise defined in this Note have the meanings
assigned to them in the Purchase Agreement (as hereinafter defined).  Holder will hold this Note solely as agent on
behalf of Sellers, and shall promptly forward any cash amounts received
pursuant to this Note to Sellers, as appropriate.  The Company shall have no obligation to
Sellers other than to make cash payments to Dylan pursuant to this Note.  Only Holder shall have the right to enforce
this Note and shall have sole authority to waive any of its rights, powers or
privileges hereunder.


 


This Note is issued in connection with the
Asset Purchase Agreement entered into by and among the Company, Holder and
certain Affiliates of Holder, dated as of May 4, 2004 (as amended,
supplemented or otherwise modified from time to time, the “Purchase Agreement”).


 


Section 1.  Payment of Principal and Interest.


 


(a)          Scheduled
Payment of Principal. 
The principal amount of this Note, together with any and all accrued and
unpaid interest thereon, shall be paid in cash to Holder on May 4,
2008, or if such date is not a Business Day, then on the next succeeding
Business Day (the “Final Maturity
Date”).


 


(b)         Payment
of Interest.  This Note shall
bear simple interest on the unpaid principal amount, from (and including) the
date hereof through
(but excluding) the date paid in full, at the rate of  9.25% per annum and, for each day on, after
and during the continuation of an Event of Default (as hereinafter defined),
simple interest on the unpaid principal amount until paid in full, at a rate
per annum equal to 11.25% (“Interest”).  Interest shall be calculated based upon a
365-day year and the actual number of days elapsed.  Interest shall be payable on the unpaid
principal amount semi-annually in arrears on November 4th and May 4th
of each year, or if any such day is not a Business Day, on the next succeeding
Business Day, commencing 


 





















 


November 4,
2004 through the Final Maturity Date (each such date, an “Interest Payment Date ”) as
follows:


 


(i)                                     with respect to any Interest Payment Date
occurring on or prior to May 4,
2006, in cash or, at the Company’s option (unless an Event of Default shall
have occurred and is continuing), by capitalizing as principal the
amount of Interest payable on such Interest Payment Date, thereby adding such
amount to the unpaid principal amount of this Note on such date; and


 


(ii)                                  with respect to any Interest Payment Date
occurring after  May 4, 2006, in cash.


 


(c)          Optional
Prepayment.  The Company may,
upon one (1) Business Day’s notice to Holder, at any time and from time to
time, without premium or penalty, prepay in whole the aggregate unpaid
principal amount of this Note, together with all accrued and unpaid Interest
hereon, in cash, to (but excluding) the date of prepayment, or prepay in part
in amounts aggregating $1,000,000 or more the aggregate unpaid principal amount
of this Note, together with accrued and unpaid Interest hereon, in cash, to
(but excluding) the date of prepayment. 
Each partial prepayment made pursuant to this Section 1(c) shall
first be credited to accrued and unpaid Interest and the remainder shall be
credited to the unpaid principal amount of this Note.


 


Section 2.  General Provisions as to Payment; Overdue Amounts.


 


(a)          Payments of principal and cash Interest hereunder and all
other amounts due to Holder under the Note Documents shall be made in lawful
money of the United States of America by wire transfer of immediately available
funds to the account of Holder in accordance with Holder’s written
instructions.


 


(b)         Any overdue principal of, or interest on, this Note, and any
other amount payable under the Note Documents that is not paid when due, shall
bear interest payable on demand and in cash, for each day from (and including)
the due date therefor to (but excluding) the date paid in full at a rate per
annum equal to 11.25%.  If the date for
any payment of principal or any other amount due under this Note or any other
Note Document is extended by operation of law or otherwise, interest thereon
shall be payable for such extended time.


 


Section 3.  Redemption.


 


(a)          Redemption
Upon a Change of Control. 
If during the time this Note remains outstanding there occurs a Change
of Control, Holder shall have the right (exercisable for a period from (and
including) the date on which such Change of Control occurred to (and including)
the thirtieth (30th) day after Holder’s receipt of the Change of
Control Notice) to require the Company to redeem this Note in cash at a price
(the “Redemption
Price”) equal to the then outstanding principal amount plus any
accrued and unpaid Interest thereon.


 


(b)         Procedures
for Redemption.


 


(i)                                     The Company shall deliver a written notice
(the “Change
of Control Notice”) to
Holder as promptly as reasonably practicable following (and in any event 


 


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within two (2) Business Days of) the
closing or occurrence of the event causing the Change of Control, describing in
reasonable detail the facts and circumstances giving rise thereto.


 


(ii)                                  If, following its receipt of the Change of
Control Notice, Holder desires to exercise its right to require the Company to
redeem this Note pursuant to clause (i) above, then Holder shall deliver written
notice thereof (the “Mandatory Redemption Notice”) to the Company by no later than the date
that occurs thirty (30) days after the date the Change of Control Notice is
received by Holder, and the Company shall redeem this Note and pay the
Redemption Price within fifteen (15) days after its receipt of the Mandatory
Redemption Notice, as specified in Section 2 hereof, upon presentation and
surrender of this Note by Holder to the Company at the Company’s principal
place of business, free and clear of all Liens (other than any Liens imposed in
accordance with any Note Document), whereupon this Note shall thereafter be
canceled by the Company.


 


(iii)                               If, within thirty (30) days after its receipt
of the Change of Control Notice, Holder fails to deliver written notice to the
Company of its desire to exercise its right to require the Company to redeem
this Note, then such right shall be deemed waived.


 


Section 4.  Affirmative Covenants.  The Company agrees it will perform or cause
to be performed the obligations set forth below.


 


Subsection
4.1               Maintenance of Existence; Compliance with
Obligations.  The
Company will, and will cause each of its Subsidiaries to, (i) continue to
engage in business of the same general type as is currently contemplated to be
conducted by the Company and its Subsidiaries and do or cause to be done all
things necessary to preserve and keep in full force and effect its legal
existence and (ii) satisfy all of their respective material obligations
and liabilities as and when they become due; provided, however,
that the foregoing shall not prohibit (A) any merger, consolidation or
other transaction permitted under Subsection 5.4 hereof, (B) any
Disposition made pursuant to, and in compliance with, Subsection 5.7 hereof, or (C) the
Company or any of its Subsidiaries from changing its form of legal entity, as
long as, (x) in the case of each of clause (A), (B) and (C) of
this proviso, after giving effect thereto, no Default (including, without
limitation, under Section 6(a)(x) hereof) shall have occurred and be
continuing or could reasonably be expected to result therefrom, and (y) in
the case of each of clause (A) and (C) the provisions of Section 13(a) of
the Security Agreement have been complied with.


 


Subsection
4.2               Compliance with Laws.


 


The
Company will, and will cause each of its Subsidiaries to, comply with the requirements of all applicable laws,
rules, regulations and orders of any governmental authority, except to the
extent the non-compliance therewith would not reasonably be expected to result
in a Material Adverse Effect.


 


Subsection 4.3               Financial Information. The Company will furnish the
following to Holder:


 


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(a)          as
soon as available and in any event within sixty (60) days after the end of each
of the first three Fiscal Quarters of each Fiscal Year, a copy of the
consolidated balance sheet of the Company and its Subsidiaries as of the end of
such Fiscal Quarter and the related consolidated statements of income and cash
flow of the Company and its Subsidiaries for such Fiscal Quarter and for the
period commencing at the end of the previous Fiscal Year and ending with the
end of such Fiscal Quarter, and including (in each case), following the first
full Fiscal Quarter following the one-year anniversary of the date hereof, in
comparative form the figures for the corresponding Fiscal Quarter in, and year
to date portion of, the immediately preceding Fiscal Year;


 


(b)         as soon as available and in any
event within one hundred and twenty (120) days after the end of each Fiscal
Year, a copy of the consolidated balance sheet of the Company and its
Subsidiaries and the related consolidated statements of income and cash flow of
the Company and its Subsidiaries for such Fiscal Year, setting forth, following
the first full Fiscal Year following the one-year anniversary of the date
hereof, in comparative form the figures for the immediately preceding Fiscal
Year;


 


(c)          simultaneously with the delivery
of each set of financial statements referred to in clauses (a) and (b) above,
a certificate of the chief financial officer of the Company (delivered on
behalf of the Company and in his or her capacity as chief financial officer of
the Company, not in his or her individual capacity) stating that such financial
statements (A) present fairly, in all material respects, the financial
position, the results of operations and the cash flows of the Company as of the
date of such financial statements and (B) were prepared, in all material
respects, in accordance with GAAP applied on a consistent basis; and


 


(d)         simultaneously with the
delivery of each set of financial statements referred to in clauses (a) and
(b) above, a certificate of the chief financial officer or chief executive
officer of the Company stating (i) whether, to his knowledge, any Default
then exists and (ii) if, to his knowledge, any Default then exists, the
details thereof and the actions which the Company is taking or proposes to take
with respect thereto.


 


Subsection 4.4               Notice of Defaults.  Promptly,
and in any event within seven (7) Business Days, after any officer of the
Company obtains knowledge of the occurrence of any Default, the Company shall
furnish to Holder a certificate of the chief executive officer or the chief
financial officer of the Company setting forth the details thereof and the
actions which the Company is taking or proposes to take with respect thereto.


 


Subsection 4.5               Inspection of
Property, Books and Records.  The
Company will keep, and will cause each of its Subsidiaries to keep, proper
books of record and account in which full, true and correct entries shall be
made of all dealings and transactions in relation to its business and
activities; and, if an Event of Default has occurred and is continuing, will
permit, and will cause each of its Subsidiaries to permit, representatives of
Holder to visit and inspect any of their respective properties, to examine and
make abstracts from any of their respective books and records and to discuss
their respective affairs, finances and accounts with their respective officers,
employees and independent public accountants, all at such reasonable times and
as often as may reasonably be desired. 
The provisions of Section 9 of the Security


 


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Agreement
apply to any information acquired by Holder in the exercise of its rights under
this Subsection 4.5.


 


Section 5.  Negative Covenants.  The Company covenants and agrees with Holder
that:


 


Subsection 5.1                            Indebtedness. 
The Company will not, and will not permit any of its Subsidiaries to,
create, incur, assume or permit to exist any Indebtedness, other than:


 


(a)          Indebtedness
in respect of this Note;


 


(b)         Indebtedness
of the Company or any Subsidiary of the Company which (i) (A) does
not permit or require any payment of principal to be made prior to five (5) Business
Days after the Final Maturity Date, (B) is not secured by any assets of
the Company or of any of its Subsidiaries (except to the extent that any such
security interest and the obligation that it secures is expressly and fully
subordinated to the rights of Holder under the Note Documents) and (C) is
expressly and fully subordinated to this Note and (ii) is evidenced by
documents that contain subordination terms that are reasonably satisfactory to
Holder;


 


(c)          trade
Indebtedness (i) incurred in the ordinary course of business of the
Company and its Subsidiaries (including current accounts payable extended by
suppliers on normal trade terms in connection with purchases of goods and
services which are not overdue for a period of more than ninety (90) days or,
if overdue for more than ninety (90) days, as to which either (x) such
amounts are accrued on the books of the Company or such Subsidiary or (y) a
dispute exists and adequate reserves in conformity with GAAP have been
established on the books of the Company or such Subsidiary) and (ii) in
respect of performance, surety or appeal bonds provided in the ordinary course
of business;


 


(d)         Indebtedness
(i) evidencing the deferred purchase price of newly acquired property or
incurred solely to finance the acquisition of such property of the Company and
its Subsidiaries (pursuant to purchase money mortgages or otherwise, whether
owed to the seller or a third party) (provided that such Indebtedness is incurred
within one hundred and eighty (180) days of the acquisition of such property), (ii) incurred
solely to finance the construction or improvement of property or assets owned
by the Company or any of its Subsidiaries or (iii) that constitutes
Capitalized Lease Liabilities;


 


(e)          unsecured
intercompany Indebtedness among the Company and its  Subsidiaries;


 


(f)            reimbursement
obligations or guarantees arising in the ordinary course of business in respect
of business-related expenses incurred by any employee of the Company or of any
Subsidiary of the Company;


 


(g)         unsecured
Guarantee Obligations of the Company or any Subsidiary of the Company with
respect to Indebtedness of the Company or a Subsidiary permitted under this
Subsection 5.1(so long as each such Guarantee Obligation is expressly and fully
subordinated to this Note and the other Note Documents);


 


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(h)         renewals
and refinancing of any Indebtedness permitted pursuant to clause (d) above;
provided  that the principal amount of such
Indebtedness does not exceed the principal amount of the Indebtedness
refinanced; and


 


(i)             other
unsecured Indebtedness of the Company and its Subsidiaries not described in
clauses (a) though (h) above; provided
that the Indebtedness permitted under this clause (i) does not, at any one
time, exceed, in the aggregate, the sum of (A) $5,000,000, plus (B) the
aggregate amount of any principal payments made by the Company on this Note
(excluding the amount of any Interest capitalized as principal pursuant to Section 1(b)(i) hereof
that is subsequently repaid in cash).


 


Subsection 5.2                            Negative
Pledge.  The Company will not,
and will not permit any of its Subsidiaries to, create, incur, assume or suffer
to exist any Liens upon or with respect to any asset now owned or hereafter
acquired by it (including, without limitation, the Collateral (as defined in
the Security Agreement)) or on any of its rights in respect thereof, except for
the following (collectively, the “Permitted Liens”):


 


(a)          Liens granted pursuant to the Security Agreement;


 


(b)         Liens existing as of the Closing
Date (as defined in the Purchase Agreement), which are set forth on Schedule
A hereto;


 


(c)          Liens incidental to the ordinary conduct of the business of
the Company and its Subsidiaries or the ownership of their respective assets
which do not secure Indebtedness, such as carrier’s, warehousemen’s,
materialmen’s, landlord’s and mechanic’s liens, and which do not in the
aggregate materially detract from the value of their respective assets or
materially impair the use thereof in the ordinary course of business;


 


(d)         Liens incurred or deposits made in the ordinary course of
business in connection with workers’ compensation, unemployment insurance or
other forms of governmental insurance or benefits, or to secure performance of
tenders, statutory obligations, bids, leases or other similar obligations
(other than for Indebtedness) entered into in the ordinary course of business
or to secure obligations on surety and appeal bonds or performance bonds
entered into in the ordinary course of business;


 


(e)          judgment Liens which do not
otherwise result in an Event of Default under Section 6(a)(viii) hereof;


 


(f)            Liens securing Indebtedness
permitted pursuant to Subsections 5.1(b), 5.1(d) or 5.1(h) hereof; provided that with respect to Liens
securing Indebtedness permitted pursuant to Subsections 5.1(d) or 5.1(h) hereof,
such Liens do not extend to any property other than the property being acquired
or constructed or to the property being improved (but only to the extent of
such improvement);


 


(g)         Liens for Taxes, assessments or governmental charges or
levies, or otherwise arising by operation of law, which Taxes, assessments or
governmental charges or levies are not yet due and payable or which are being
contested in good faith by appropriate proceedings and for which adequate
reserves have been established in accordance with GAAP;


 


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(h)         Liens arising solely by virtue of any statutory provisions
relating to banker’s liens, rights of set-off or similar rights and remedies as
to deposit accounts or other funds maintained with a creditor depositary
institution;


 


(i)             Liens permitted under Subsection
5.8 hereof; and


 


(j)             other
Liens in respect of assets now owned or hereafter acquired by the Company or
any of its Subsidiaries not described in clauses (a) through (i) above;
provided that each
such Lien and the obligation that it secures is expressly and fully
subordinated to all Liens granted pursuant to the Security Agreement and the
obligations of the Company under this Note and the other Note Documents by
documents that contain subordination terms that are reasonably satisfactory to
Holder and; provided, further, that the
aggregate principal amount of the Indebtedness secured by Liens permitted under
this clause (j) does not, at any one time, exceed the sum of (A) $5,000,000,
plus (B) the aggregate amount of any principal payments made by the
Company on this Note (excluding the amount of any Interest capitalized as
principal pursuant to Section 1(b)(i) hereof that is subsequently
repaid in cash).


 


Subsection
5.3                            Investments.  The Company will
not, and will not permit any of its Subsidiaries to, make any Investment in any
Person, except for:


 


(a)          the purchase of all
or substantially all of the Capital Stock of another Person constituting the
acquisition of a business unit;


 


(b)         Investments in Cash Equivalents;


 


(c)          Investments received in connection with the bankruptcy or
reorganization of, or settlement of delinquent accounts and disputes with,
customers and suppliers, in each case in the ordinary course of business;


 


(d)         Investments by way of contributions to capital or purchases
of Capital Stock of any of the Company’s Subsidiaries or loans to the Company
or any Subsidiary of the Company;


 


(e)          Investments consisting of any deferred portion of the sales
price received by the Company or any Subsidiary in connection with any
Disposition permitted under Subsection 5.7;


 


(f)            Investments in Capital Stock of any Person
received in exchange for bona fide services provided to such Person or its
Affiliates by the Company or any of its Subsidiaries in the ordinary course of
business; and


 


(g)         other
Investments not
described in clauses (a) through (f) above; provided that the Investments
permitted under this clause (g) do not to exceed, in the aggregate, the
sum of (A) $5,000,000,
plus (B) the aggregate amount of any principal payments made by the
Company on this Note (excluding the amount of any Interest capitalized as
principal pursuant to Section 1(b)(i) hereof that is subsequently
repaid in cash).


 


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Subsection 5.4                            Merger, Consolidation etc.  The
Company shall not, and shall not permit any of its Subsidiaries to, consolidate
or merge with any other Person or sell, transfer or otherwise dispose of any of
its properties and assets substantially as an entirety to any Person, unless:


 


(a)          in the event that the Company or any of its Subsidiaries
shall consolidate with or merge into another Person or sell, transfer or
otherwise dispose of its properties and assets substantially as an entirety to
any Person, the Person formed by such consolidation or into which the Company
or any of its Subsidiaries is merged or the Person which acquires the
properties and assets of the Company or any of its Subsidiaries shall be a
corporation, limited liability company, partnership or trust organized and
validly existing under the laws of the United States of America, any State
thereof or the District of Columbia;


 


(b)         in the event that the Company shall consolidate or merge
with another Person and the Person surviving such transaction is not the
Company, then such surviving Person shall (i) expressly assume, by
delivery of a written instrument in form reasonably satisfactory to Holder, all
of the Company’s rights and obligations under this Note and under the other
Note Documents, and (ii) expressly grant Holder a valid and perfected
first priority security interest in any and all personal property then held by
such surviving Person or subsequently acquired by such surviving Person, by
documents in form and substance reasonably satisfactory to Holder;


 


(c)          in the event that any Subsidiary of the Company shall
consolidate or merge with another Person and the Person surviving such
transaction is not the Company, then such surviving Person shall (i) expressly
assume, by delivery of a written instrument in form reasonably satisfactory to
Holder, all of the Subsidiary’s rights and obligations under the Note Documents
and under any guarantees granted pursuant to this Note, and (ii) expressly
grant Holder a valid and perfected first priority security interest in any and
all assets then held by such surviving Person or subsequently acquired by such
surviving Person, by documents in form and substance reasonably satisfactory to
Holder; and


 


(d)         immediately after giving effect
to such transaction, no Event of Default shall have occurred and be continuing
(or could reasonably be expected to result therefrom).


 


Subsection
5.5                            Transactions
with Affiliates.  The Company will not, and will not permit any
of its Subsidiaries to, enter into any transaction or contract with any of its
Affiliates, unless such transaction or contract (i) is on fair and
reasonable terms no less favorable to the Company or such Subsidiary than it
could obtain in an arm’s-length transaction with a Person that is not an
Affiliate, (ii) was entered into prior to the date hereof or contemplated
by any agreement entered into prior to the date hereof (copies of which have
been furnished to Holder), (iii) is with officers, directors or other
employees of the Company or its Subsidiaries relating specifically and solely
to employment as such, or (iv) relates specifically and solely to the ownership
or issuance of equity interests in the Company or in any of the Company’s
Subsidiaries.  Notwithstanding
anything in this Subsection 5.5 to the contrary, the Company and each of its
Subsidiaries shall be permitted to reimburse Parent for reasonable
administrative expenses paid or incurred by Parent in connection with services
performed on behalf of or in


 


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support of the Company or any of its Subsidiaries or
in connection with the maintenance of the consolidated group composed of the
Parent and its Subsidiaries.


 


Subsection 5.6                            Restricted
Payments, etc.  The Company will not, and will not permit
any of its Subsidiaries to, declare or make a Restricted Payment other than:


 


(a)          Restricted Payments made by (i) a Subsidiary
of the Company to the Company or (ii) a Subsidiary of the Company to
another Subsidiary of the Company;


 


(b)         Restricted Payments made in connection with the
repurchase of the Company’s or any of its Subsidiaries’ Capital Stock or Options
held by the officers, directors and employees of the Company, any of its
Subsidiaries or Parent, so long as each such repurchase is pursuant to, and in
accordance with the terms of, a management and/or employee stock plan, a
management and/or employee benefit plan, a stock subscription or similar
agreement or a shareholder or similar agreement approved by the Board or
comparable governing body of any Subsidiary of the Company that is bound
thereby, is made in accordance with the LLC Agreement (as such agreement exists
on the date hereof, a copy of which has been furnished to Holder) or as
required by applicable law;


 


(c)          so long as no Event of Default has occurred and is
continuing, Restricted Payments made by the Company to Parent to enable Parent
to make distributions sufficient for Parent or its members to pay Taxes; provided, however,
that the aggregate amount of all such Restricted Payments that may be made by
the Company in any Fiscal Year shall not exceed the product of (A) the Tax
Rate (as hereinafter defined) and (B) the aggregate net taxable income of
Parent that is derived from the Company for the most recently ended Fiscal
Year.  “Tax Rate” means the sum of (1) the maximum federal
income tax rate applicable to individuals for the calendar year that includes
the end of the most recently ended Fiscal Year, plus (2) the product of (x) the
maximum state and local income tax rate for such calendar year applicable to
individuals residing in the locality in which the Company has its principal
place of business and (y) the excess of 100% over the rate described in (1) above; and


 


(d)         Restricted Payments made to Parent to
reimburse Parent for reasonable administrative expenses paid or incurred by
Parent in connection with services performed on behalf of or in support of the
Company or any of its Subsidiaries or in connection with the maintenance of the
consolidated group composed of the Parent and its Subsidiaries.


 


Subsection 5.7                            Dispositions. The Company will not, and will not permit any
of its Subsidiaries to, make any Disposition, except:


 


(a)          Dispositions in the ordinary course of business;


 


(b)         Dispositions
made (i) by a Subsidiary to the Company or any other Subsidiary of the
Company or (ii) by the Company to any of its Subsidiaries;


 


(c)          licenses
or sublicenses of trademarks, trade names, copyrights, patents and other
intellectual property entered into by the Company or any of its Subsidiaries in
the ordinary course of business; and


 


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(d)         Dispositions
of property not prohibited by Subsection 5.4 hereof and not otherwise
specifically addressed by clauses (a) through (c) above, so long as the
net proceeds of any such Disposition (to the extent received by the Company or
its Subsidiary, as applicable, in cash and following such receipt by the
Company or its Subsidiary, as applicable) are either: (i) reinvested into
the Company or a Subsidiary of the Company within one hundred and eighty (180)
days after such Disposition or (ii) applied as a prepayment of the then
outstanding principal amount this Note.


 


Subsection 5.8                            Subsidiaries.   The Company will not, and will not permit
any of its Subsidiaries to, create a Subsidiary unless such Subsidiary
guarantees this Note and provides to Holder a valid and perfected first
priority security interest in any and all assets then held by such Subsidiary,
or subsequently acquired by such Subsidiary, by documents in form and substance
reasonably satisfactory to Holder.


 


Section 6.  Events of Default.


 


(a)          Definition.  For purposes of this Note, an “Event of Default”
shall be deemed to have occurred if any of the following shall have occurred
and be continuing:


 


(i)                                     the Company fails to pay (A) the then
outstanding principal amount on this Note on the Final Maturity Date or (B) any
Interest on this Note when due (including, without limitation, pursuant to Section 1(b)(i) hereof),
or any other amount payable under the Note Documents when due, and such default
on the payment of Interest or such other amount payable under the Note
Documents shall continue unremedied for a period of fifteen (15) days after
such amount was due;


 


(ii)                                  the Company or any Material Subsidiary shall (A) apply
for or consent to the appointment of, or the taking of possession by, a
receiver, custodian, trustee or liquidator; (B) be generally unable to pay
its debts as such debts become due; (C) make a general assignment for the
benefit of the Company’s or any Material Subsidiary’s creditors; (D) commence
a voluntary case under any bankruptcy, insolvency or other similar law, as now
and hereafter in effect (the “Bankruptcy Code”); (E) file a petition seeking to take
advantage of any other law of any jurisdiction relating to bankruptcy,
insolvency, or composition or readjustment of debts; (F) fail to controvert
in a timely and appropriate manner, or acquiesce in writing to, any petition
filed against it in an involuntary case under the Bankruptcy Code; or (G) take
any action to authorize any of the actions set forth in clauses (A) through
(F) above;


 


(iii)                               a proceeding or case shall be commenced,
without the application or consent of the Company or any Material Subsidiary,
in any court of competent jurisdiction, seeking (A) liquidation,
reorganization or other relief with respect to it or its assets or the composition
or readjustment of its debts, (B) the appointment of a trustee, receiver,
custodian, liquidator or the like of any substantial part of its assets, or (C) similar
relief in respect of the Company or any Material Subsidiary under any law of
any jurisdiction relating to bankruptcy, insolvency, or the composition or
readjustment of debts, and, in each case, such proceedings or case shall
continue undismissed, or an order, judgment or decree approving or ordering any
of the foregoing shall be entered and continue unstayed and in effect, for a
period of sixty (60) days, if in the United States, or ninety (90) days, if
outside of the United States; or an


 


10

















 


order for relief against the Company or any
Material Subsidiary shall be entered in an involuntary case under any
bankruptcy, insolvency, composition, readjustment of debt, liquidation of
assets or similar law of any jurisdiction;


 


(iv)                              any representation or warranty made by the Company or any of
its Subsidiaries in any Note Document shall prove to have been incorrect in a
material respect when made;


 


(v)                                 the
Company or any Subsidiary of the Company fails to observe or perform any
covenant or agreement contained in Subsection 4.4 hereof;


 


(vi)                              the
Company or any Subsidiary of the Company fails to observe or perform any
covenant or agreement contained in Section 5 hereof and such failure to
observe or perform continues for a period of ten (10) days after the
Company’s receipt of written notice from Holder of such failure;


 


(vii)                           the Company or any Subsidiary of the Company
fails to observe or perform any covenant or agreement contained in any of the
Note Documents (other than those specified in Sections 6(a)(i), 6(a)(v) and
6(a)(vi)) and such failure to observe or perform continues for a period of
thirty (30) days after the Company’s receipt of written notice from Holder of
such failure;


 


(viii)                        any judgment or order for the payment of
money, individually or in the aggregate, of $1,000,000 or more (exclusive of any
amounts covered by insurance (less any applicable deductible)) shall be
rendered against the Company or any of its Subsidiaries and such judgment shall
not have been vacated or discharged or stayed pending appeal (for so long as
such appeal is pending) or satisfied pending appeal by the posting of a bond or
guaranty (for so long as such appeal is pending) within thirty (30) days, if in
the United States, or sixty (60) days, if outside the United States (but only
if the Company has used its reasonable best efforts to cause such judgment to
be vacated, discharged or stayed pending appeal), in each case after the entry
thereof or enforcement proceedings shall have been commenced by any creditor
upon such judgment or order and shall not have been dismissed, stayed or
discharged within the period prescribed by applicable law;


 


(ix)                                a default shall occur in the payment of any amount when due
(subject to any applicable grace period), whether by acceleration or otherwise,
of any principal or stated amount of, or interest or fees on, any Indebtedness
of the Company or any of its Subsidiaries having an outstanding principal
amount, individually or in the aggregate, of $1,000,000 or more or an event of
default shall occur under any instrument evidencing or securing any such
Indebtedness which gives the holder(s) of such Indebtedness or any Person
acting on behalf of such holder(s) thereof the right to accelerate the
maturity of such Indebtedness; or


 


(x)                                   any Note Document shall cease, for any reason, to be in full
force and effect, or any Lien created by any Note Document shall fail, for any
reason, to constitute a valid and perfected Lien with respect to the Collateral
set forth therein, subject to no other Lien (other than Permitted Liens), or
the Company or any Subsidiary or Affiliate of the


 


11

















 


Company shall assert any of the foregoing in writing; provided
that an Event of Default shall not be deemed to have occurred pursuant to this Section 6(a)(x) if
(A) the applicable Note Document(s) become in full force and effect
or the applicable Lien becomes valid and perfected within five (5) Business
Days following the date on which the applicable Note Document(s) ceased to
be in full force and effect or the applicable Lien failed to constitute a valid
and perfected Lien with respect to the Collateral set forth therein and (B) the
Collateral shall not have become subjected to any Lien not created by a Note
Document (other than Permitted Liens) at any time during the period referred to
in clause (A) hereof.


 


(b)         Consequences
of Events of Default. 
If an Event of Default has occurred and is continuing, then Holder may
by notice to the Company declare all or any portion of the then outstanding
principal amount of, and accrued but unpaid Interest on, this Note, and this
Note shall thereupon become, immediately due and payable in cash, without
presentment, demand, protest or other notice of any kind, all of which are
hereby waived by the Company; provided
that in the case of any of the Events of Default specified in clauses (ii) and
(iii) of Section 6(a) hereof, without any notice to the Company
or any other act by Holder, this Note (together with accrued but unpaid
Interest thereon) shall thereupon become immediately due and payable in cash,
without presentment, demand, protest or other notice of any kind, all of which
are hereby waived by the Company.  Such
remedies shall be cumulative and not exclusive and shall be in addition to any
other remedies that Holder may have under the Security Agreement and the other
Note Documents or under applicable law.


 


Section 7.  Security.


 


In
order to secure the payment and performance of the Company’s obligations under
this Note, the Company and Holder have entered in a Security Agreement, dated
as of the date hereof (the “Security Agreement”).


 


Section 8.  Amendment and Waiver.


 


The provisions of this Note
may only be amended, supplemented or waived, and the Company may take any
action herein prohibited, or omit to perform any act herein required to be
performed by it, in each case, only if the Company has obtained the prior
written consent of Holder.


 


Section 9.  Transferability.


 


(a)          Unless an Event of Default shall have occurred, this Note
shall not be transferred directly or indirectly, by Holder to any Person (other
than to Persons who are and remain Affiliates of Holder) without the prior
written consent of the Company, which consent shall not be unreasonably
withheld or delayed.  Any purported
transfer of this Note in violation of this Section 9 shall be null and
void.


 


(b)         The provisions of this Note and the other Note Documents
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns, except that the Company may not
assign or otherwise transfer any of its rights


 


12

















 


or obligations under this Note or any Note Document without the prior
written consent of Holder.


 


Section 10.  Notices and Other Communications.


 


All notices and other
communications to Holder hereunder are to be delivered to Holder in accordance
with Section 14 of the Security Agreement.


 


Section 11.  Non-Recourse.


 


The
obligations under this Note are non-recourse to the members, employees,
parents, directors and officers of the Company.


 


Section 12.  Set Off.


 


The
obligations under this Note or the other Note Documents may not be set off
against any obligations of Holder to the Company, its Subsidiaries or its
Affiliates; provided, that the obligations under this Note and the other
Note Documents of the Company and its Subsidiaries may be reduced, on a
dollar-for-dollar basis, as payment for indemnification obligations of the
Vivendi Parties to any member(s) of the Purchaser Indemnified Group in
accordance with and to the extent provided for in Article VI of the
Purchase Agreement and Article VI of the Transition Services Agreement.


 


Section 13.  Additional Definitions.  The following are
defined terms used in this Note but not otherwise defined herein:


 


 “Acquisition Documents”
means the Purchase Agreement, the Transition Services Agreement (as defined in
the Purchase Agreement) and the Confidentiality Agreement (as defined in the
Purchase Agreement).


 


“Affiliate” has the meaning set forth in Rule 12b-2
promulgated under the Exchange Act.


 


“Board” means the Board of Directors of the
Company.


 


“Business Day”
means any day other than a Saturday, a Sunday or a holiday on which commercial
banks in the State of New York or the State of California are closed.


 


“Cash Equivalents”
means (a) marketable direct obligations issued by, or guaranteed by, the
United States Government or any agency thereof which mature within one
year from the date of acquisition thereof; (b) certificates of deposit, time deposits, eurodollar time
deposits or overnight bank deposits issued or held, as the case may be, by any
commercial bank or trust company organized under the laws of the United States,
any State thereof or the District of Columbia, and in each case (i) having
outstanding unsecured indebtedness that is rated AA or better by Standard &
Poor’s Ratings Services (“S&P”)
and Aa or better by Moody’s Investors Service, Inc. (“Moody’s”), or
carrying an equivalent rating by a nationally recognized rating agency, if both
of the two named rating agencies cease publishing ratings of unsecured bank
indebtedness and (ii) maturing within one year from the date of
acquisition thereof; (c) commercial paper of an issuer rated at least A-1
by S&P or P-1 by Moody’s, or carrying an


 


13

















 


equivalent
rating by a nationally recognized rating agency, if both of the two named
rating agencies cease publishing ratings of commercial paper issuers generally
and maturing not later than 180 days from the date of acquisition thereof; (d) repurchase
obligations of any commercial bank satisfying the requirements of clause (b) of
this definition with respect to securities issued or fully guaranteed or
insured by the United States government and maturing not later than 180 days
from the date of acquisition thereof; and (e) shares of money market
mutual or similar funds which invest solely in assets satisfying the
requirements of clauses (a) through (d) of this definition.


 


“Capital
Stock” means, with respect to any Person at any time, any and
all shares, interests or other equivalents (however designated, whether voting
or non-voting) of capital stock, partnership interests (whether general or
limited), membership interests (whether general or limited) or other equity or
ownership interests in or issued by such Person.


 


“Capitalized Lease Liabilities”
means, with respect to any Person, all monetary obligations of such Person and
its Subsidiaries under any leasing or similar arrangement which have been (or,
in accordance with GAAP, should be) classified as capitalized leases, and for
purposes of this Note the amount of such obligations shall be the capitalized
amount thereof, determined in accordance with GAAP.


 


“Change of Control” means  the occurrence of any event or
circumstance whatsoever following which Permitted Holders cease to own,
directly or indirectly, for any reason whatsoever, in excess of fifty percent
(50%) of the voting Capital Stock of the Company, on a fully diluted basis, or
of the surviving, resulting, successor or purchasing corporation of the Company
in a transaction permitted by Section 5.4 hereof, as the case may be.


 


 “Convertible Securities”
shall mean any evidences of Indebtedness (other than this Note), Capital Stock
or other securities directly or indirectly convertible into or exercisable or
exchangeable (including upon the further conversion, exercise or exchange of
underlying securities) for Capital Stock.


 


“Default” means any
Event of Default or any condition, occurrence or event which, after notice or
lapse of time or both, would, unless cured or waived, constitute an Event of
Default.


 


“Disposition” (or
similar words such as “Dispose”)
means any direct or indirect sale, transfer, license, lease, contribution,
disposition or other conveyance (including by way of merger or consolidation or
by way of sale or other transfer or conveyance of Capital Stock of any
Subsidiary of the Company) of any of the Company’s or its Subsidiaries’
properties or assets  to any other
Person in a single transaction or series of related transactions.


 


“Exchange Act” means
the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder.


 


“Fiscal Quarter” means
any period of three consecutive calendar months ending on the last day of
March, June, September and December or such other period as the
Company shall notify Holder of in writing.


 


14

















 


“Fiscal Year” means any period of twelve
consecutive calendar months ending on December 31  or such other period as the Company shall
notify Holder of in writing; references to a Fiscal Year with a number
corresponding to any calendar year (e.g., the “2004 Fiscal Year”) refer
to the Fiscal Year ending on December 31 of such calendar year or such
other date as the Company shall notify Holder of in writing.


 


“GAAP” means generally accepted
accounting principles in the United States, as in effect from time to time.


 


“Guarantee Obligations”
of or by any Person (the “guarantor”)
means any obligation, contingent or otherwise, of the guarantor guaranteeing or
purporting to guarantee any Indebtedness of any other Person (the “primary obligor”) in
any manner, whether directly or indirectly, and including any obligation of the
guarantor, direct or indirect, (a) to purchase or pay (or advance or
supply funds for the purchase or payment of) such Indebtedness or to purchase
(or to advance or supply funds for the purchase of) any security for the
payment thereof, (b) to purchase or lease property, securities or services
for the purpose of assuring the owner of such Indebtedness of the payment
thereof, (c) to maintain working capital, equity capital or any other
financial statement condition or liquidity of the primary obligor so as to
enable the primary obligor to pay such Indebtedness or (d) as an account
party in respect of any letter of credit or letter of guaranty issued to
support such Indebtedness; provided
that the term Guarantee Obligations shall not include endorsements for
collection or deposit in the ordinary course of business.


 


 “Indebtedness” of any Person means, without
duplication:


 


(a)          all
obligations of such Person for borrowed money or advances and all obligations
of such Person evidenced by bonds, debentures, notes or similar instruments;


 


(b)         all
obligations, contingent or otherwise, relative to the face amount of all
letters of credit, whether or not drawn, and banker’s acceptances issued for
the account of such Person;


 


(c)          all
Capitalized Lease Liabilities of such Person;


 


(d)         all
obligations of such Person to pay the deferred purchase price of property or
services;


 


(e)          any
mandatorily redeemable preferred equity issued by such Person, if such Person
is, or may be, required to redeem such preferred equity prior to the fifth (5th)
Business Day following the Final Maturity Date;


 


(f)            all obligations of such Person
under “swaps”, “caps”, “floors”, “collars”, or other interest rate hedging
contracts or similar arrangements;


 


(g)         all obligations of such Person to purchase securities (or
other property) which arise out of, or in connection with, the sale of the same
or substantially similar securities or property (other than such obligations
which under no circumstances require such Person to


 


15

















 


purchase such securities (or other property) prior to five (5) Business
Days after the Final Maturity Date);


 


(h)         all
Indebtedness of others secured by a Lien on any asset of such Person, whether
or not such Indebtedness is assumed by such Person; and


 


(i)             all
Guarantee Obligations of such Person in respect of any of the foregoing.


 


Notwithstanding the foregoing,
Indebtedness shall not include any obligations to make any Restricted Payment
permitted by Subsection 5.6 hereof and declared but not yet paid.  The Indebtedness of any Person shall include
the Indebtedness of any other Person to the extent such Person is liable
therefor as a result of such Person’s ownership interest in or other
relationship with such Person, except to the extent the terms of such
Indebtedness provide that such Person is not liable therefor.


 


 “Investment” by any
Person means any investment in any Person, including, without limitation, by
any direct or indirect purchase or acquisition of Capital Stock, bonds, notes,
debentures or other securities (including any Option, warrant or other right to
acquire any of the foregoing) or evidences of Indebtedness issued by any other
Person (whether by merger, consolidation or otherwise and whether or not
purchased directly from the issuer of such securities or evidences of
Indebtedness).  Investments shall exclude
(i) extensions of trade credit and advances to customers and suppliers, (ii) endorsements
of negotiable instruments for collection and (iii) any acquisition of Capital Stock or other
securities (including any option, warrant or other right to acquire any of the
foregoing) in connection with a joint venture or other similar arrangement
entered into by the Company (or any Subsidiary of the Company) and another
Person or Persons; provided
that in the case of each of clauses (i) and (ii) above,
Investments shall only exclude such items to the extent made in the ordinary
course of business and in accordance with customary industry practice.


 


“Lien” means any and all liens, encumbrances,
charges, security interests, options, claims, mortgages, pledges, agreements,
obligations, understandings or arrangements or other restrictions on title or
transfer of any nature whatsoever; provided
that any requirement set forth in the Parent LLC Agreement, the LLC Agreement
or any similar corporate governance document of any Subsidiary of the Company
that requires the consent of any equity holder, board of directors or similar
governing body of Parent, the Company or any Subsidiary of the Company to the
sale or transfer of assets of such Person shall not be deemed to be a Lien on
such assets so long as neither the intent nor the effect of such a requirement
is to give any Person a security interest in any such assets or to interfere
with the rights of the Holder under this Note or the other Note Documents.


 


“LLC Agreement” means the Company’s Limited
Liability Operating Agreement, dated as of March 15, 2004, as the same may
be amended, supplemented or otherwise modified from time to time.


 


“Material
Adverse Effect” means a material adverse effect on
the business, assets (including intangible assets), operations, or condition
(financial or otherwise) of the Company


 


16

















 


and its Subsidiaries, taken as
a whole, or on the validity, priority or perfection of any Lien granted
pursuant to the Note Documents.


 


“Material
Subsidiary” means, at any time, any Subsidiary of
the Company which (a) holds any Capital Stock of the Company, (b) in
the aggregate with its Subsidiaries has consolidated assets with a value of not
less than 2% of the total value of the assets of the Company and its
Subsidiaries, taken as a whole or (c) in the aggregate with its
Subsidiaries has consolidated revenues not less than 2% of the consolidated
revenues of the Company and its Subsidiaries, taken as a whole.


 


“Note Documents”
means this Note, the Security Agreement and any other agreement, document or
instrument delivered pursuant to Subsection 5.8 hereof (including, without
limitation, any guarantees, security agreements or pledge agreements).


 


 “Option” shall mean
rights, options or warrants to subscribe for, purchase or otherwise acquire
Capital Stock or Convertible Securities.


 


“Parent” shall mean INdTV Holdings, LLC, a
Delaware limited liability corporation.


 


“Parent LLC Agreement” shall mean the First
Amended and Restated Operating Agreement of Parent, dated as of May 4,
2004, as the same may be amended, supplemented or otherwise modified from time
to time.


 


“Permitted
Holder” means Albert Gore, Jr., Joel Hyatt, members of their
respective families, trusts for the benefit of any of them and any of their
respective Affiliates.


 


 “Person” means any
individual, corporation, limited liability company, limited or general
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization, government or any agency or political subdivision
thereof or any other entity.


 


 “Restricted Payment”
means (i) any dividend or other distribution (whether in cash, securities
or other property) with respect to any shares of any class of Capital Stock of
the Company or any of its Subsidiaries, (ii) any payment (whether in cash,
securities or other property), including any sinking fund or similar deposit,
on account of the purchase, redemption, retirement, cancellation or termination
of any such shares of Capital Stock of the Company or any of its Subsidiaries
or any Option of the Company or any of its Subsidiaries or (iii) any
payment of management or similar fees to any Permitted Holder or any Affiliate
of a Permitted Holder or any other Person who controls (as defined in Rule 12b-2
promulgated under the Exchange Act) the Company (excluding, for the avoidance
of any doubt, the payment of salary, bonuses, fees, compensation or benefits,
including, without limitation, directors’ fees, in the ordinary course of
business).


 


“Subsidiary”
of any Person means any corporation, association, partnership, joint venture,
limited liability company or other business entity of which more than 50% of
the total voting power of shares of Capital Stock or other interests (including
partnership and joint venture interests) entitled (without regard to the
occurrence of any contingency) to vote in the election of directors, managers
or trustees thereof is at the time owned or controlled, directly or indirectly,
by, or the managing member, general partner or other solely controlling
affiliate of such


 


17

















 


corporation, association,
partnership, joint venture, limited liability company or other business entity
is, (i) such Person, (ii) such Person and one or more Subsidiaries of
such Person or (iii) one or more Subsidiaries of such Person.  Unless otherwise specified herein, each
reference to a Subsidiary refers to a Subsidiary of the Company.


 


“Taxes” means all taxes imposed by any
federal, state, local or foreign governmental authority, on or with respect to
income, gross receipts, excise, property, sales, gain, use, license,
unemployment, capital stock, transfer, franchise, payroll, withholding, social
security, profit, gift, severance, value added, disability, recapture,
occupation, employment, stamp and other similar taxes, and shall include
interest, penalties or additions thereto.


 


Section 14.                                   Governing
Law; Consent to Jurisdiction.


 


THIS NOTE AND
THE OTHER NOTE DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE PRINCIPLES OF
CONFLICTS OF LAW THEREOF.  Each of the
Company and Holder (a) consents to submit itself to the personal
jurisdiction of any New York state or federal court located in the city and
county of New York in the event any dispute arises out of this Note or any
other Note Document or any of the transactions contemplated hereby or thereby, (b) agrees
that it shall not attempt to deny or defeat such personal jurisdiction by
motion or other request for leave from any such court and (c) agrees that
it shall not bring any action relating to this Note or any other Note Document
or any of the transactions contemplated hereby or thereby in any court other
than a federal or state court sitting in the city and county of New York.


 


Section 15.                                   Waiver
of Jury Trial.  EACH
OF THE COMPANY AND HOLDER HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY
IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR
OTHERWISE) ARISING OUT OF OR RELATING TO THIS NOTE OR ANY OTHER NOTE DOCUMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE ACTIONS OF THE
COMPANY OR HOLDER IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND
ENFORCEMENT HEREOF AND THEREOF.


 


Section 16.                                   Legal Rate.  Notwithstanding
anything to the contrary contained herein or in any other Note Document, if any
time the interest rate payable under this Note, together with all fees and
charges which are treated as interest under applicable law (collectively “Charges”), as provided in this Note or otherwise contracted
for, charged, received, taken or reserved by Holder, shall exceed the maximum
lawful rate (the “Legal Rate”) which may be contracted
for, charged, received, taken or reserved by Holder in accordance with
applicable law, the interest rate applicable to this Note, together with all
Charges payable to Holder, shall be limited to the Legal Rate and any interest
or Charges not so limited, taken, received or reserved by Holder at such time
shall be spread, prorated or amortized over the term of this Note to the
fullest extent permitted by applicable law.


 


18

















 


Section 17.                                   Severability.  Any
term or provision of this Note and the other Note Documents that is held by a
court of competent jurisdiction or other authority to be invalid, void or
unenforceable in any situation in any jurisdiction shall not affect the
validity or enforceability of the remaining terms and provisions hereof and
thereof or the validity or enforceability of the offending term or provision in
any other situation or in any other jurisdiction.  If the final judgment of a court of competent
jurisdiction or other authority declares that any term or provision hereof or
thereof is invalid, void or unenforceable, each of the Company and Holder
agrees that the court making such determination shall have the power to reduce
the scope, duration, area or applicability of the term or provision, to delete
specific words or phrases, or to replace any invalid, void or unenforceable
term or provision with a term or provision that is valid and enforceable and
that comes closest to expressing the intention of the invalid or unenforceable
term or provision.


 


Section 18.                                   Entire Agreement.   This Note, the other Note Documents
and the Acquisition Documents constitute the entire agreement between the
parties hereto with respect to the subject matter hereof and thereof and
supercede all prior agreements, understandings and negotiations, whether
written or oral, of the parties hereto.


 


Section 19.                                   No Waiver.  No
failure or delay by Holder in exercising any right, power or privilege under
this Note or any other Note Document shall operate as a waiver thereof, nor
shall any single or partial exercise thereof preclude any other or further
exercise thereof or the exercise of any other right, power or privilege.  The rights and remedies provided herein and
therein shall be cumulative and not exclusive of any rights or remedies
provided by law.


 


Section 20.                                   Expenses.  Upon
receipt of reasonable documentation, the Company shall pay (i) all
reasonable out-of-pocket expenses of Holder, including reasonable fees and
expenses of counsel, in connection with any waiver or amendment of, supplement
to, or consent under, this Note or any other Note Document or any Default or
alleged Default and (ii) if an Event of Default occurs, all reasonable
out-of-pocket expenses incurred by Holder, including reasonable fees and expenses
of counsel, in connection with such Event of Default and any collection,
bankruptcy, insolvency or other enforcement proceedings resulting therefrom.


 


[Signature Pages Follow]


 


19

















 


IN WITNESS WHEREOF,
the Company has caused this Note to be duly executed in its name by a duly
authorized officer of the Company as of the date set forth above.


 


	
   

  	
  INdTV, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joel
  Hyatt

  
	
   

  	
  Name: Joel
  Z. Hyatt

  
	
   

  	
  Title:

  	
  Chief
  Executive Officer

  
				



 


 


	
  Acknowledged and agreed:

  
	
   

  
	
  DYLAN HOLDINGS, INC.

  
	
   

  
	
   

  
	
  By:

  	
  /s/ 

  	
   

  
	
  Name:

  
	
  Title:

  



 


20

















 


Schedule A


 


Liens Existing as of the Closing Date


 


·                  The Assumed
Liabilities


 


21