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EXHIBIT 10.1
$25,000 November 7, 2000
PROMISSORY NOTE
FOR VALUE RECEIVED, the undersigned David Anderson ("Employee")
promises to pay to the order of LENDINGTREE, INC., a Delaware Corporation with
its principle office in Charlotte, North Carolina ("Lender"), the principal sum
of Twenty Five Thousand Dollars ($25,000), or so much thereof as shall have been
disbursed from time to time and remain unpaid, with interest thereon from the
date hereof until paid at an annual rate as published in the Wall Street Journal
as the prime rate and generally defined therein as the "base rate on corporate
loans at large U.S. money center commercial banks" for the date upon which this
Note is executed.
All outstanding amounts under this Note shall be due and payable ON
DEMAND by the Lender at any time after February 15, 2001 unless accelerated as
provided herein.
All payments hereunder shall be applied first to payment of accrued
interest as of the date of such payment, and the balance, if any, shall be
applied in reduction of the outstanding principal.
In the event any installment or part of any installment due under the
terms hereof is delinquent for more than fifteen (15) days, there shall be due,
in addition to the sums due hereunder, a sum equal to four percent (4%) of the
amount of the principal and interest so delinquent.
This Note is secured by all future salary and bonus payments to be made
by Lender to Employee and any principal or interest outstanding at the time of
the payment of any salary or such bonus may be set-off against any such salary
and bonus amount. The right of set-off shall be in addition to any rights of
Lender at law or in equity. Unless this Note is accelerated, Lender shall not
set-off any salary or bonus payments until the 2000 Bonus is paid.
In the event this Note is placed with an attorney at law for collection
or enforcement, the undersigned agree to pay all costs of collection and
enforcement, including without limitation, court costs and reasonable attorneys'
fees.
The undersigned shall have the right at any time and from time to time
to prepay this Note in whole or in part, without any prepayment premium. Any
prepayment shall be applied in the manner above provided.
If the Borrower's employment with the Company is terminated for any
reason, on the date which is 45 days from the date such termination becomes
effective, the holder of this Note shall have the right to declare the entire
principal of, and interest accrued on, this Note then outstanding to be, and
this Note shall thereupon become, forthwith due and payable, without any
presentment, demand, protest, or other notice of any kind, all of which are
hereby expressly waived, and the Borrower shall forthwith pay to the holder of
this Note the entire principal of, and accrued interest on, this Note.
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The Borrower covenants and agrees that until the principal amount of
this Note, together with interest thereon and all other obligations incurred
hereunder, are paid in full:
(i) The Borrower shall not transfer any of the Pledged Stock except in
accordance with the terms and provisions of the Pledge Agreement.
(ii) The Borrower shall use the proceeds from the Loan solely for the
purpose of acquiring a residence in the Charlotte, North Carolina, metropolitan
area and not use the proceeds from the Loan, directly or indirectly, for any
other purpose, including but not limited to purchase or carry margin securities,
as those terms are defined in the laws and regulation applicable to margin loans
as promulgated by the Securities and Exchange Commission and the Board of
Governors of the Federal Reserve System.
In order to secure the payment and performance in full of all of its
obligations under this Note, the Borrower covenants and agrees to pledge the
Pledged Stock (as defined in the Pledge Agreement) owned by the Borrower,
substantially in accordance with the terms of the Pledge Agreement attached
hereto as Exhibit A.
All parties to this Note, including endorsers, sureties and guarantors,
if any, hereby waive presentment for payment, demand, protest, notice of
nonpayment, or dishonor, and any and all other notices and demands whatsoever,
and agree to remain bound until the principal of and interest on this Note are
paid in full, notwithstanding any extension or extensions of time for payment
which may be granted, even though the period or periods of extension may be
indefinite, and notwithstanding any inaction by, or failure to assert any legal
rights available to, the holder of this Note. This Note shall be governed,
constructed and enforced in accordance with the laws of the State of North
Carolina.
IN WITNESS WHEREOF, the undersigned has caused this instrument to be
duly executed by its duly authorized representative, all as of the day and year
first above written.
EMPLOYEE:
_____________________________________
Name: _______________________________
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