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EXHIBIT 10.23
PROMISSORY NOTE
$7,816,875.00 November 1, 1999
FOR VALUE RECEIVED, the undersigned, Good Catalog Company, a Delaware
corporation (the "Borrower"), hereby promises to pay to the order of ▇▇▇▇▇▇.▇▇▇,
Inc. ("Lender"), on the earlier of November 1, 2002 or the date specified in the
Loan Agreement hereinafter described, at the office of the Lender, c/o StarTek,
Inc., ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (or at such other
place as the holder hereof shall designate by a notice in writing to the
Borrower), the principal sum of SEVEN MILLION EIGHT HUNDRED SIXTEEN THOUSAND
EIGHT HUNDRED AND SEVENTY FIVE DOLLARS ($7,816,875.00) in lawful money of the
United States of America and in immediately available funds, and to pay interest
on the unpaid principal amount of such Loans, at such office, in like money and
funds, from the date of each Loan and until such Loan shall be paid in full, at
the rate per annum provided in the Loan Agreement.
The Lender is hereby authorized by the Borrower to endorse on the
schedule attached to this Note (or any continuation thereof) the amount of each
Loan made by the Lender to the Borrower under the Loan Agreement, the date such
Loan is made and the amount of each payment or prepayment of the principal of
such Loan received by the Lender; provided that any failure by the Lender to
make any such endorsement shall not affect the obligations of the Borrower
hereunder or under the Loan Agreement in respect of such Loan. Each such
endorsement by the Lender shall constitute evidence of the accuracy thereof,
absent manifest error.
This Note is one of the Notes referred to in the Loan Agreement dated
as of November 1, 1999 (said Agreement, as amended from time to time, herein
called the "Loan Agreement"), among the Borrower, The Reader's Digest
Association, Inc. and the Lender. This Note evidences Loans made by the Lender
to the Borrower under the Loan Agreement issued by ▇▇▇▇▇▇. Capitalized terms
used in this Note and not defined herein have the respective meanings assigned
to them in the Loan Agreement. This Note is a pari passu obligation of the
Borrower with the other Note referred to in the Loan Agreement and all payments
made hereunder shall be made on a pari passu basis with such other Note based on
the aggregate principal amount outstanding under this Note and such other Note
at the time.
Upon the occurrence of any Event of Default under the Loan Agreement,
the principal hereof and accrued interest hereon shall become, or may be
declared by the Agent under the Loan Agreement to be, forthwith due and payable
in the manner, upon the conditions and with the effect provided in the Loan
Agreement. The Borrower may at its option prepay all or part of the principal of
this Note before maturity upon the terms provided in the Loan Agreement.
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This Note shall be governed by, and shall be construed in accordance
with, the laws of the State of New York.
GOOD CATALOG COMPANY
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: President
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