Initial Public Offering (IPO): Registration Statement (General Form) — Form S-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-1 Registration Statement (General Form) 146 767K
2: EX-3.1 Restated Certificate of Incorporation 29 135K
3: EX-3.3 By-Laws of the Registrant 16 79K
4: EX-10.1 1997 Stock Option Plan 13 55K
13: EX-10.10 Form of Option Stockholders Agreement 9 48K
14: EX-10.11 Stock Purchase Agreement Dated March 9, 1998 39 183K
15: EX-10.12 Stock Purchase Agreement Dated September 9, 1998 24 114K
16: EX-10.13 Stock and Warrant Purchase Agreement 31 143K
17: EX-10.14 Stock Purchase Agreement Dated May 17, 2000 22 118K
18: EX-10.15 Stock Purchase Agreement Dated May 17, 2000 29 161K
19: EX-10.16 Form of Warrant Delivered to the Purchasers 18 80K
20: EX-10.17 Shareholder Agreement 27 65K
21: EX-10.18 Amendment to Shareholders Agreement 4 30K
22: EX-10.19 Amended and Restated Shareholders Agreement 13 69K
5: EX-10.2 1999 Stock Option Plan 12 55K
23: EX-10.20 Walker and Jaeckle Shareholder Agreement 15 43K
24: EX-10.21 Stock Option Agreement 5 38K
25: EX-10.22 Amended and Restated Stockholders Agreement 46 188K
26: EX-10.23 Amend. #1 to Amended & Restated Stockholders Agmt 5 27K
27: EX-10.24 Amend #2 Waiver of Amended & Restated Stockholders 5 28K
28: EX-10.25 2nd Amended & Restated Stockholders Agmt 43 211K
29: EX-10.26 Amended & Restated Registration Rights Agmt 38 137K
30: EX-10.27 Amend #1 to Amended & Restated Registration Rights 4 28K
31: EX-10.28 2nd Amended & Restated Registration Rights 29 130K
32: EX-10.29 Indemnification Agreement 11 43K
6: EX-10.3 2000 Stock Incentive Plan 7 45K
33: EX-10.31 Guarantee Signed by Time, Inc. 1 17K
34: EX-10.32 Letter Agreement 3 24K
35: EX-10.33 Consulting Agreement 9 45K
36: EX-10.34 Employment Agreement 4 27K
37: EX-10.35 Letter Agreement 3 25K
38: EX-10.36 Employment Agreement 2 23K
39: EX-10.37 Subordinated Promissory Note 3 25K
40: EX-10.38 Subordinated Promissory Note 3 25K
41: EX-10.39 Subordinated Promissory Note 3 25K
7: EX-10.4 Form of Non-Qualified Stock Option Agreement 3 26K
42: EX-10.40 Subordinated Promissory Note 3 25K
43: EX-10.41 Promissory Note 2 20K
44: EX-10.42 Promissory Note 2 20K
45: EX-10.43 Promissory Note 2 20K
46: EX-10.44 Promissory Note 2 20K
47: EX-10.45 Promissory Note 2 20K
48: EX-10.46 Promissory Note 2 20K
49: EX-10.47 Loan Exchange Agreement 5 28K
50: EX-10.48 Revolving Promissory Note 3 25K
51: EX-10.49 Credit Agreement 47 170K
8: EX-10.5 Form of Option Shareholders Agreement 15 46K
52: EX-10.50 Promissory Note 3 21K
53: EX-10.51 Promissory Note 3 22K
54: EX-10.52 Lease 80 323K
55: EX-10.53 Lease 64 277K
56: EX-10.54 Settlement Agreement 8 51K
57: EX-10.55 Sales Representative Agreement 18 59K
58: EX-10.56 Limited Liability Company Agreement 25 102K
59: EX-10.59 Letter Agreement 2 20K
9: EX-10.6 Form of Non-Qualified Stock Option Agreement 3 26K
60: EX-10.60 Master Agreement 13 69K
61: EX-10.61 Revolving Promissory Note 4 25K
10: EX-10.7 Form of Option Shareholders Agreement 10 43K
11: EX-10.8 Form of Nonstatutory Stock Option Agreement 6 35K
12: EX-10.9 Form of Incentive Stock Option Agreement 6 35K
62: EX-16.1 Letter Regarding Change in Certifying Accountant 1 16K
63: EX-21.1 Subsidiaries of the Registrant 1 15K
64: EX-23.1 Consent of Arthur Andersen LLP 1 15K
65: EX-27.1 Financial Data Schedule 2 18K
EX-10.48 — Revolving Promissory Note
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Exhibit 10.48
REVOLVING PROMISSORY NOTE
$10,000,000 Stamford, Connecticut
January 12, 2000
FOR VALUE RECEIVED, on or before April 7, 2001 (the "Maturity Date"),
Synapse Group, Inc. (f/k/a/ NewSub Services, Inc.), a Delaware corporation (the
"Borrower") hereby promises to pay to the order of Michael Loeb (the "Lender"),
the lesser of the principal sum of Ten Million Dollars ($10,000,000) or the
aggregate unpaid principal amount of all Advances (defined below) made by the
Lender to the Borrower, in immediately available funds at his office located at
#4 High Ridge Road, Stamford, Connecticut (or such other place as Lender may
designate), together with interest on the unpaid principal amount hereof at the
rates and on the dates set forth herein. The Lender hereby agrees, so long as
no Event of Default exists, to make all Advances as may be requested by the
Borrower hereunder prior to the Maturity Date, provided that the aggregate sum
of the principal amount of all Advances outstanding hereunder from time to time
does not exceed $10,000,000.
The outstanding principal of each Advance hereunder shall accrue
interest at a per annum rate equal to one percent (1.0%) above the Base Rate (as
defined below).
Each request for an Advance shall be in writing and shall be made by
the Borrower at least seven (7) three (3) Business Days prior the requested date
of such Advance. Each Advance shall be in the minimum amount of $250,000 (and
in integral multiples of $100,000 if in excess thereof). Each request for an
advance hereunder shall specify the date of such Advance, and the amount of such
Advance. The Lender shall, and is hereby authorized to, record on the schedule
attached hereto, or to otherwise record in accordance with its usual practice,
the date and amount of each Advance and the date and amount of each principal
payment hereunder.
The Borrower may prepay any Advance without premium or penalty subject
to the Borrower giving at least one (1) Business Day prior written notice to the
Lender.
For the purpose of this Note, the following terms shall have the
following meanings:
"Advance" shall mean a borrowing under this Note.
"Base Rate" shall mean a rate per annum equal to the rate of interest
published in The Wall Street Journal, National edition as the "prime
rate", changing when and as such prime rate changes. Changes in the
rate of interest on that portion of any Advance bearing interest at
the Base Rate will take effect simultaneously with each change in the
Base Rate.
"Business Day" shall mean any day other than a Saturday, Sunday, or
other day on which commercial banks in the State of Connecticut are
authorized or required to close under the laws of the State of
Connecticut.
"Termination Date" means the earlier of (1) the Maturity Date, and (2)
the date on which the Lender declares an event of default pursuant to
the terms hereof.
Interest shall be payable hereunder on each Advance on January 1,
April 1, July 1 and October 1 of each calendar year. Interest shall be computed
on the basis of a three hundred sixty-five (365) day year and actual days
elapsed. Upon default or after maturity or after judgment has been rendered on
this Note, each Advance shall bear interest at a rate per annum equal to the
Base Rate plus two percent (2.0%) per annum. In addition to, and not in
limitation of, the foregoing, during the continuance of a default hereunder, to
the extent permitted by law, overdue interest, fees (including reasonable
attorney's fees and the commitment fee) and other charges payable hereunder
shall bear interest from and including the due date hereof until paid at a rate
per annum equal to the Base Rate plus two percent (2.0%) per annum. Such rate
shall be in effect until all the obligations of the Borrower to the Lender are
paid in full. In no event shall any interest be at a rate in excess of the
maximum rate permitted by law.
At the option of the holder, this Note shall become immediately due
and payable upon the occurrence and during the continuance at any time of any of
the following events of default (each an "Event of Default"): (1) default in
the payment when due of any principal of any Advance; (2) default, and such
default shall continue unremedied for three or more Business Days, in the
payment when due of any interest on any Advance; (3)(a) default in the payment
(whether by scheduled maturity, required prepayment, acceleration, demand or
otherwise) of any amount owing in respect of any liability or obligation of the
maker (other than any payment under this Note), or of any indorser or guarantor
of any payment of the maker, to the holder, in the aggregate principal amount of
$250,000 or more; (3)(b) default in the performance or observance of any other
liability or obligation of the maker, to the holder, or any other event shall
occur or condition exist, if the effect of such default, event or condition is
to accelerate the maturity of any such liability or obligation, or any such
obligation or liability shall become or be declared to be due and payable prior
to its stated maturity other than as a result of a regularly scheduled payment;
(4) the liquidation, termination, dissolution or the appointment of a receiver
for the maker or its property as a whole; (5) the institution by the maker of
any proceedings under the United States Bankruptcy Code or any other federal or
state law in which the maker is alleged to be insolvent or unable to pay his
debts as they mature or the making by the undersigned of an assignment or trust
mortgage for the benefit of creditors; (6)(a) the institution against the maker
of any proceedings under the United States Bankruptcy Code or of any other
federal or state law in which the maker is alleged to be insolvent or unable to
pay his debts as they mature, and (b) the failure of the maker to cause such
proceedings to be dismissed or stayed within 30 days; or (7) the occurrence of
an event of default under the Credit Agreement dated January 12, 2000 between
the Borrower and Jay Walker, as amended, supplemented or modified and in effect
from time to time; whereupon the holder shall have then, or at any time
thereafter, all of the rights and remedies afforded by the Uniform Commercial
Code as from time to time in effect in the Commonwealth of Massachusetts or
afforded by other applicable law.
2
Any expenses incurred in connection with the enforcement or collection
of the Advances or the Lender's rights hereunder, including reasonable
attorney's fees, shall be paid by the Borrower.
This Note and the rights as described herein are not assignable in
whole or in part by the Borrower, and are personal to the Borrower and may not
be relied upon by any other party.
No delay or omission on the part of the holder in exercising any right
hereunder shall operate as a waiver of such right or of any other right of such
holder, nor shall any delay, omission or waiver on any one occasion be deemed a
bar to or waiver of the same or any other right on any future occasion. The
maker and every indorser or guarantor of this Note regardless of the time, order
or place of signing waives presentment, demand, protest and notices of every
kind and assents to any extension or postponement of the time of payment or any
other indulgence, to any substitution, exchange or release of collateral, and to
the addition or release of any other party or person primarily or secondarily
liable.
None of the terms or provisions of this Note may be excluded,
modified, or amended except by a written instrument duly executed on behalf of
the holder expressly referring hereto and setting forth the provision so
excluded, modified or amended.
ALL RIGHTS AND OBLIGATIONS HEREUNDER SHALL BE GOVERNED BY THE LAWS OF
THE STATE OF CONNECTICUT AND THIS NOTE SHALL BE DEEMED TO BE UNDER SEAL.
EXECUTED as of this 12th day of January, 2000 as an instrument under
seal.
SYNAPSE GROUP, INC.
By: /s/ Jonathan A. Siegel
------------------------------
Name: Jonathan A. Siegel
Title: Vice President, General
Counsel and Secretary
AGREED:
/s/ Michael Loeb
-------------------
Michael Loeb
3
Dates Referenced Herein
| Referenced-On Page |
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| This ‘S-1’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| | 4/7/01 | | 1 | | | | | None on these Dates |
| Filed on: | | 7/26/00 |
| | 1/12/00 | | 1 | | 2 |
| List all Filings |
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