EXHIBIT 10.1
SUBORDINATED PROMISSORY NOTE
$10,000,000 Date: February 11, 2000
Maturity Date: February 1, 2003
FOR VALUE RECEIVED, ▇▇▇▇▇▇▇▇▇▇.▇▇▇, Inc., a Delaware corporation (the
"Borrower"), hereby promises to pay to the order of Comdisco, Inc., a Delaware
corporation (the "Lender") at P.O. Box 91744, Chicago, IL 60693, or such other
place of payment as the holder of this Secured Promissory Note (this "Note") may
specify from time to time in writing, in lawful money of the United States of
America, the principal amount of Ten Million and 00/100 Dollars ($10,000,000.00)
together with interest at eleven percent (11%) per annum from the date of this
Note to maturity of each installment on the principal hereof remaining from time
to time unpaid, such principal and interest to be paid in thirty-six (36)
monthly installments of $326,395.91 each, commencing March 1, 2000 and on the
same day of each month thereafter to and including February 1, 2003, such
installments to be applied first to accrued and unpaid interest and the balance
to unpaid principal. Interest shall be computed on the basis of a year
consisting of twelve months of thirty days each.
This Note is the Note referred to in, and is executed and delivered in
connection with, that certain Subordinated Loan and Security Agreement dated
September 15, 1999 by and between Borrower and Lender (as the same may from time
to time be amended, modified or supplemented in accordance with its terms, the
"Loan Agreement"), and is entitled to the benefit and security of the Loan
Agreement and the other Loan Documents (as defined in the Loan Agreement), to
which reference is made for a statement of all of the terms and conditions
thereof. All terms defined in the Loan Agreement shall have the same definitions
when used herein, unless otherwise defined herein.
THIS NOTE IS EXPRESSLY SUBJECT TO THE TERMS OF THAT CERTAIN SUBORDINATION
AGREEMENT BY AND BETWEEN ▇▇▇▇▇▇ AND BORROWER FOR THE BENEFIT OF SENIOR CREDITOR.
IN THE EVENT OF ANY CONTRADICTION OR INCONSISTENCY BETWEEN THIS NOTE AND THE
SUBORDINATION AGREEMENT, THE TERMS OF THE SUBORDINATION AGREEMENT SHALL CONTROL.
The Borrower waives presentment and demand for payment, notice of dishonor,
protest and notice of protest and any other notice as permitted under the UCC or
any applicable law.
This Note has been negotiated and delivered to Lender and is payable in the
State of Illinois, and shall not become effective until accepted by Lender in
the State of Illinois. This Note shall be governed by and construed and enforced
in accordance with, the laws of the State of Illinois, excluding any conflicts
of law rules or principles that would cause the application of the laws of any
other jurisdiction.
BORROWER: HOMEGROCER. COM, INC.
/s/ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------
(Signature)
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------
(Print Name)
Chairman and CEO
-----------------------------------
(Title)
HOMEGROCER. COM, INC.
Prepared by ▇. ▇▇▇▇▇
Loan Agreement 10,000,000.00 Draw to Subordinated Loan & Security Agmt dtd 9/15/99
=============
Interest Rate 11.000%
=============
Payment 326,395.91
Payment Number Date Principal Interest Payment Balance
------------------------------------------------------------------------------------------------------------
02/11/00 10,000,000.00
1 03/01/00 265,284.80 61,111.11 326,395.91 9,734,715.20
2 04/01/00 237,161.02 89,234.89 326,395.91 9,497,554.18
3 05/01/00 239,334.99 87,060.91 326,395.91 9,258,219.19
4 06/01/00 241,528.90 84,867.01 326,395.91 9,016,690.29
5 07/01/00 243,742.91 82,652.99 326,395.91 8,772,947.38
6 08/01/00 245,977.22 80,418.68 326,395.91 8,526,970.15
7 09/01/00 248,232.01 78,163.89 326,395.91 8,278,738.14
8 10/01/00 250,507.48 75,888.43 326,395.91 8,028,230.66
9 11/01/00 252,803.79 73,592.11 326,395.91 7,775,426.87
10 12/01/00 255,121.16 71,274.75 326,395.91 7,520,305.71
11 01/01/01 257,459.77 68,936.14 326,395.91 7,262,845.94
12 02/01/01 259,819.82 66,576.09 326,395.91 7,003,026.12
13 03/01/01 262,201.50 64,194.41 326,395.91 6,740,824.61
14 04/01/01 264,605.02 61,790.89 326,395.91 6,476,219.60
15 05/01/01 267,030.56 59,365.35 326,395.91 6,209,189.04
16 06/01/01 269,478.34 56,917.57 326,395.91 5,939,710.69
17 07/01/01 271,948.56 54,447.35 326,395.91 5,667,762.13
18 08/01/01 274,441.42 51,954.49 326,395.91 5,393,320.71
19 09/01/01 276,957.13 49,438.77 326,395.91 5,116,363.58
20 10/01/01 279,495.91 46,900.00 326,395.91 4,836,867.67
21 11/01/01 282,057.95 44,337.95 326,395.91 4,554,809.71
22 12/01/01 284,643.49 41,752.42 326,395.91 4,270,166.23
23 01/01/02 287,252.72 39,143.19 326,395.91 3,982,913.51
24 02/01/02 289,885.87 36,510.04 326,395.91 3,693,027.64
25 03/01/02 292,543.15 33,852.75 326,395.91 3,400,484.49
26 04/01/02 295,224.80 31,171.11 326,395.91 3,105,259.69
27 05/01/02 297,931.03 28,464.88 326,395.91 2,807,328.66
28 06/01/02 300,662.06 25,733.85 326,395.91 2,506,666.60
29 07/01/02 303,418.13 22,977.78 326,395.91 2,203,248.47
30 08/01/02 306,199.46 20,196.44 326,395.91 1,897,049.00
31 09/01/02 309,006.29 17,389.62 326,395.91 1,588,042.71
32 10/01/02 311,838.85 14,557.06 326,395.91 1,276,203.86
33 11/01/02 314,697.37 11,698.54 326,395.91 961,506.49
34 12/01/02 317,582.10 8,813.81 326,395.91 643,924.39
35 01/01/03 320,493.27 5,902.64 326,395.91 323,431.12
36 02/01/03 323,431.12 2,964.79 326,395,91 (0.00)
Page 1
[LOGO]
[LETTERHEAD]
FEDERAL EXPRESS
January 11, 2000
Mr. ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇.▇▇▇, Inc.
▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Re: Executed Documents
Dear ▇▇▇▇▇:
Enclosed please find the below listed copy of executed documents for our recent
loan financing. Please retain these documents for your records.
. Side Letter Agreement - Advance Date Extension
If you have any questions concerning the enclosed, please feel free to call me
at (▇▇▇) ▇▇▇-▇▇▇▇.
Sincerely,
/s/ Vika Tonga
Vika Tonga
Information Document Specialist
cc: File Copy
Rosemont (original attached)
Enclosures
[LOGO]
[LETTERHEAD]
VIA FACSIMILE
(425) 201-7877
January 7, 2000
Mr. ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇.▇▇▇, Inc,
▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Re: Subordinated Loan and Security Agreement dated September 15, 1999 by and
between Comdisco, Inc. ("Lender") and ▇▇▇▇▇▇▇▇▇▇.▇▇▇, Inc. ("Lessee")
collectively, the Loan.
Dear ▇▇▇▇▇,
This letter is to confirm that Comdisco, as ▇▇▇▇▇▇ hereby agrees that the
Advance Date for any installment under the Loan shall be extended from January
12, 2000 through January 26, 2000. Except as specifically set forth above, all
other terms and conditions of the Loan shall remain in full force and effect.
Please indicate your acceptance of the above agreement by signing in the space
provided below and returning it to me via facsimile at (▇▇▇) ▇▇▇-▇▇▇▇. If you
have any questions or comments please do not hesitate to call me at (650) 566-
4912
Sincerely, ▇▇▇▇▇▇▇▇▇▇.▇▇▇, Inc.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
---------------
/s/ Vika Tonga Title: Director of Finance
-------------------
Vika Tonga
Information Document Specialist
Comdisco, Inc
By: /s/ ▇▇▇▇▇ ▇▇▇▇
------------------------------
▇▇▇▇▇ ▇▇▇▇, President
Title: Comdisco Ventures Division
------------------------------
A faxed counterpart ("Fax") of this document may be delivered to the parties.
Each party adopts its signature on the Fax as its original signature. The
parties hereto agree that the Fax will have the same effect as the document if
the document had been signed and delivered by mail or in person.
