{"id":41264,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/revolving-credit-agreement-data-broadcasting-corp-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"revolving-credit-agreement-data-broadcasting-corp-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/revolving-credit-agreement-data-broadcasting-corp-and.html","title":{"rendered":"Revolving Credit Agreement &#8211; Data Broadcasting Corp. and MarketWatch.com Inc."},"content":{"rendered":"<pre>                           REVOLVING CREDIT AGREEMENT\n\n\n   \n         This Revolving Credit Agreement (this 'AGREEMENT') is made and entered\ninto effective as of January 13, 1999 (the 'EFFECTIVE DATE') by and between Data\nBroadcasting Corporation, a Delaware corporation ('LENDER'), and\nMarketWatch.com, Inc., a Delaware corporation ('BORROWER').\n    \n\n\n                                    RECITALS\n\n         WHEREAS, Lender is a party to that certain Limited Liability Company\nAgreement dated as of October 29, 1997, between CBS Inc., a New York corporation\n('CBS') and Lender, with respect to Marketwatch.Com, LLC, a Delaware limited\nliability company (the 'LLC'), which provides, among other things, that Lender\nshall provide to the LLC, on an unsecured, revolving basis, loans in amounts up\nto $5,000,000 (the 'REVOLVING LOAN');\n\n         WHEREAS, pursuant to the terms of that certain Agreement and Plan of\nReorganization dated as of the date hereof, LLC will merge with and into the\nBorrower (the 'MERGER'), with Borrower to be the entity surviving the Merger;\n\n         WHEREAS, Borrower and Lender desire that Lender's obligation to provide\nthe Revolving Loan shall survive the Merger;\n\n         WHEREAS, Lender desires to loan certain sums to Borrower from time to\ntime, and Borrower wishes to borrow certain sums from Lender, on and subject to\nthe terms and conditions contained in this Agreement;\n\n         NOW, THEREFORE, in consideration of the mutual promises,\nrepresentations, warranties, covenants and conditions set forth in this\nAgreement and for other good and valuable consideration, the receipt and\nadequacy of which are hereby acknowledged, Lender and Borrower hereby, intending\nto be legally bound by the terms hereof, agree as follows:\n\n         1.       CERTAIN DEFINITIONS.  As used herein:\n\n                  1.1 BUSINESS DAY. The term 'BUSINESS DAY' means any day other\nthan a Saturday, Sunday, or other day on which commercial banks in San\nFrancisco, California are authorized or required by law to close.\n\n                  1.2 CREDIT PERIOD. The term 'CREDIT PERIOD' means that period\nof time beginning on the Effective Date and ending on October 29, 2000.\n\n                  1.3 LOAN DOCUMENTS. The term 'LOAN DOCUMENTS' means,\ncollectively, this Agreement, the Note (as defined below) executed and delivered\npursuant hereto, and any other documents executed or delivered by Borrower\npursuant to this Agreement or in connection with any Loan.\n\n\n\n\n                  1.4 MATURITY DATE. The term 'MATURITY DATE' means that date\nwhich is the earlier to occur of: (a) October 29, 2000; or (b) the date on which\nLender declares the entire unpaid principal amount and all accrued interest on\neach outstanding Note immediately due and payable in full under Section 8.2(b).\n\n         2.       AMOUNT AND TERMS OF CREDIT.\n\n                  2.1 COMMITMENT TO LEND. Subject to all the terms and\nconditions of this Agreement, and in reliance on the representations, warranties\nand covenants of Borrower set forth in this Agreement, Lender agrees to make\nloans of funds to Borrower during the Credit Period on a revolving basis (such\nloans being collectively hereinafter referred to as 'LOANS' and each\nindividually as a 'LOAN'), in an aggregate cumulative total principal amount not\nto exceed five million Dollars (US $5,000,000). Lender's obligation to make\nLoans to Borrower under this Agreement is hereinafter referred to as the\n'COMMITMENT.' Notwithstanding the foregoing, Lender will not be obligated to\nmake a Loan to Borrower unless and until Borrower executes and delivers to\nLender a Note (as defined in Section 2.2) for the principal amount of such Loan.\nIn addition, Lender will not be obligated to advance any Loan to Borrower on or\nafter the Maturity Date, and Lender's obligation to advance any Loan to Borrower\nis subject to satisfaction of all relevant terms and conditions of this\nAgreement, including but not limited to the conditions precedent and other\nprovisions of Sections 5 (with respect to the initial Loan) and 6 (with respect\nto each Loan). Notwithstanding the foregoing, Lender will not be obligated to\nmake a Loan to Borrower unless and until a Borrower first gives Lender written\nnotice of Borrower's request for a Loan hereunder that sets forth the principal\namount to the borrowed by Borrower under such requested Loan (a 'LOAN NOTICE')\nand the date on which such Loan is requested to be advanced, which date shall\nnot be sooner than five (5) Business Days following Lender's receipt of such\nLoan Notice.\n\n                  It is also agreed that amounts previously advanced by Lender\npursuant to Section 12.01 of the Limited Liability Company Agreement dated as of\nOctober 29, 1997 shall be included as part of the Initial Loan.\n\n                  2.2 NOTE. Borrower's indebtedness to Lender under each Loan\nadvanced by Lender under this Agreement will be evidenced by a separate\nPromissory Note of Borrower in the form attached hereto as Exhibit 'A' (the\n'NOTE'). The Note will provide that interest on unpaid principal will accrue at\na rate equal to the prime rate as announced by The Chase Manhattan Bank as its\nprime rate in effect at its principal office in New York City plus two percent\n(2%) per annum (calculated on the basis of a 360-day year) compounded annually\n(but in no event higher than the highest lawful rates).\n\n                  2.3 MATURITY. Unless payment thereof is accelerated or\notherwise becomes due earlier under the terms of this Agreement (including but\nnot limited to the provisions of Section 8.2) or the terms of a Note the unpaid\nprincipal amount of all Loans and all unpaid interest accrued thereon, together\nwith any other fees, expenses or costs incurred in connection therewith, will be\nimmediately due and payable to Lender in full on the Maturity Date.\n\n\n\n                                       2\n\n\n                  2.4 PREPAYMENT. Borrower may at any time and from time to time\non any Business Day prepay any Loan in whole or in part in increments of U.S.\n$1,000 on at least one (1) Business Day's prior written notice, or telephonic\nnotice promptly confirmed in writing, received by Lender no later than 10:00\na.m., Pacific Time. Each prepayment will be applied as follows: (a) first, to\nthe payment of interest accrued on all Loans outstanding, and (b) second, to the\nextent that the amount of such prepayment exceeds the amount of all such accrued\ninterest, to the payment of principal on such Loan or Loans as Borrower may\ndesignate.\n\n         3.       CLOSING DATE; DELIVERY.\n\n                  3.1 CLOSING DATE. The closing of the initial Loan (the\n'CLOSING') will be held by mail and\/or telecopy on the Effective Date (the\n'CLOSING DATE'), or at such other time and place as Borrower and Lender may\nmutually agree.\n\n                  3.2 DELIVERY. At the Closing, Borrower will execute and\ndeliver to Lender the Note, duly executed by Borrower.\n\n         4. REPRESENTATIONS AND WARRANTIES OF BORROWER. Borrower hereby\nrepresents and warrants to Lender that:\n\n                  4.1 ORGANIZATION AND STANDING; CHARTER DOCUMENTS. Borrower is\na corporation duly organized, validly existing and in good standing under the\nlaws of the State of Delaware, and has all requisite corporate power and\nauthority to own, lease and operate its properties and to conduct its business\nas such is presently conducted and as proposed to be conducted. Borrower is duly\nqualified to do business as a foreign corporation in good standing in any state\nor jurisdiction in the United States in which it is required to be qualified to\ndo intrastate business as the Company's business is currently conducted, except\nfor jurisdictions in which failure to so qualify could not reasonably be\nexpected to have a material adverse effect on the business and operations of the\nCompany taken as a whole. True and accurate copies of the Certificate of\nIncorporation (the 'CHARTER') and Bylaws of Borrower, each as amended and\ncurrently in effect, have been delivered to Lender and Lender's counsel.\n\n                  4.2 AUTHORIZATION. All corporate action on the part of\nBorrower and its officers, directors and stockholders that is necessary for the\nauthorization, execution, delivery and performance of each of the Loan Documents\nby Borrower has been taken; and each of the Loan Documents, when executed and\ndelivered by Borrower, will constitute valid and legally binding obligations of\nBorrower, enforceable in accordance with their terms.\n\n         5. CONDITIONS PRECEDENT TO INITIAL LOAN. The obligation of Lender to\nmake the initial Loan under the Commitment is subject to the satisfaction (or\nwritten waiver by Lender) of all the following conditions precedent:\n\n                  5.1 REPRESENTATIONS TRUE. All representations and warranties\nof Borrower contained in this Agreement and all other Loan Documents will be\ntrue, correct and complete in all respects with the same effect as though such\nrepresentations and warranties had been made on \n\n\n\n                                       3\n\n\nand as of the Closing; and Lender will have received a certificate executed by\nthe President or Chief Executive Officer of Borrower certifying the foregoing.\n\n                  5.2 NOTE. Lender will have received the Note representing the\ninitial Loan, executed by a duly authorized officer of Borrower.\n\n                  5.3 CORPORATE DOCUMENTS. Lender will have received, in form\nand substance satisfactory to Lender and its counsel, a copy of the records of\nall actions taken by Borrower, including all corporate resolutions of Borrower\nauthorizing or relating to the execution, delivery and performance of the Loan\nDocuments and the consummation of the transactions contemplated thereby, and a\ncertified copy of the Charter of Borrower.\n\n                  5.4 PROCEEDINGS AND DOCUMENTS. All corporate and other\nproceedings in connection with the transactions contemplated by this Agreement\nand all documents incident to such transactions will be in form and substance\nsatisfactory to Lender and Lender's counsel, and Lender will have received all\ncounterpart originals or certified or other copies of such documents as it may\nreasonably request.\n\n         6. CONDITIONS PRECEDENT TO ALL LOANS. The obligation of Lender to make\neach Loan, including but not limited to the initial Loan, will be subject to the\nsatisfaction of all the following additional conditions precedent:\n\n                  6.1 NO EVENT OF DEFAULT. No event will have occurred and be\ncontinuing, and no event would result from the making of such Loan, that would\nconstitute an Event of Default as defined herein.\n\n                  6.2 NOTE. Lender will have received the Note representing such\nadditional Loan, executed by a duly authorized officer of Borrower.\n\n                  6.3 REPRESENTATIONS TRUE. All representations and warranties\nof Borrower contained in this Agreement or in any other Loan Documents will be\ntrue, correct and complete in all respects with the same effect as though such\nrepresentations and warranties had been made on and as of the date such Loan is\nactually advanced (except to the extent such representations and warranties\nspecifically relate to an earlier date, in which case they will be true,\naccurate and complete in all material respects as of such earlier date).\n\n                  6.4 ALL AGREEMENTS PERFORMED. All agreements, obligations,\nconditions and covenants set forth in this Agreement and all other Loan\nDocuments to be performed by Borrower through the date such Loan is advanced\nwill have been duly performed and complied with in all respects.\n\n\n\n                                       4\n\n\n\n\n         7. OTHER COVENANTS OF BORROWER. Borrower hereby covenants and agrees\nwith Lender as follows:\n\n                  7.1 FINANCIAL AND OTHER INFORMATION AND INSPECTION. Except as\nprovided in Section 7.3, until the Termination Date, Borrower will provide to\nLender all the reports and rights described below in this Section 7.1:\n\n                           (a) Annual Financial Information. As soon as\npracticable after the end of each fiscal year of Borrower, but no later than one\nhundred twenty (120) days thereafter, an audited consolidated balance sheet of\nBorrower and its subsidiaries as at the end of such fiscal year, and\nconsolidated statements of income and cash flows of Borrower and its\nsubsidiaries for such year, prepared in accordance with generally accepted\naccounting principles and setting forth in each case in comparative form the\nfinancial statements for the previous fiscal year, all in reasonable detail and\naudited and certified by independent public accountants acceptable to Lender.\n\n                           (b) Quarterly Financial Information. As soon as\npracticable after the end of each fiscal quarter of Borrower, and in any event\nwithin forty-five (45) days thereafter, an unaudited consolidated balance sheet\nof Borrower and its subsidiaries as at the end of such quarter and consolidated\nstatements of income and cash flows of Borrower and its subsidiaries for each\nsuch quarter and for the fiscal year to date, prepared in accordance with\ngenerally accepted accounting principles, all in reasonable detail.\n\n                           (c) Inspection Rights. The right to visit and inspect\nany of the properties of Borrower or any of its subsidiaries, and to discuss its\nand their affairs and finances with its and their officers, all at such\nreasonable times and as often as may reasonably be requested by Lender.\n\n                           (d) Other Information. With reasonable promptness,\nsuch other information and data, including, without limitation, lists of\nproperty and accounts, budgets, agreements with insurers, forecasts, tax returns\nand reports, with respect to Borrower and its subsidiaries as may from time to\ntime may be reasonably requested by Lender, and all such other information and\ncommunications (including, without limitation, notices of meetings of Borrower's\nshareholders) as Borrower will have supplied to its holders of any shares of its\ncapital stock.\n\n                  7.2 TERMINATION OF COVENANTS. The covenants set forth in\nSections 7.1 and 7.2 will terminate on the earlier of: (a) the date upon which a\nregistration statement filed by Borrower under the Securities Act of 1933, as\namended, in connection with a firm commitment underwritten public offering of\nits securities first becomes effective and the securities registered thereunder\nare sold; (b) the date Borrower first becomes subject to filing reports under\nSection 13 or 15(d) of the Securities Exchange Act of 1934, as amended; or (c)\nthe repayment in full of all indebtedness under all Notes, provided that Lender\nis under no further obligation to make any additional Loans hereunder.\n\n\n\n                                       5\n\n\n                  7.3 FURTHER ASSURANCES. In addition to the obligations and\ndocuments which this Agreement expressly requires Borrower to execute, deliver\nand perform, Borrower will execute, deliver and perform, and will cause its\nsubsidiaries to execute, deliver and perform, any and all further acts or\ndocuments which Lender may reasonably require in order to carry out the purposes\nof this Agreement or any of the other Loan Documents.\n\n         8.       EVENTS OF DEFAULT OF BORROWER.\n\n                  8.1 EVENTS OF DEFAULT. The occurrence of any of the following\nevents will constitute an 'EVENT OF DEFAULT':\n\n                           (a) Borrower fails to pay any principal or any\naccrued interest under any Note or any Loan when the same is due and payable, or\nfails to pay any amount of principal or accrued interest due under any Note or\nany Loan on the Maturity Date therefor, and such failure to pay is not cured by\nBorrower within five (5) calendar days after Lender gives written notice of such\nfailure to pay to Borrower;\n\n                           (b) any material representation or warranty made by\nor on behalf of Borrower in this Agreement or in any other Loan Document, or any\nstatement or certificate that Borrower may at any time give in writing pursuant\nthereto or in connection therewith is false, misleading or incomplete in any\nmaterial respect when made (or deemed to have been made);\n\n                           (c) Borrower fails or neglects to perform, keep or\nobserve any covenant set forth in this Agreement or in any of the other Loan\nDocuments, and the same has not been cured within ten (10) calendar days after\nBorrower becomes aware thereof;\n\n                           (d) Borrower or any of its subsidiaries becomes\ninsolvent, or admits in writing its inability to pay its debts as they mature,\nor makes an assignment for the benefit of creditors, or applies for or consents\nto the appointment of a receiver, liquidator, custodian or trustee for it or for\na substantial part of its property or business, or such a receiver, liquidator,\ncustodian or trustee otherwise is appointed and is not discharged within thirty\n(30) calendar days after such appointment; or\n\n                           (e) bankruptcy, insolvency, reorganization or\nliquidation proceedings or other proceedings for relief under any bankruptcy law\nor any law for the relief of debtors are instituted by or against Borrower or\nany of its subsidiaries, or any order, judgment or decree is entered against\nBorrower or any such subsidiary decreeing its dissolution or liquidation;\nprovided, however, with respect to an involuntary petition in bankruptcy, such\npetition is not have been dismissed within thirty (30) days after the filing of\nsuch petition.\n\n                  8.2 REMEDIES OF LENDER. Upon and after the occurrence of any\nEvent of Default, Lender will have no further obligation to make any Loan or\nLoans to Borrower, and in addition, at Lender's sole option by written notice to\nBorrower, Lender take any one or more of the following actions:\n\n\n\n                                       6\n\n\n                           (a) Lender may immediately terminate the Commitment\nand all liabilities and obligations of Lender under this Agreement, without\naffecting Lender's rights under this Agreement and the Note(s);\n\n                           (b) Lender may declare the entire principal amount of\nand all accrued interest on the Note(s) and all Loans to immediately be due and\npayable in full, whereupon such amounts will immediately become due and payable\nin full, provided that in the case of an Event of Default listed in paragraph\n(d) or (e) of Section 8.1, the principal and interest will immediately become\ndue and payable without the requirement of any notice or other action by Lender;\nand\n\n                           (c) Exercise all rights and remedies granted under\nthe Loan Documents or otherwise available to Lender at law or in equity.\n\n         9.       MISCELLANEOUS.\n\n                  9.1 SURVIVAL. The representations and warranties of Borrower\ncontained in or made pursuant to this Agreement and all the other Loan Documents\nwill survive the execution and delivery of the Loan Documents.\n\n                  9.2 ENTIRE AGREEMENT. This Agreement, the Note, and the\nexhibits and schedules attached hereto constitute the entire agreement and\nunderstanding among the parties with respect to the subject matter thereof and\nsupersede any prior understandings or agreements of the parties with respect to\nsuch subject matter.\n\n                  9.3 SUCCESSORS AND ASSIGNS. The terms and conditions of this\nAgreement will inure to the benefit of and be binding upon the respective\nsuccessors and assigns of the parties; provided, however, that neither party may\nassign or delegate any of its rights or obligations hereunder or under any other\nLoan Document or any interest herein or therein without the other party's prior\nwritten consent.\n\n                  9.4 NO THIRD PARTY BENEFICIARIES; CONSTRUCTION. Nothing in\nthis Agreement, express or implied, is intended to confer upon any third party\nany rights, remedies, obligations, or liabilities under or by reason of this\nAgreement, except as expressly provided in this Agreement. This Agreement and\nits exhibits are the result of negotiations between the parties and has been\nreviewed by each party hereto; accordingly, this Agreement will be deemed to be\nthe product of the parties hereto, and no ambiguity will be construed in favor\nof or against any party.\n\n                  9.5 GOVERNING LAW. This Agreement will be governed by and\nconstrued in accordance with the internal laws of the State of California as\napplied to agreements entered into solely between residents of, and to be\nperformed entirely in, such State, without reference to that body of law\nrelating to conflicts of law or choice of law.\n\n                  9.6 COUNTERPARTS. This Agreement may be executed in two or\nmore counterparts, each of which will be deemed in original, but all of which\ntogether will constitute one and the same instrument.\n\n\n\n                                       7\n\n\n                  9.7 NOTICES. Any notice required or permitted under this\nAgreement will be given in writing and will be deemed effectively given upon\npersonal delivery; upon confirmed transmission by telecopy or telex; or three\n(3) days following deposit with the United States Post Office, by certified or\nregistered mail, postage prepaid, addressed:\n\n                           To Borrower:\n\n                           MarketWatch.Com, Inc.\n                           825 Battery Street\n                           San Francisco, CA  94111\n                           Telephone:  (415) 733-0500\n                           Telecopier:  (415) 392-1972\n                           Attention:  J. Peter Bardwick\n\n                           To Lender:\n\n                           Data Broadcasting Corporation\n                           3955 Point Eden Way\n                           Hayward, CA 94545\n                           Telephone: (510) 266-6000\n                           Telecopier: (510) 266-6018\n                           Attention:  Mark Imperiale\n\nor at such other address as such party may specify by written notice given in\naccordance with this Section.\n\n                  9.8 MODIFICATION; WAIVER. This Agreement may be modified or\namended only by a writing signed by both parties hereto. No waiver or consent\nwith respect to this Agreement will be binding unless it is set forth in writing\nand signed by the party against whom such waiver is asserted. No course of\ndealing between Borrower and Lender will operate as a waiver or modification of\nany party's rights under this Agreement or any other Loan Document. No delay or\nfailure on the part of either party in exercising any right or remedy under this\nAgreement or any other Loan Document will operate as a waiver of such right or\nany other right. A waiver given on one occasion will not be construed as a bar\nto, or as a waiver of, any right or remedy on any future occasion.\n\n                  9.9 RIGHTS AND REMEDIES CUMULATIVE. The rights and remedies of\nLender herein provided will be cumulative and not exclusive of any other rights\nor remedies provided by law or otherwise.\n\n                  9.10 SEVERABILITY. Any invalidity, illegality or\nunenforceability of any provision of this Agreement in any jurisdiction will not\ninvalidate or render illegal or unenforceable the remaining provisions hereof in\nsuch jurisdiction and will not invalidate or render illegal or unenforceable\nsuch provision in any other jurisdiction.\n\n\n\n                                       8\n\n\n\n\n                  9.11 ATTORNEYS' FEES. If any party hereto commences or\nmaintains any action at law or in equity (including counterclaims or\ncross-complaints) against the other party hereto by reason of the breach or\nclaimed breach of any term or provision of this Agreement or any other Loan\nDocument, then the prevailing party in said action will be entitled to recover\nits reasonable attorney's fees and court costs incurred therein.\n\nIN WITNESS WHEREOF, the parties have duly executed and delivered this Agreement\nas of the Effective Date.\n\n\nMARKETWATCH.COM, INC.                      DATA BROADCASTING CORPORATION\n\n\n\nBy: \/s\/ J. PETER BARDWICK                  By: \/s\/ MARK F. IMPERIALE\n   ----------------------------               --------------------------------\nTitle: Chief Financial Officer             Title: President\n       and Secretary\n\nATTACHMENTS:\nExhibit A - Promissory Note\n\n\n\n\n\n                 [SIGNATURE PAGE TO REVOLVING CREDIT AGREEMENT]\n\n\n                                       9\n\n\n\nTHE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES\nACT OF 1933, AS AMENDED (THE 'ACT'), OR UNDER THE SECURITIES LAWS OF CERTAIN\nSTATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND\nRESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT\nAND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION\nTHEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE\nFINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER\nOF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE\nSATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS\nIN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.\n\n\n                                    REVOLVING\n                                 PROMISSORY NOTE\n\n\n                            San Francisco, California\n\n\n   \n$5,000,000.00                                             January 13, 1999\n    \n\n   \n\n         This Revolving Promissory Note (this 'NOTE') is made and delivered\npursuant to that certain Revolving Credit Agreement dated as of January 13, 1999\nbetween Borrower and Lender (as such terms are defined below), as such may be\namended from time to time (the 'CREDIT AGREEMENT'). Unless otherwise defined\nherein, all capitalized terms used in this Note shall have the same meanings\nthat are given to such terms in the Credit Agreement, the terms of which are\nincorporated into this Note by reference.\n    \n\n   \n         1. OBLIGATION. The undersigned, MarketWatch.com, Inc., a Delaware\ncorporation ('BORROWER') hereby promises to pay to the order of Data\nBroadcasting Corporation, a Delaware corporation, ('LENDER' OR 'HOLDER') on or\nbefore October 27, 2000, at Lender's principal place of business at\n3955 Point Eden Way, Hayward, CA 94545, or at such other place as Holder may\ndirect, the principal sum of five million Dollars ($5,000,000.00) or so much\nthereof as may be advanced and outstanding, together with all interest accrued\non unpaid principal, to be computed on each advance of a Loan from the date of\nits disbursement to Borrower, at a rate equal to the prime rate as announced by\nThe Chase Manhattan Bank as its prime rate in effect at its principal office in\nNew York City plus two percent (2%) per annum (calculated on the basis of a\n360-day year), compounded annually. As used herein, the term 'HOLDER' shall\ninitially mean Lender, and shall subsequently mean each person or entity to whom\nthis Note is duly assigned.\n    \n\n         The outstanding unpaid principal balance of this Note at any time shall\nbe the total principal amounts advanced hereunder by Holder less the amounts of\npayments of principal made hereon by Borrower, which balance may be endorsed\nhereon from time to time by Holder \n\n\n\n\nin accordance with Section 2. Payments of interest on this Note shall be payable\non a quarterly basis, on the last business day of each calendar quarter.\n\n         2. RECORDING OF LOANS AND PAYMENTS. Holder is authorized to record on\nSchedule A hereto, and on any continuation(s) of such Schedule that may be\nattached to this Note: (a) the date and principal amount of each Loan advanced\nby Lender under the Credit Agreement; and (b) the date and amount of each\npayment or prepayment of principal and\/or accrued interest of any Loan; which\nrecordation will constitute prima facie evidence of the accuracy of the\ninformation so endorsed on Schedule A; provided however, that any failure to\nrecord such information on such Schedule or continuation thereof will not in any\nmanner affect the obligations of Borrower to make payments of principal and\ninterest in accordance with the terms of this Note. Holder will promptly provide\nBorrower with a copy of each recordation made by Holder on Schedule A attached\nhereto.\n\n         3. PREPAYMENT. Prepayment of unpaid principal and\/or interest due under\nthis Note may be made at any time without penalty as specified in the Credit\nAgreement. Unless otherwise agreed in writing by Holder, all payments will be\nmade in lawful tender of the United States and will be applied (a) first, to the\npayment of accrued interest, and (b) second, (to the extent that the amount of\nsuch prepayment exceeds the amount of all such accrued interest), to the payment\nof principal.\n\n         4. DEFAULT; ACCELERATION OF OBLIGATION. Borrower will be deemed to be\nin default under this Note and the outstanding unpaid principal balance of this\nNote, together with all interest accrued thereon, will immediately become due\nand payable in full, without the need for any further action on the part of\nHolder, upon the occurrence of any Event of Default (as defined in the Credit\nAgreement).\n\n         5. REMEDIES ON DEFAULT; ACCELERATION. Upon any Event of Default, Holder\nwill have, in addition to its rights and remedies under this Note and the Credit\nAgreement, full recourse against any real, personal, tangible or intangible\nassets of Borrower, and may pursue any legal or equitable remedies that are\navailable to Holder, and may declare the entire unpaid principal amount of this\nNote and all unpaid accrued interest under this Note to be immediately due and\npayable in full.\n\n         6. WAIVER AND AMENDMENT. Any provision of this Note may be amended or\nmodified only by a writing signed by both Borrower and Holder. Except as\nprovided below with respect to waivers by Borrower, no waiver or consent with\nrespect to this Note will be binding or effective unless it is set forth in\nwriting and signed by the party against whom such waiver is asserted. No course\nof dealing between Borrower and Holder will operate as a waiver or modification\nof any party's rights or obligations under this Note. No delay or failure on the\npart of either party in exercising any right or remedy under this Note will\noperate as a waiver of such right or any other right. A waiver given on one\noccasion will not be construed as a bar to, or as a waiver of, any right or\nremedy on any future occasion.\n\n\n\n                                      -2-\n\n\n         7. WAIVERS OF BORROWER. Borrower hereby waives presentment, notice of\nnon-payment, notice of dishonor, protest, demand and diligence. This Note may be\namended only by a writing executed by Borrower and Holder.\n\n         8. GOVERNING LAW. This Note will be governed by and construed in\naccordance with the internal laws of the State of California as applied to\nagreements between residents thereof to be performed entirely within such State,\nwithout reference to that body of law relating to conflict of laws or choice of\nlaw.\n\n         9. SEVERABILITY; HEADINGS. The invalidity or unenforceability of any\nterm or provision of this Note will not affect the validity or enforceability of\nany other term or provision hereof. The headings in this Note are for\nconvenience of reference only and will not alter or otherwise affect the meaning\nof this Note.\n\n         10. JURISDICTION; VENUE. Borrower, by its execution of this Note,\nhereby irrevocably submits to the in personam jurisdiction of the state courts\nof the State of California and of the United States District Court for the\nNorthern District of California that are located in San Francisco, California,\nfor the purpose of any suit, action or other proceeding arising out of or based\nupon this Note.\n\n         11. ATTORNEYS' FEES. If suit is brought for collection of this Note,\nBorrower agrees to pay all reasonable expenses, including attorneys' fees,\nincurred by Holder in connection therewith whether or not such suit is\nprosecuted to judgment.\n\n         12. ASSIGNMENT. This Note is not assignable by Holder without the\nwritten consent of Borrower. This Note may not be assigned or delegated by\nBorrower, whether by voluntary assignment or transfer, operation of law, merger\nor otherwise.\n\n         13. CREDIT AGREEMENT. This Note incorporates by reference all the\nprovisions of the Credit Agreement, including but not limited to all provisions\ncontained therein with respect to Events of Default, waivers, remedies and\ncovenants, and the description of the benefits, rights and obligations of each\nof Borrower and Holder under the Credit Agreement.\n\n         IN WITNESS WHEREOF, Borrower has executed this Note as of the date and\nyear first above written.\n\n                                    BORROWER\n\n                                    MarketWatch.com, Inc. a Delaware corporation\n\n                                    By: \/s\/ J. PETER BARDWICK\n                                        ----------------------------------------\n\n                                    Name: J. PETER BARDWICK\n                                         ---------------------------------------\n\n                                    Title: Chief Financial Officer and Secretary\n                                           -------------------------------------\n\n\n                                   SCHEDULE A\n                                       TO\n                            REVOLVING PROMISSORY NOTE\n                                       OF\n                              MARKETWATCH.COM, INC.\n\n                     RECORD OF LOANS AND REPAYMENT OF LOANS\n\n\n\n\n                                    PRINCIPAL           AMOUNT             UNPAID\n                  AMOUNT             AMOUNT               OF              PRINCIPAL\n                    OF                 OF              INTEREST            BALANCE         NOTATION\n   DATE          LOAN MADE         LOAN REPAID           PAID              OF LOAN         MADE BY\n-----------    --------------    ----------------    -------------       ------------    -------------\n                                                                          \n\n\n-----------    --------------    ----------------    -------------       ------------    -------------\n\n-----------    --------------    ----------------    -------------       ------------    -------------\n\n-----------    --------------    ----------------    -------------       ------------    -------------\n\n-----------    --------------    ----------------    -------------       ------------    -------------\n\n-----------    --------------    ----------------    -------------       ------------    -------------\n\n-----------    --------------    ----------------    -------------       ------------    -------------\n\n-----------    --------------    ----------------    -------------       ------------    -------------\n\n-----------    --------------    ----------------    -------------       ------------    -------------\n\n-----------    --------------    ----------------    -------------       ------------    -------------\n\n-----------    --------------    ----------------    -------------       ------------    -------------\n\n-----------    --------------    ----------------    -------------       ------------    -------------\n\n-----------    --------------    ----------------    -------------       ------------    -------------\n\n-----------    --------------    ----------------    -------------       ------------    -------------\n\n-----------    --------------    ----------------    -------------       ------------    -------------\n\n\n\n\n\n                                      -4-\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7878],"corporate_contracts_industries":[9418],"corporate_contracts_types":[9561,9560],"class_list":["post-41264","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-interactive-data-corp","corporate_contracts_industries-financial__securities","corporate_contracts_types-finance__credit","corporate_contracts_types-finance"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41264","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41264"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41264"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41264"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41264"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}