Exhibit 99.11
Note
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| Up to 42,600,000 | | December 9, 2009 |
FOR VALUE RECEIVED, JJ Media Investment Holding Limited, a British Virgin Islands company (the “Borrower”), hereby promises to pay to Nomura Securities International, Inc. (the “Lender”), in lawful money of the United States of America, on the Maturity Date the principal sum of FORTY-TWO MILLION AND SIX HUNDRED THOUSAND DOLLARS 42,600,000 or, if less, the aggregate principal amount outstanding of the Loans made by the Lender to the Borrower under the Margin Loan Agreement specified below and then outstanding, as evidenced on the books and records of the Lender.
The Borrower also promises to pay interest on the outstanding unpaid principal amount hereof in like money, from the date hereof until such unpaid principal is paid in full, at the rates, at the times and in the manner provided in the Margin Loan Agreement (as defined herein) as well as all other amounts payable thereunder by the Borrower.
This Note is a Note referred to in the Margin Loan Agreement, dated as of December 9, 2009, between the Borrower, Nomura Securities International, Inc., as administrative agent and collateral agent, the Lender and various other lenders party thereto (as amended from time to time, the “Margin Loan Agreement”) and is subject to and entitled to the benefits thereof and of the other Loan Documents. This Note is secured as provided in the Loan Documents. This Note is subject to optional prepayment under the conditions set forth in Section 2.03(a) and mandatory prepayment under the conditions set forth in Sections 2.03(b) and 8.02, in each case, in whole or in part, prior to the Maturity Date on the terms and conditions provided in the Margin Loan Agreement. The Lender may record transactions on the Note on the Schedule hereto.
If an Event of Default shall occur and be continuing, the principal of and accrued interest on and other amounts relating to this Note may become or be declared to be due and payable in the manner and with the effect provided in the Margin Loan Agreement.
The Borrower hereby waives presentment, demand, protest or notice of any kind in connection with this Note.
Capitalized terms used but not defined herein shall have the meanings given to them in the Margin Loan Agreement.
THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAWS PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.
