EXHIBIT 10.29
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PROMISSORY NOTE
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$675,000.00 Boston, Massachusetts
September 6, 1996
FOR VALUE RECEIVED, the undersigned Peritus Software Services, Inc., a
Massachusetts corporation (the "Borrower") hereby promises to pay to the order
of FLEET NATIONAL BANK (the "Bank") the principal amount of Six Hundred Seventy-
Five Thousand and 00/100 ($675,000.00) Dollars ("Principal"), with interest, at
the rate hereinafter set forth, on the daily balance of all unpaid Principal,
from the date hereof until payment in kill of all Principal and interest
hereunder. As used herein, "Letter Agreement" means that certain letter
agreement of even date herewith between the Bank and the Borrower.
Interest on all unpaid Principal shall be due and payable monthly in
arrears, on the first day of each month, commencing on October 1, 1996 and
continuing on the first day of each month thereafter and on the date of payment
of this note in kill, at a fluctuating rate per annum (computed on the basis of
a year of three hundred sixty (360) days for the actual number of days elapsed)
which shall at all times be equal to the sum of (i) one (1%) percent per annum
plus (ii) the Prime Rate, as in effect from time to time (but in no event in
excess of the maximum rate permitted by then applicable law). A change in the
aforesaid rate of interest will become effective on the same day on which any
change in the Prime Rate is effective. Overdue principal and, to the extent
permitted by law, overdue interest shall bear interest at a fluctuating rate per
annum which at all times shall be equal to the sum of (i) two (2%) percent per
annum plus (ii) the per annum rate otherwise payable under this note (but in no
event in excess of the maximum rate permitted by then applicable law),
compounded monthly and payable on demand. As used herein, "Prime Rate" means
that rate of interest per annum announced by the Bank from time to time as its
prime rate, it being understood that such rate is merely a reference rate, not
necessarily the lowest, which serves as the basis upon which effective rates of
interest are calculated for obligations making reference thereto. If the entire
amount of any required Principal and/or interest is not paid within ten (10)
days after the same is due, the Borrower shall pay to the Bank a late fee equal
to five percent (5%) of the required payment, provided that such late fee shall
be reduced to three percent (3%) of any required Principal and interest that is
not paid within fifteen (15) days of the date it is due if this note is secured
by a mortgage on an owner-occupied residence of 14 units.
Principal shall be repaid by the Borrower to the Bank in 35 equal
consecutive monthly installments (each in the amount of $18,750), such
installments to commence October 1, 1996 and to continue thereafter on the first
day of each month through and including August 1, 1999, plus a 36th and final
installment on September 1, 1999 in an amount equal to all then outstanding
Principal and all interest accrued but unpaid thereon.
The Borrower may at any time and from time to time, without premium or
penalty, prepay all or any portion of the Principal; provided that each such
Principal prepayment shall be accompanied by payment of all interest on this
note accrued but unpaid to the date of payment. Any partial prepayment of
Principal will be applied against Principal installments in inverse order of
normal maturity.
Payments of both Principal and interest shall be made, in immediately
available funds, at the office of the Bank located at 00 Xxxxx Xxxxxx, Xxxxxx,
Xxxxxxxxxxxxx 00000, or at such other address as the Bank may from time to time
designate.
The undersigned Xxxxxxxx irrevocably authorizes the Bank to make or cause
to be made, on a schedule attached to this note or on the books of the Bank, at
or following the time of receiving any payment of Principal, an appropriate
notation reflecting such transaction and the then unpaid balance of Principal.
Failure of the Bank to make any such notation shall not, however, affect any
obligation of the Borrower hereunder or under the Letter Agreement. The unpaid
Principal amount of this note, as recorded by the Bank from time to time on such
schedule or on such books, shall constitute presumptive evidence of the
outstanding principal amount of the Initial Term Loan (as defined in the Letter
Agreement).
The Borrower hereby (a) waives notice of and consents to any and all
advances, settlements, compromises, favors and indulgences (including, without
limitation, any extension or postponement of the time for payment), any and all
receipts, substitutions, additions, exchanges and releases of collateral, and
any and all additions, substitutions and releases of any person primarily or
secondarily liable, (b) waives presentment, demand, notice, protest and all
other demands and notices generally in connection with the delivery, acceptance,
performance, default or enforcement of or under this note, and (c) agrees to
pay, to the extent permitted by law, all costs and expenses, including, without
limitation, reasonable attorneys' fees, incurred or paid by the Bank in
enforcing this note and any collateral or security therefor, all whether or not
litigation is commenced.
This note is the Initial Term Note referred to in, and is entitled to the
benefits of, the Letter Agreement. This note is secured by the Security
Agreement (as defined in the Letter Agreement). This note is subject to
prepayment as set forth in the Letter Agreement. The maturity of this note may
be accelerated upon the occurrence of an Event of Default, as provided in the
Letter Agreement.
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Executed, as an instrument under seal, as of the day and year first above
written.
CORPORATE SEAL PERITUS SOFTWARE
ATTEST: SERVICES, INC.
/s/ Xxxx XxxXxxx By: /s/ Xxxxxxx X. Xxxx
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Treasurer Name: Xxxxxxx X. Xxxx
Title:
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