EXHIBIT 10.30
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PROMISSORY NOTE
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$825,000.00 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 Eight Hundred
Twenty-Five Thousand and 00/100 ($825,000.00) Dollars or such portion thereof as
may be advanced by the Bank as one or more "Additional Term Loans" pursuant to
(S) 1.4 of the below-described Letter Agreement and remains outstanding from
time to time hereunder ("Principal"), with interest, at the rate hereinafter set
forth, on the daily balance of all unpaid Principal, from the date hereof until
payment in full 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 the first such date after
the advance of any Principal and continuing on the first day of each month
thereafter and on the date of payment of this note in full, 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 1-4 units.
Principal shall be repaid by the Borrower to the Bank in 35 equal
consecutive monthly installments (each in an amount equal to 1/36th of the
aggregate principal amounts of the Additional Term Loans, as defined in the
Letter Agreement, outstanding at close of business on June 30, 1997), such
installments to commence
July 1, 1997 and to continue thereafter on the first day of each month through
and including May 1, 2000, plus a 36th and final installment on June 1, 2000 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 making any Additional Term Loan (as defined in the
Letter Agreement) 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 aggregate
outstanding principal amount of the Additional Term Loans.
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 Additional 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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