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Exhibit 10.15
STUDENT ADVANTAGE, INC.
Promissory Note (Equipment)
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$250,000 Boston, Massachusetts
March 31, 1999
FOR VALUE RECEIVED, Student Advantage, Inc., a Delaware corporation
(the "Company"), hereby promises to pay to USTRUST (the "Bank"), or order, at
its head office at 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, the principal
amount of Two Hundred Fifty Thousand Dollars ($250,000), or such lesser amount
as shall equal the principal amount outstanding hereunder from time to time, in
lawful money of the United States of America and in immediately available funds,
and to pay interest on the unpaid principal balance hereof from time to time
outstanding, at said office and in like money and funds, at a rate per annum
which shall at all times equal the Base Lending Rate, unless the Company has
elected the Applicable Treasury Yield Rate in accordance with the provisions of
Section 1.4.1(a) of the Loan Agreement dated as of the date hereof between the
Company and the Bank (the "Loan Agreement"), in which case the effective rate of
interest on said principal balance shall be a per annum rate equal to the
Applicable Treasury Yield Rate. Interest shall be computed on the basis of the
actual number of days elapsed over a 360-day year.
The principal of and interest in arrears (at either the Base Lending
Rate or Applicable Treasury Yield Rate, as the case may be) on each advance
hereunder shall be payable in monthly installments on the last day of each month
commencing on the last day of the month following the month in which any such
advance shall have been made hereunder, in amounts based upon a level payment,
self-amortizing direct reduction loan with a three year amortization schedule.
In any event, the principal of and interest on each advance shall be paid on or
before the third anniversary of such advance; and any portion of any advance
hereunder which has been so paid may not be reborrowed hereunder.
This Note is the note described in the Loan Agreement between the
Company and the Bank, and the holder hereof is entitled to the benefits of the
Loan Agreement and the collateral securing the payment and performance of the
obligations of the Company described in or contemplated by the Loan Agreement.
Neither this reference to such Loan Agreement nor any provision of such Loan
Agreement shall affect or impair the absolute and unconditional obligation of
the Company to pay the principal of and interest on this Note as provided
herein.
This Note is subject to voluntary prepayment in whole or in part at
any time without premium or penalty, and to acceleration on default at the times
and in the manner specified in the Loan Agreement.
If the Company shall fail to make any payment of principal of or
interest on this Note when due, whether at maturity or at a date fixed for the
payment of any installment or
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prepayment hereof or by declaration, acceleration, on demand or otherwise,
interest on such unpaid amount shall thereafter by payable on demand at a rate
per annum equal to four percent (4%) above the rate otherwise applicable
hereunder.
If payment of principal or interest hereunder is not made within 10
days of its due date, the Company also will pay on demand a late payment charge
equal to two and one-half percent (2-1/2%) of the amount of such payment.
Subject to and in accordance with the provisions of the Loan
Agreement, the Company hereby authorizes the Bank to charge any account or
accounts maintained by the Company at the Bank for any payment due hereunder or
under the Loan Agreement.
The Company and each endorser and guarantor of this Note hereby waive
presentment, demand, notice of dishonor, protest, and all other demands and
notices in connection with the delivery, acceptance, performance or enforcement
of this Note.
THE COMPANY (AND EACH GUARANTOR, ENDORSER AND SURETY) HEREBY WAIVES
THE RIGHT TO A JURY IN ANY TRIAL OF ANY CASE OR CONTROVERSY IN WHICH THE BANK IS
OR BECOMES A PARTY (WHETHER SUCH CASE OR CONTROVERSY IS INITIATED BY OR AGAINST
THE BANK OR IN WHICH THE BANK IS JOINED AS A PARTY LITIGANT), WHICH CASE OR
CONTROVERSY ARISES OUT OR IS IN RESPECT OF, ANY RELATIONSHIP AMONG OR BETWEEN
THE COMPANY OR ANY OTHER PERSON AND THE BANK (AND THE BANK LIKEWISE WAIVES THE
RIGHT TO A JURY IN ANY TRIAL OF ANY SUCH CASE OR CONTROVERSY).
This Note is delivered to the Bank at its principal office in Boston,
Massachusetts, shall be governed by the laws of The Commonwealth of
Massachusetts (without giving effect to any conflicts of laws provisions
contained therein), and shall take effect as a sealed instrument.
Witness: STUDENT ADVANTAGE, INC.
/s/ Xxxxx Xxxxx By: /s/ Xxxxxxxxxxx X. Xxxxxxx
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V.P. Finance & Administration
