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EXHIBIT 10.14
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD
OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.
THIS NOTE IS SUBJECT TO THE TERMS OF A SENIOR SUBORDINATED NOTE AND WARRANT
PURCHASE AGREEMENT, DATED AS OF DECEMBER 31, 1999, BY AND AMONG SALESLOGIX
CORPORATION, AS ISSUER, AND BA TECHNOLOGY I, LLC AND GE CAPITAL EQUITY
INVESTMENTS, INC., AS PURCHASERS (AS AMENDED OR OTHERWISE MODIFIED, THE "NOTE
PURCHASE AGREEMENT").
SALESLOGIX CORPORATION
SENIOR SUBORDINATED NOTE DUE DECEMBER 31, 2004
December 31, 1999
FOR VALUE RECEIVED, the undersigned SALESLOGIX CORPORATION, a Delaware
corporation (the "Company"), hereby promises to pay to GE CAPITAL EQUITY
INVESTMENTS, INC., a Delaware corporation (the "Purchaser"), or registered and
permitted assigns, the principal amount of Seven Million Five Hundred Thousand
Dollars ($7,500,000.00) on December 31, 2004, with interest (computed on the
basis of a 360-day year consisting of twelve 30-day months) payable in the
manner provided below (i) on the unpaid balance thereof at the rate of eleven
percent (11%) per annum from January 3, 2000, quarterly on the last day of
March, June, September and December of each year (provided that if the last day
of any such month is not a Business Day, then on the next succeeding Business
Day) (each, a "Payment Date"), commencing with the Payment Date next succeeding
the date hereof, until the principal hereof shall have become due and payable,
and (ii) upon and during the occurrence of any Event of Default (as defined in
the Note Purchase Agreement), quarterly as aforesaid on any amount then in
default (or, at the option of the registered holder, on demand) at the rate of
thirteen percent (13%) per annum (but only to the extent permitted by law). The
principal amount of this Note shall be payable in full on December 31, 2004.
Payment of interest herein may be made, for the interest periods ending
on March 31, 2000 and June 30, 2000 only, at the option of the Company, in cash
or by delivery by the Company to the Holder hereof of a promissory note
substantially in the form of this Note and in the principal amount of the
interest payment then due (a "Pik Note"). Each Pik Note issued in payment of
interest hereunder shall be deemed one of the Notes issued under the Note
Purchase Agreement and shall be entitled to all of the benefits thereof and the
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obligations thereunder. Payment of interest for any other interest periods shall
be made in immediately available funds.
No provision of this Note shall be deemed to establish or require the
payment of interest at a rate in excess of the maximum rate permitted under
applicable law. In the event that the rate of interest required to be paid under
this Note exceeds the maximum rate permitted under applicable law, the rate of
interest required hereunder shall be automatically reduced to the maximum rate
permitted by applicable law.
This senior subordinated promissory note (the "Note") is issued
pursuant to the Note Purchase Agreement and is entitled to the benefits thereof
and is subordinated in right of payment and collection to the payment of the
Senior Indebtedness (as defined in the Note Purchase Agreement) to the extent
and in the manner set forth in Article XI of the Note Purchase Agreement.
This Note is a registered Note and, as provided and subject to the
restrictions contained in the Note Purchase Agreement, upon surrender of this
Note for registration of transfer, duly endorsed, or accompanied by a written
instrument of transfer duly executed by the registered holder hereof or such
holder's attorney duly authorized in writing, a new Note for a like principal
amount will be issued to, and registered in the name of, the transferee. Prior
to due presentment for registration of transfer, the Company may treat the
person in whose name this Note is registered as the owner hereof for the purpose
of receiving payment and for all other purposes, and the Company shall not be
affected by any notice to the contrary. Reference is hereby made to the Note
Purchase Agreement for a description of certain restrictions on the transfer of
or sale of a participation interest in this Note.
THIS NOTE IS INTENDED TO BE PERFORMED IN THE STATE OF NEW YORK AND
SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF SUCH STATE.
The Company may redeem this Note in whole or in part in accordance with
the terms and provisions of the Note Purchase Agreement. This Note is subject to
mandatory redemption by the Company in certain circumstances specified in the
Note Purchase Agreement and the maturity hereof may be accelerated following an
Event of Default (as defined in the Note Purchase Agreement), all as provided in
the Note Purchase Agreement, to which reference is made for the terms and
conditions of such circumstances and provisions. In the event this Note is not
paid when due, the Company will pay, in addition to principal and interest, all
costs of collection, including reasonable attorneys' fees, and the holder hereof
shall be entitled to all the rights and remedies set forth in the Note Purchase
Agreement.
All payments in respect of a partial redemption of this Note shall be
applied first to all costs, expenses, indemnities and other amounts payable
hereunder and under the Note Purchase Agreement, then to payment of default
interest, if any, then to payment of accrued interest and thereafter to payment
of principal.
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Except as expressly provided herein or in the Note Purchase Agreement,
the undersigned hereby waives presentment, demand, protest and all other notices
of any kind.
IN WITNESS WHEREOF, this Note is executed on the date first above
written.
SALESLOGIX CORPORATION
By:_____________________________
Name: Xxxx Xxxxx
Title: Chief Financial Officer
and Secretary
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