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EXHIBIT 10.19
THIS NOTE IS SUBJECT TO A SUBORDINATION AGREEMENT, AMONG THE COMPANY, THE SENIOR
BANK AND THE HOLDERS OF THE SENIOR SUBORDINATED CONVERTIBLE NOTES OR NOTES, AS
APPLICABLE, WHICH, AMONG OTHER THINGS, SUBORDINATES THE COMPANY'S OBLIGATIONS
HEREUNDER AND CERTAIN PAYMENT PROVISIONS OF THE WARRANTS ISSUED IN CONNECTION
THEREWITH TO THE COMPANY'S OBLIGATIONS TO CERTAIN HOLDERS OF SENIOR OBLIGATIONS,
AS MORE FULLY DESCRIBED IN SAID SUBORDINATION AGREEMENT.
FORM OF SENIOR SUBORDINATED NOTE
$[_____________] February __, 0000
Xxxxxx, XX
FOR VALUE RECEIVED, the undersigned, Xxxxxx Software, Inc., a Delaware
corporation, (the "BORROWER"), HEREBY PROMISES TO PAY to the order of
[__________________] (the "NOTEHOLDER") the principal sum of $[___________]plus
any interest in arrears on the Convertible Note (as hereafter defined) as of the
Conversion Date, together with interest on the unpaid principal amount from time
to time outstanding at the rate or rates and computed and payable at the times
as described in the Note Purchase Agreement (as hereinafter defined). Payments
of the principal hereof shall be made as provided in the Note Purchase
Agreement. Notwithstanding any other provision of this note, the entire balance
of principal and accrued and unpaid interest shall be paid in full on February
__, 2006.
This note is one of the Notes referred to in the Senior Subordinated
Convertible Note Purchase Agreement dated as of February __, 2001 (as the same
may be amended, modified or supplemented from time to time, the "NOTE PURCHASE
AGREEMENT") by and among the Borrower, the Guarantors, the Existing Shareholders
and the Purchasers. This note has been issued by the Borrower to the Noteholder
in connection with the conversion of the 12% Senior Subordinated Convertible
Note due February __, 2006 issued by the Borrower to the Noteholder on February
__, 2001 (the "Convertible Note"). Capitalized terms used herein and not
otherwise defined shall have the meanings set forth in the Note Purchase
Agreement.
Subject to, and at all times in accordance with, the provisions of the
Note Purchase Agreement (i) the Borrower shall have the right, at any time, to
voluntarily prepay all or any part of the outstanding principal amount of this
note, and (ii) the Noteholder shall have the right to require the Borrower to
repurchase this note upon the occurrence of a Mandatory Repurchase Event.
In addition to the payment of interest as provided above, the Borrower
shall, on demand, pay interest on any overdue installments of principal and, to
the extent permitted by applicable law, on overdue installments of interest at
the rate set forth in, and in accordance with the provisions of, the Note
Purchase Agreement.
The holder of this Note is entitled to all the benefits and rights of a
Noteholder under the Note Purchase Agreement to which reference is hereby made
for a statement of the terms and
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conditions under which the entire unpaid balance of this note, or any portion
thereof, shall become immediately due and payable. Notwithstanding anything in
this note to the contrary, the terms and provisions of this note shall at all
times be governed by and subject to all of the terms and provisions of the Note
Purchase Agreement. To the extent that there is any conflict with, or
inconsistency between, the terms and provisions of this note and the terms and
provisions of the Note Purchase Agreement, the terms and provisions of the Note
Purchase Agreement shall at all times govern and control.
The Borrower hereby waives presentment, demand, notice, protest and
other demands and notices in connection with the delivery, acceptance or
enforcement of this note.
No delay or omission on the part of the holder of this note in
exercising any right hereunder shall operate as a waiver of such right or of any
other right under this note, and a waiver, delay or omission on any one occasion
shall not be construed as a bar to or waiver of any such right on any future
occasion.
The terms and provisions of this note are subject to the dispute
resolution provisions contained in Section 9.12 of the Note Purchase Agreement.
This note shall be deemed to be under seal, and all rights and
obligations hereunder shall be governed by the laws of the Commonwealth of
Massachusetts (without giving effect to any conflicts of law provisions
contained therein).
XXXXXX SOFTWARE, INC.
By:
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Name: Xxxxxxx Xxxxxx
Title: Chief Executive Officer
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