REVOLVING CREDIT NOTE
EXHIBIT
10.2
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$1,000,000
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December
21, 2007
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FOR
VALUE RECEIVED,
the
undersigned, AFTERSOFT
GROUP, INC.,
a
Delaware corporation (the “Maker”), hereby promises to pay to COMVEST
CAPITAL, LLC, a
Delaware limited liability company (“ComVest”), or registered assigns
(hereinafter, collectively with ComVest, referred to as the “Payee”), on
November 30, 2009 (subject to extension pursuant to Section 2.01(h) of the
Loan
Agreement hereinafter described, or sooner by reason of an Event of Default
or
required prepayment in accordance with the Loan Agreement hereinafter
described), the principal sum of One Million ($1,000,000) Dollars or, if less,
the aggregate unpaid principal amount of all Revolving Credit Advances made
by
the Payee to the Maker pursuant to that certain Revolving Credit and Term Loan
Agreement of even date herewith by and between ComVest and the Maker (as same
may be amended, modified, supplemented and/or restated from time to time, the
“Loan Agreement”), together with interest (computed as hereinafter provided) on
any and all principal amounts outstanding hereunder from time to time from
the
date hereof until payment in full hereof, at a rate per annum equal to the
greater of (a) the Prime Rate (as such term is hereinafter defined) as in effect
from time to time plus two (2%) percent, or (b) nine and one-half (9.5%)
percent; provided,
however,
that
during the continuance of any Event of Default under the Loan Agreement, the
interest rate otherwise applicable hereunder shall be increased by four hundred
(400) basis points. All interest shall be computed on the daily unpaid principal
balance hereof based on a three hundred sixty (360) day year, and shall be
payable monthly in arrears on the first day of each calendar month commencing
January 1, 2008, and upon maturity or acceleration
hereof.
As
used
herein, the term “Prime Rate” shall mean the “prime rate” or “base rate” of
interest publicly announced by Citibank, N.A. (or any successor thereto, or
in
the event that such bank shall cease to exist and shall have no successor,
any
other domestic commercial bank selected by the Payee in good faith) from time
to
time, which is merely a reference rate for determining the interest rate to
be
charged on loans or other financial transactions, and may or may not be the
best
rate offered by such bank for commercial loans; and upon each announced change
of the Prime Rate by such bank, the interest rate hereunder shall be
correspondingly adjusted.
The
Maker
shall have the right, at any time and from time to time, to prepay all or any
portion of the principal balance of this Note upon written notice to the Payee,
stating the amount of the prepayment. In addition, the Maker shall be required
to make principal payments hereunder, without requirement of notice or demand,
as and to the extent provided in Sections 2.01(d) and 2.08 of the Loan
Agreement, and upon any payment, prepayment or requirement for the prepayment
in
full of the Term Loans (as such term is defined in the Loan
Agreement).
Unless
the Maker shall be otherwise notified in writing by ComVest, all principal
and
interest hereunder are payable in lawful money of the United States of America
at the office of ComVest set forth in the Loan Agreement in immediately
available funds. Payments of principal and/or interest hereunder shall be made,
at the Payee’s option, by debiting any demand deposit account(s) in the name of
the Maker at the Payee (or any agent of the Payee) or in such other reasonable
manner as may be designated by the Payee in writing to the Maker and in any
event shall be made in immediately available funds. The Maker hereby irrevocably
authorizes the Payee to so debit any and all such demand deposit
accounts.
Except
for notice specifically provided herein, the Maker hereby waives presentment,
demand, dishonor, protest, notice of protest, diligence and any other notice
or
action otherwise required to be given or taken under the law in connection
with
the delivery, acceptance, performance, default, enforcement or collection of
this Note, and expressly agrees that this Note, or any payment hereunder, may
be
extended, modified or subordinated (by forbearance or otherwise) from time
to
time, without in any way affecting the liability of the Maker. The Maker hereby
further waives the benefit of any exemption under the homestead exemption laws,
if any, or any other exemption, appraisal or insolvency laws, and consents
that
the Payee may release or surrender, exchange or substitute any personal property
or other collateral security now held or which may hereafter be held as security
for the payment of this Note.
This
Note
is the Revolving Credit Note issued pursuant to the terms of the Loan Agreement
and is secured pursuant to the provisions of certain “Security Documents”
referred to in the Loan Agreement. This Note is entitled to all of the benefits
of the Loan Agreement and said Security Documents, including provisions
governing the payment and the acceleration of maturity hereof, which agreements
and instruments are hereby incorporated by reference herein and made a part
hereof. The occurrence and continuance of an Event of Default thereunder shall
constitute a default under this Note and shall entitle the Payee to accelerate
the entire indebtedness hereunder and take such other action as may be provided
for in the Loan Agreement and/or any and all other instruments evidencing and/or
securing the indebtedness under this Note, or as may be provided under the
law.
In
the
event that any holder of this Note shall, during the continuance of any Event
of
Default, exercise or endeavor to exercise any of its remedies hereunder or
under
the Loan Agreement or any of the Security Documents, the Maker shall pay all
reasonable costs and expenses incurred in connection therewith, including,
without limitation, reasonable attorneys’ fees, all of which costs and expenses
shall be obligations under and part of this Note; and the holder hereof may
take
judgment for all such amounts in addition to all other sums due
hereunder.
No
consent or waiver by the holder hereof with respect to any action or failure
to
act which, without such consent or waiver, would constitute a breach of any
provision of this Note shall be valid and binding unless in writing and signed
by the Maker and by the holder hereof.
All
agreements between the Maker and the Payee are hereby expressly limited to
provide that in no contingency or event whatsoever, whether by reason of
acceleration of maturity of the indebtedness evidenced hereby or otherwise,
shall the amount paid or agreed to be paid to the Payee for the use, forbearance
or detention of the indebtedness evidenced hereby exceed the maximum amount
which the Payee is permitted to receive under applicable law. If, from any
circumstances whatsoever, fulfillment of any provision hereof or of any of
the
Security Documents or the Loan Agreement, at the time performance of such
provision shall be due, shall involve transcending the limit of validity
prescribed by law, then, ipso facto,
the
obligation to be fulfilled shall automatically be reduced to the limit of such
validity, and if from any circumstance the Payee shall ever receive as interest
an amount which would exceed the highest lawful rate, such amount which would
be
excessive interest shall be applied to the reduction of the principal balance
of
any of the Maker’s Obligations (as such term is defined in the Loan Agreement)
to the Payee, and not to the payment of interest hereunder. To the extent
permitted by applicable law, all sums paid or agreed to be paid for the use,
forbearance or detention of the indebtedness evidenced by this Note shall be
amortized, prorated, allocated and spread throughout the full term of such
indebtedness until payment in full, to the end that the rate or amount of
interest on account of such indebtedness does not exceed any applicable usury
ceiling. As used herein, the term “applicable law” shall mean the law in effect
as of the date hereof, provided,
however,
that in
the event there is a change in the law which results in a higher permissible
rate of interest, then this Note shall be governed by such new law as of its
effective date. This provision shall control every other provision of all
agreements between the Maker and the Payee.
2
This
Note
shall be governed by and construed in accordance with the laws of the State
of
New York, except to the extent that such laws are superseded by Federal
enactments.
IN
WITNESS WHEREOF,
the
Maker has caused this Note to be executed by its duly authorized officer as
of
the date first set forth above.
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AFTERSOFT
GROUP, INC.
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By:
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/s/
Xxxxx Xxxxxxxx
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Name:
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Xxxxx
Xxxxxxxx
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Title:
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Chief
Operating Officer
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