FORM OF
SECURED PROMISSORY NOTE
$30,000,000 As of August 13, 1999
Term Note B No. ___
FOR VALUE RECEIVED, the undersigned (hereinafter "Borrower"), hereby
promises to pay to the order of ________________________________________________
(hereinafter "Lender"), such payment to be made to Administrative Agent for the
account of Lender, in such coin or currency of the United States which shall be
legal tender in payment of all debts and dues, public and private, at the time
of payment, the principal sum of $_________, together with interest from and
after the date hereof on the unpaid principal balance outstanding of the Term
Loan B evidenced by this Note at the greater of (y) 12.75% per annum, and (z) a
fluctuating rate per annum equal to the Reference Rate plus 5%. The rate of
interest set forth in the foregoing sentence shall increase or decrease by an
amount equal to any increase or decrease in the Reference Rate, effective as of
the opening of business on the day that any such change in the Reference Rate
occurs.
This Secured Promissory Note (this "Note") is one of a series of the
Term Notes B referred to in, and is issued pursuant to, that certain Financing
Agreement among Borrower, Lender, and certain other financial institutions or
funds party thereto, dated as of August 13, 1999 (hereinafter, as amended from
time to time, the "Financing Agreement"), and is entitled to all of the benefits
and security of the Financing Agreement. All of the terms, covenants and
conditions of the Financing Agreement and the other Loan Documents are hereby
made a part of this Note and are deemed incorporated herein in full. All
capitalized terms used herein, unless otherwise specifically defined in this
Note, shall have the meanings ascribed to them in the Financing Agreement. This
Note evidences the outstanding principal balance of the Term Loan B by Lender to
Borrower as of the date hereof.
All interest shall be computed in the manner provided in Section 2.04
of the Financing Agreement. Upon the occurrence and during the continuation of
an Event of Default, the interest rate provided herein shall be increased in
accordance with the provisions of Section 2.04(b) of the Financing Agreement.
The principal amount and accrued interest of this Note shall be due and
payable in accordance with the Financing Agreement. Notwithstanding the
foregoing, the entire unpaid principal balance hereof and accrued interest
thereon shall be due and payable immediately upon any termination of the
Financing Agreement pursuant to Section 2.05 thereof.
This Note shall be subject to mandatory prepayment in accordance with
the provisions of Section 2.05(c) of the Financing Agreement.
Upon the occurrence of an Event of Default, Lender shall have all of
the rights and remedies set forth in Section 8.01 of the Financing Agreement and
in the other Loan Documents.
Time is of the essence of this Note. To the fullest extent permitted by
applicable law, Borrower, for itself and its legal representatives, successors
and assigns, expressly waives
presentment, demand, protest, notice of dishonor, notice of non-payment, notice
of maturity, notice of protest, presentment for the purpose of accelerating
maturity, diligence in collection, and the benefit of any exemption or
insolvency laws.
Wherever possible, each provision of this Note shall be interpreted in
such manner as to be effective and valid under applicable law, but if any
provision of this Note shall be prohibited or invalid under applicable law, such
provision shall be ineffective to the extent of such prohibition or invalidity
without invalidating the remainder of such provision or remaining provisions of
this Note. No delay or failure on the part of Lender in the exercise of any
right or remedy hereunder shall operate as a waiver thereof, nor as an
acquiescence in any default, nor shall any single or partial exercise by Lender
of any right or remedy preclude any other right or remedy. Lender, at its
option, may enforce its rights against any collateral securing this Note without
enforcing its rights against Borrower or any other property or indebtedness due
or to become due to Borrower. Xxxxxxxx agrees that, without releasing or
impairing Xxxxxxxx's liability hereunder, Xxxxxx (or its agent) may at any time
release, surrender, substitute or exchange any collateral securing this Note and
may at any time release any party primarily or secondarily liable for the
indebtedness evidenced by this Note.
To the maximum extent permitted by law, each Person composing Borrower
hereby waives any defenses such Person might have based upon suretyship or
impairment of collateral, such waiver being intended as a reservation of rights
or a waiver contemplated by Section 3-606 of the Code.
This Note shall be governed by, and construed and enforced in
accordance with, the laws of the State of New York.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, this Note has been duly executed and delivered on the
date first above written.
CFI PROSERVICES, INC., an Oregon corporation
By: /s/ Xxxxxx X. Xxxxxxxx
----------------------
Xxxxxx X. Xxxxxxxx
Title: President and Chief Operating Officer
ULTRADATA CORPORATION, a Delaware corporation and
successor by merger to UFO Acquisition Co.
By: /s/ Xxxxxx X. Xxxxxxxx
----------------------
Xxxxxx X. Xxxxxxxx
Title: President and Chief Operating Officer
MONEYSCAPE HOLDINGS, INC., an Oregon corporation
By: /s/ Xxxxxx X. Xxxxxxxx
----------------------
Xxxxxx X. Xxxxxxxx
Title: President and Chief Operating Officer
MECA SOFTWARE, L.L.C., a Delaware limited liability company
By: /s/ Xxxxxx X. Xxxxxxxx
----------------------
Xxxxxx X. Xxxxxxxx
Title: President and Chief Operating Officer
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SCHEDULE OF TERM LOAN B NOTES
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Holder Amount
---------------------------- -----------
Ableco Finance, LLC, a Delaware limited liability company $ 7,500,000
Xxxxxx Xxxxxxxxx Capital Parnters II, L.P., a California
limted partnership $10,000,000
Foothill Partners III, L.P., a Delaware limited partnership $ 5,000,000
Styx Partners, L.P., a Delaware limited partnership $ 7,500,000
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Total $30,000,000
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