Exhibit 10.12
2-8223-2-(C)
MULTITRAK SOFTWARE DEVELOPMENT CORP.
NOTE
$500,000 Boston, Massachusetts
August 15, 1989
FOR VALUE RECEIVED Multitrak Software Development Corp. (herein the
"Company"), a corporation organized and existing under the laws of the State of
Delaware with offices at 000 Xxxxxxx Xxxxxx Xxxxxx, Xxxxxxxxxxxxx 00000-0000,
hereby promises to pay to the order of LRF Investments, Inc. (herein "LRF") the
principal sum borrowed by Company from LRF under a letter agreement dated the
date of this Note (the "August 1989 Letter Agreement"). Said principal sum shall
not exceed Five Hundred Thousand ($500,000) Dollars and shall be paid as
follows. Interest on the average monthly unpaid balance of principal outstanding
shall be calculated at the end of each month at a rate per annum equal to the
average prevailing daily Prime Rate for such month as established from time to
time by Xxxxxxxxx Bank and Trust Company plus three and one-half (3 1/2%)
percent. Interest shall be paid in arrears at the close of business on the last
day of each month commencing on September 30, 1989, until this Note is paid in
full. Any unpaid principal balance on April 1, 1991 shall be paid in thirty six
(36) equal monthly payments of principal, which payments shall be made on the
last day of each month commencing on April 30, 1991.
Principal, interest and all other amounts due under this Note shall be
payable in immediately available funds at the office of LRF Investments, Inc.,
000 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, or at such other place as the
holder of this Note may from time to time designate in writing to the Company.
This Note is issued pursuant to and is entitled to benefits of the August
1989 Letter Agreement by and between the Company and LRF. Reference is hereby
made to the August 1989 Letter Agreement for a complete description of the
rights, obligations, limitations and restrictions of the Company and the holders
of this Note, and the terms and conditions of this Note set forth herein are
subject in every respect to the terms and conditions of the August 1989 Letter
Agreement.
The Company shall have the option to prepay all or any part of the
principal amount of this Note from time to time together with interest accrued
on the amount prepaid to the prepayment date; provided however that no
prepayment, except a final payment, shall be in an amount of less than $1000.
This Note shall become immediately due and payable at the option of the
holder if any event of default occurs as hereinafter defined which remains
uncured after any applicable grace period relating thereto:
1. It shall be an event of default if the Company shall be in
default under the terms and conditions of a Security Purchase Agreement
dated April 20, 1988 by and among the Company, LRF and Xxxxxxx X. Xxxxxxx
which event of default is not cured within any applicable grace period as
provided in said Securities Purchase Agreement.
2. It shall be an event of default if any payment to be made
hereunder or pursuant to any other promissory note issued by the Company
to LRF shall remain unpaid five (5) days after the due date for such
payment and five (5) days after notice of such nonpayment is given by LRF
to the Company.
The Company hereby waives demand, presentment for payment, notice of
dishonor, protest, notice of protest and diligence, and agrees that the holder
hereof may extend the time for payment or accept partial payment without
discharging or releasing the Company.
If after any default in the terms of this Note, the holder shall place
this Note with an attorney for collection, then, if permitted by law, the
undersigned agrees to pay all costs and expenses of such action including all
reasonable attorneys fees for the collection of this Note and the indebtedness
evidenced hereby.
IN WITNESS WHEREOF this Note has been executed and delivered as a sealed
instrument at the place and on the date set forth above by the duly authorized
representative of the Company.
Multitrak Software Development
Corp.
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------
Xxxxxxx X. Xxxxxxx, President
[corporate seal]
