Exhibit 10.58
CELERITY SOLUTIONS, INC.
July 13, 1999
Xxx Xxxxxxxxx
00000 Xxxxxxxxxxx
Xxxxxxx Xxxxx, XX 00000
Dear Xx. Xxxxxxxxx:
Reference is made to a certain Non-Negotiable Promissory Note and Security
Agreement in the original principal amount of $448,116 dated 12/8/97 (the
"Note") issued to you by Celerity Solutions, Inc, a copy of which is attached
hereto as Exhibit A. The undersigned acknowledges that the current balance due
on the Note is an aggregate of $443,366.76 principal plus interest calculated as
follows:
(1) original balance of Note $ 448,116.00
(2) interest on original Note at 7.5% $ 60,992.00
(3) less installment payments to date consisting of $ -73,027.03
the following payments made on the dates indicated:
a. 12/97 $10,861.92
b. 2/98 $ 9,049.94
c. 3/98 $ 6,369.35
d. 4/98 $10,859.92
e. 8/98 $15,384.89
f. 12/98 $20,501.01
(4) plus interest on past due payment as calculated on Exhibit B $ 4,583.79
(5) less interest on payments not yet due as calculated on $ -705.05
Exhibit C
(6) less purchase of source license for certain Celerity products $200,000.00
as described in the Source License Agreement, dated 7/13/99. -----------
Current balance of Note due as of the date hereof $239,959.71
-----------
The undersigned further acknowledges that, except as indicated above, no
other amounts, including without limitation, interest, fees or expenses are due
and payable to the undersigned with respect to the Note.
The undersigned hereby consents to the amendment of the Note to provide for
the payment of the remaining principal balance in thirty-six (36) equal
installments of principal, together with accrued interest (with interest accrual
commencing July 1, 1999) at an annual rate of eight percent (8%) per annum
compounded monthly, commencing July 15, 1999, provided, however, that at
discretion of Celerity Solutions, Inc. up to six (6) monthly installments of
principal may be deferred during the remaining term of the Note so long as
monthly installments of interest continue to be made thereon and, provided
further, that the outstanding principal balance of the Note, together with all
accrued interest, shall be paid in full not later than June 15, 2002. The
monthly payment will be $7,494.57 as calculated on the amortization schedule
attached as Exhibit D.
In all other respects the Note shall remain unchanged and in full force and
effect. Please indicate your consent to the foregoing by executing the copy of
this letter in the space provided whereupon this letter shall become a binding
agreement between you and Celerity Solutions, Inc.
Very truly yours,
CELERITY SOLUTIONS, INC.
By /s/ Xxxx Xxxx
----------------------
Agreed and accepted this 13th day of July, 1999
/s/ Xxx Xxxxxxxxx
----------------------
Xxx Xxxxxxxxx
EXHIBIT A
NON NEGOTIABLE PROMISSORY NOTE AND SECURITY AGREEMENT
This note was included in an 8K filing by the Company dated December 8, 1997
describing the acquisition of the outstanding stock of Somerset Automation Inc.
by Celerity Solutions Inc. This filing is incorporated by reference herein.
EXHIBIT B
INTEREST ON PAST DUE PAYMENTS
Prime Rate 7.75% Interest Rate 12.75%
Amount Due Due Date Days Past Due Day Interest Due
150,830 4/1/99 87 0.000349 4,583.79
4,583.79
Note: The Rate per Day is equal to the interest rate for past due payments
provided for in the original promissory note (prime plus 5%), divided
by 365 days. The Interest due is the product of the Amount Due times
the Days Past Due times the Rate Per Day.
EXHIBIT C
INTEREST CREDIT FOR PAYMENTS NOT YET DUE
6/28/99 Interest Rate 7.50%
Amount Paid Early Less Fee for Net Amount Due Date Days Early Day Rate Interest
Source License Paid Early Credit
150,830.00 150,830.00 - 10/1/99 96.00 0.000205 0.00
56,618.00 49,170.00 7,448.00 10/1/00 462.00 0.000205 705.05
200,000.00 705.05
Note: The Rate per Day is equal to 7.5%, divided by 365 days. The Interest due
is the product of the Net Amount Paid Early times the Days Early times the
Rate Per Day.
EXHIBIT D
AMORTIZATION SCHEDULE
Interest Rate 8% Payment 7,494.57
Principal Interest Payment Balance
15-Jul-99 239,959.71 799.87 7,494.57 233,265.01
15-Aug-99 233,265.01 1,555.10 7,494.57 227,325.54
15-Sep-99 227,325.54 1,515.50 7,494.57 221,346.47
15-Oct-99 221,346.47 1,475.64 7,494.57 215,327.54
15-Nov-99 215,327.54 1,435.52 7,494.57 209,268.49
15-Dec-99 209,268.49 1,395.12 7,494.57 203,169.04
15-Jan-00 203,169.04 1,354.46 7,494.57 197,028.93
15-Feb-00 197,028.93 1,313.53 7,494.57 190,847.89
15-Mar-00 190,847.89 1,272.32 7,494.57 184,625.64
15-Apr-00 184,625.64 1,230.84 7,494.57 178,361.91
15-May-00 178,361.91 1,189.08 7,494.57 172,056.42
15-Jun-00 172,056.42 1,147.04 7,494.57 165,708.89
15-Jul-00 165,708.89 1,104.73 7,494.57 159,319.04
15-Aug-00 159,319.04 1,062.13 7,494.57 152,886.60
15-Sep-00 152,886.60 1,019.24 7,494.57 146,411.28
15-Oct-00 146,411.28 976.08 7,494.57 139,892.78
15-Nov-00 139,892.78 932.62 7,494.57 133,330.83
15-Dec-00 133,330.83 888.87 7,494.57 126,725.13
15-Jan-01 126,725.13 844.83 7,494.57 120,075.40
15-Feb-01 120,075.40 800.50 7,494.57 113,381.33
15-Mar-01 113,381.33 755.88 7,494.57 106,642.63
15-Apr-01 106,642.63 710.95 7,494.57 99,859.01
15-May-01 99,859.01 665.73 7,494.57 93,030.17
15-Jun-01 93,030.17 620.20 7,494.57 86,155.80
15-Jul-01 86,155.80 574.37 7,494.57 79,235.60
15-Aug-01 79,235.60 528.24 7,494.57 72,269.27
15-Sep-01 72,269.27 481.80 7,494.57 65,256.50
15-Oct-01 65,256.50 435.04 7,494.57 58,196.97
15-Nov-01 58,196.97 387.98 7,494.57 51,090.38
15-Dec-01 51,090.38 340.60 7,494.57 43,936.41
15-Jan-02 43,936.41 292.91 7,494.57 36,734.75
15-Feb-02 36,734.75 244.90 7,494.57 29,485.08
15-Mar-02 29,485.08 196.57 7,494.57 22,187.08
15-Apr-02 22,187.08 147.91 7,494.57 14,840.42
15-May-02 14,840.42 98.94 7,494.57 7,444.79
15-Jun-02 7,444.79 49.63 7,494.57 (0.15)
