1
EXHIBIT 10.21
SOFTCOST
SECURED PROMISSORY NOTE
240,363.61 Date:September 3, 1999
Due: March 1, 2002
FOR VALUE RECEIVED, Neoforma, Inc. a Delaware corporation (the "Borrower")
hereby promises to pay to the order of Comdisco, Inc., a Delaware corporation
(the "Lender") at P.O. Box 91744, Chicago, IL 60693 or such other place of
payment as the holder of this Secured Promissory Note (this "Note") may specify
from time to time in writing, in lawful money of the United States of America,
the principal amount of Two Hundred Forty Thousand Three Hundred Sixty Three and
61/100 Dollars ($240,363.61) together with interest at Nine percent (8%) per
annum from the date of this Note to maturity of each installment on the
principal hereof remaining from time to time unpaid, such principal and interest
to be paid 30 equal monthly installments consisting of 1 payments of $4,708.46
(.67%) each, commencing October 1, 1999, followed by 3 payments of $1,610.44
(.67%) each commencing November 1, 1999 and on the same day of each month
thereafter to and including January 1, 2000, followed by 26 payments of
$10,029.76 (4.17%) each, commencing February 1, 2000 and on the same day of each
month thereafter to and including March 1, 2002 and an additional installment in
the amount of $38,458.18 (16%) ("Balloon Payment") to be paid on March 1, 2002,
such installments to be applied first to accrued and unpaid interest and the
balance to unpaid principal. Interest shall be computed on the basis of a year
consisting of twelve months of thirty days each.
This Note is the Note referred to in, and is executed and delivered in
connection with, that certain Loan and Security Agreement dated July 7, 1999 by
and between Borrower and Lender (as the same may from time to time be amended,
modified or supplemented in accordance with its terms, the "Loan Agreement"),
and is entitled to the benefit and security of the Loan Agreement and the other
Loan Documents (as defined in the Loan Agreement), to which reference is made
for a statement of all of the terms and conditions thereof. All terms defined in
the Loan Agreement shall have the same definitions when used herein, unless
otherwise defined herein.
The Borrower waives presentment and demand for payment, notice of dishonor,
protest and notice of protest and any other notice as permitted under the UCC or
any applicable law.
This Note has been negotiated and delivered to Lender and is payable in the
State of Illinois, and shall not become effective until accepted by Lender in
the State of Illinois.
-1-
2
This Note shall be governed by and construed and enforced in accordance with,
the laws of the State of Illinois, excluding any conflicts of law rules or
principles that would cause the application of the laws of any other
jurisdiction.
BORROWER: NEOFORMA, INC.
0000 Xxxxx Xxxx.
Santa Clara, CA 95054
Signature: /s/ XXXXX XXXXXXXX
------------------------------
Print Name: Xxxxx XxXxxxxx
------------------------------
Title: VP and Founder
------------------------------
-2-