0000908180-99-000019 Sample Contracts

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NOTE PURCHASE AGREEMENT BY AND AMONG CFI PROSERVICES, INC., THE SUBSIDIARIES OF CFI PROSERVICES, INC.,
Note Purchase Agreement • August 27th, 1999 • Cfi Proservices Inc • Services-prepackaged software • New York
ARTICLE 1
Registration Rights Agreement • August 27th, 1999 • Cfi Proservices Inc • Services-prepackaged software • New York
FORM OF SECURED PROMISSORY NOTE
Secured Promissory Note • August 27th, 1999 • Cfi Proservices Inc • Services-prepackaged software

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.

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