EXHIBIT 10.3
PROMISSORY NOTE
(REVOLVING LINE OF CREDIT)
Borrower: Softech, Inc. Lender: Greenleaf Capital, Inc.
Suite B130 3505 Greenleaf Blvd.
4695 44th Street Kalamazoo, MI 49008
Grand Rapids, MI 49512
Date: September 15, 2000 Principal Amount: $3,000,000.00 Initial Rate: 11.650%
- ---- ---------------- ------------
Adjusted Rate: 10.0% as of May 31, 2001
- -------------
PROMISE TO PAY. Softech, Inc. ("Borrower") promises to pay to Greenleaf Capital,
Inc. ("Lender"), or order, in lawful money of the United States of America, the
principal amount of Three Million &00/100 Dollars ($3,000,000.00) or so much as
may be outstanding, together with interest on the unpaid outstanding principal
balance of each advance. Interest shall be calculated from the date of each
advance until repayment of each advance.
PAYMENT The principal of and interest on this note shall be paid in installments
beginning on the 12th day of each succeeding month under which there is
an outstanding principal amount due until June 12, 2004, at which time
the remaining balance of principal and interest shall be paid in full.
Each installment shall be in an amount equal to a sum that allows for
the principal to be repaid over a 5 year amortization period plus
interest accrued at the above rate on the average outstanding principal
outstanding for the previous 30 day period. The annual interest rate for
this Note is computed on a 365/360 basis; that is, by applying the ratio
of the annual interest rate over a year of 360 days, multiplied by the
outstanding principal balance, multiplied by the actual number of days
the principal balance is outstanding. Borrower will pay Lender at
Lender's address shown above or at such other place as Lender may
designate in writing.
Notwithstanding the above, this Agreement terminates on June 1, 2002 at which
time all monies owed including interest through that date are due and payable
unless specifically extended through written agreement between the parties.
VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from
time to time based on changes in the rate at which Lender borrows from the
Huntington National Bank (the "Huntington Rate"). The rate currently is 8.650%
per annum. The interest rate to be applied to the unpaid principal balance of
this Note will be at a rate of 3.000 percentage points over the Huntington Rate,
resulting in an initial rate of 11.650% per annum. NOTICE: Under no
circumstances will the interest rate on this Note be more than the maximum rate
allowed by applicable law.
PREPAYMENT. Borrower may pay without penalty all or a portion of the amount owed
earlier than it is due. Early payments will not, unless agreed to by Lender in
writing, relieve Borrower of Borrower's obligation to continue to make payments
of accrued unpaid interest. However, early payments will reduce the principal
balance due.
LATE CHARGE. If a payment is 11 days or more late Borrower will be charged
5.000% of the regularly scheduled payment.
INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final
maturity, Lender, at its option, may, if permitted under applicable law,
increase the variable interest rate on this Note to 4.000 percentage points over
the Huntington rate. The interest rate will not exceed the maximum rate
permitted by applicable law.
DEFAULT. Each of the following shall constitute an event of default under this
Note:
PAYMENT DEFAULT. Borrower fails to make any payment when due under
this Note.
OTHER DEFAULTS. Borrower fails to comply with or to perform any other
term, obligation, covenant or condition contained in this Note or in
any of the related documents or to comply with or to perform any term,
obligation, covenant or condition contained in any other agreement
between Lender and Borrower.
FALSE STATEMENTS. Any warranty, representation or statement made or
furnished to Lender by Borrower or on Borrower's behalf under this Note
or the related documents is false or misleading in any material
respect, either now or at the time made or furnished or becomes false
or misleading at any time thereafter.
INSOLVENCY. The dissolution or termination of Borrower's existence as a
going business, the insolvency of Borrower, the appointment of a
receiver for any part of Borrower's property, any assignment for the
benefit of creditors, any type of creditor workout, or the commencement
of any proceeding under any bankruptcy or insolvency laws by or against
Borrower.
CREDITOR OR FORFEITURE PROCEEDINGS. Commencement of foreclosure of
forfeiture proceedings, whether by judicial proceeding, self-help,
repossession or any other method, by any creditor of Borrower or by any
governmental agency against any collateral securing a loan. This
includes a garnishment of any of Borrower's accounts, including deposit
accounts, with Lender. However, this Event of Default shall not apply
if there is a good faith dispute by Borrower as to the validity or
reasonableness of the claim which is the basis of the creditor or
forfeiture proceeding and if Borrower gives Lender written notice of
the creditor or forfeiture proceeding and deposits with Lender monies
or a surety bond for the creditor or forfeiture proceeding, in an
amount determined by Lender, it its sole discretion, as being an
adequate reserve or bond for the dispute.
LENDER'S RIGHTS. Upon default, Lender may declare the entire unpaid principal
balance on this Note and all accrued unpaid interest immediately due, and then
Borrower will pay that amount.
ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect
the loan if Borrower does not pay. Borrower also will pay Lender that amount.
This includes, subject to any limits under applicable law, Lender's reasonable
attorneys' fees and Lender's legal expenses whether or not there is a lawsuit,
including reasonable attorneys' fees and expenses for bankruptcy proceedings
(including efforts to modify or vacate any automatic stay or injunction), and
appeals. If not prohibited by applicable law, Borrower also will pay any court
costs, in addition to all other sums provided by law.
JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial in any
action, proceeding, or counterclaim brought by either Lender or Borrower against
the other.
GOVERNING LAW. This Note will be governed by, construed and enforced in
accordance with federal law and the laws of the State of Michigan. This Note has
been accepted by Lender in the State of Michigan.
DISHONORED ITEM FEE. Borrower will pay a fee to Lender of $15.00 if Borrower
makes a payment on Borrower's loan and the check or preauthorized charge with
which Borrower pays is later dishonored.
LINE OF CREDIT. This Note evidences a straight line of credit. Once the total
amount of principal has been advanced, Borrower is not entitled to further loan
advances. Advances under this Note may be requested orally by Borrower or as
provided in this paragraph. All oral requests shall be confirmed in writing on
the day of the request. All communications, instructions, or directions by
telephone or otherwise to Lender are to be directed to Lender's office shown
above. The following person currently is authorized to request advances and
authorize payments under the line of credit until Lender receives from Borrower,
at Lender's address shown above, written notice of revocation of his or her
authority: Barry Bedford. Borrower agrees to be liable for all sums either: (A)
advanced in accordance with the instructions of an authorized person or (B)
credited to any of Borrower's accounts with Lender. The unpaid principal balance
owing on this Note at any time may be evidenced by endorsements on this Note or
by Lender's internal records, including daily computer print-outs. Lender will
have no obligation to advance funds under this Note if: (A) Borrower or any
guarantor is in default under the terms of this Note or any agreement that
Borrower or any guarantor has with Lender, including any agreement made in
connection with the signing to this Note; (B) Borrower or any guarantor ceases
doing business or is insolvent; (C) Borrower has applied funds provided pursuant
to this Note for purposes other than those authorized by Lender; or (D) Lender
in good faith believes itself insecure.
FINANCIAL STATEMENTS. Borrower agrees to furnish from time to time on the
request of the Lender true and complete financial statements and such other
information as the Lender may reasonably require.
GENERAL PROVISIONS. Lender may delay or forgo enforcing any of its rights or
remedies under this Note without losing them. Borrower, to the extent allowed by
law, waives presentment, demand for payment, and notice of dishonor. Upon any
change in the terms of this Note, and unless otherwise expressly stated in
writing, no party who signs this Note, shall be released from liability. Lender
may renew or extend (repeatedly and for any length of time) this loan or release
any party and take any other action deemed necessary by Lender without the
consent of or notice to anyone. All such parties also agree that Lender may
modify this loan without the consent of or notice to anyone other than the party
with whom the modification is made.
PRIOR TO SIGNING THIS NOTE,BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF
THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO
THE TERMS OF THIS NOTE.
BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.
BORROWER:
Softech, Inc.
By: /s/ Joseph P. Mullaney
--------------------------
Joseph P. Mullaney
Its: Vice President and CFO
--------------------------