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EXHIBIT 10.1 Commercial Promissory Note

Promissory Note

EXHIBIT 10.1 Commercial Promissory Note
 | Document Parties: COMPUTER SOFTWARE INNOVATIONS INC | RBC CENTURA BANK You are currently viewing:
This Promissory Note involves

COMPUTER SOFTWARE INNOVATIONS INC | RBC CENTURA BANK

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Title: EXHIBIT 10.1 Commercial Promissory Note
Governing Law: South Carolina     Date: 2/15/2007

EXHIBIT 10.1 Commercial Promissory Note
, Parties: computer software innovations inc , rbc centura bank
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EXHIBIT 10.1

 

 

 

 

RBC Centura

 

Commercial Promissory Note
(SD-L&S)

 

 

 

 

$486,000.00

 

Greenville, South Carolina

 

 

February 9, 2007

Original Loan

 

 

FOR VALUE RECEIVED, the undersigned (whether one or more, “Borrower”) promises to pay to RBC CENTURA BANK (“Bank”), or order, the sum of Four Hundred Eighty-Six Thousand and No/100 Dollars ($486,000.00), or so much thereof as shall have been disbursed from time to time and remains unpaid, together with interest at the rate and payable in the manner hereinafter stated. Principal and interest shall be payable at any banking office of Bank in the city or town indicated above, or such other place as the holder of this Note may designate.

Article I. Interest Rate.

Section 1.1. Rate of Accrual . Interest will accrue on the unpaid principal balance at the rate set forth in Section 1.2.1. until maturity of this Note, whether such maturity occurs by acceleration or on the Maturity Date. Interest will accrue on any unpaid balance owing under this Note, whether principal, interest, fees, premiums, charges or costs and expenses, after maturity at the rate set forth in Section 1.2.2. All accrual rates of interest under this Note will be contract rates of interest, whether a pre-default rate or a default rate, and references to contract rates in any loan documents executed and delivered by Borrower or others to Bank in connection with this Note shall be to such contract rates.

Section 1.2. Interest Rates .

1.2.1. Pre-Default Rate . Subject to the provisions of Section 1.2.2. below, interest payable on this Note per annum will accrue at the fixed rate of seven and eighty-five one hundredths percent (7.85%)

1.2.2. Default Rate . Upon the nonpayment of any payment of interest described herein, Bank, at its option and without accelerating this Note, may accrue interest on such unpaid interest at a rate per annum (“Default Rate”) equal to the lesser (i) of the maximum rate of interest that may be charged to and collected on commercial loans without violating applicable law or (ii) five percent (5.0%) plus the pre-default interest rate otherwise applicable hereunder, as set forth in Section 1.2.1 . After maturity of this Note, whether by acceleration or otherwise, interest will accrue on the unpaid principal of this Note, any accrued but unpaid interest and all fees, premiums, charges and costs and expenses owing hereunder at the Default Rate until this Note is paid in full, whether this Note is paid in full pre-judgment or post-judgment.

1.2.3. Calculation of Interest . All interest payable under this Note shall accrue daily on the basis of the actual number of days elapsed and a year of three hundred sixty (360) days. In computing the number of days during which interest accrues, the day on which funds are initially advanced shall be included regardless of the time of day such advance is made, and the day on which funds are repaid shall be included unless repayment is credited prior to close of business. Payments in federal funds, immediately available in the place designated for payment, received by Bank prior to 2:00 p.m. local time at said place of payment, shall be credited as if received prior to close of business on the day the funds are immediately available; while other payments, at the option of Bank, may not be credited until such payments are immediately available to Bank, in federal funds, in the place designated for payment, prior to 2:00 p.m. local time at said place of payment on a day on which Bank is open for business.


Article II. Payment Terms.

Section 2.1. Interest Payment Terms . Payments under this Note include an interest component and a principal component. The interest component shall be payable with principal and the payment set forth in Section 2.2 below includes both principal and interest.

Section 2.2. Principal Payment Terms; Maturity Date . Principal and interest shall be payable in thirty five (35) equal consecutive monthly payments, based on a fifteen (15) year amortization, commencing on March 9, 2007, and continuing on the same day of each calendar month thereafter until January 9, 2010, with a final, thirty six (36 th ) payment due on February 9, 2010 (herein referred to as the “Maturity Date”), which final payment shall be equal to the entire balance of principal, interest, fees, premiums, charges and costs and expenses then outstanding on this Note.

Section 2.3. Prepayment . This Note may be prepaid in whole or in part at any time without penalty.

Section 2.4. Application of Payments . All payments made on this Note shall be applied first to payment of all late fees, charges, premiums and costs and expenses due but unpaid under this Note, then to accrued but unpaid interest and finally to principal, in the inverse order of the payment dates therefor, unless Bank determines in its sole discretion to apply payments in a different order or applicable law requires a different application of payments. The partial prepayment of this Note, if permitted, shall not result in a payment holiday or any other deferral of any regularly scheduled payments under this Note, all of which shall be made as and when the same are scheduled to be paid.

Article III. Loan Agreement and Security.

Section 3.1. Loan Agreement . Borrower and Bank entered into an amended and restated loan and security agreement dated January 2, 2007 (“Amended and Restated Loan and Security Agreement”). Borrower shall perform and abide by, as and when so required, each and all of the covenants, terms and conditions imposed upon or applicable to Borrower in the Amended and Restated Loan and Security Agreement and all security documents and other agreements referenced therein. This Note shall be subject to the terms and conditions of such Amended and Restated Loan and Security Agreement, and if any terms or conditions of these two agreements conflict, the terms and conditions of the Amended and Restated Loan and Security Agreement shall prevail.

Section 3.2. Security Documents . This Note is secured by (1) the Amended and Restated Loan and Security Agreement, (2) the security documents and other supporting obligations identified in the Amended and Restated Loan and Security Agreement, (3) the security documents and other supporting obligations which reference that they secure this Note or the Amended and Restated Loan and Security Agreement, (4) any security documents and other supporting obligations which reference that they secure all indebtedness or other obligations owing from time to time by Borrower to Bank, and (5) any security documents and other supporting obligations which reference that they secure all indebtedness from time to time owing from Borrower to Bank other than consumer credit as defined under the Federal Reserve Board’s Regulation Z (Truth-in-Lending) (12 CFR 226 et seq.) (“security documents”).

Article IV. Default and Acceleration.

Section 4.1. Late Charges and Expenses . Borrower agrees to pay, upon demand by Bank or if demand is not sooner made, on maturity of this Note, whether such maturity occurs by acceleration or on the Maturity Date, for each payment past due for fifteen (15) or more calendar days, a late charge in an amount equal to the lesser of (1) four percent (4%) of the amount of the payment past due or (2) the maximum percentage of the payment past due permitted by applicable law, or the maximum amount if not expressed as a percentage. If this Note is not paid in full whenever it becomes due and payable, Borrower agrees to pay all costs and expenses of collection, including reasonable attorneys’ fees. Borrower hereby stipulates that reasonable attorneys’ fees shall be fifteen percent (15%) of the outstanding balance (principal, interest, fees, premiums, charges and costs and expenses) owing under this Note after default and referral to an attorney not a salaried employee of Bank.



 
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