Exhibit
10.2
PROMISSORY NOTE
(Revolving Line
of Credit)
March 25,
2009
Borrower:
Softech, Inc.
Lender:
Greenleaf Capital,
Inc.
59 Composite
Way
100 W. Michigan
Avenue
Suite 401
Suite 300
Lowell MA.
01851
Kalamazoo, MI
49007
Date
:
March 25, 2009
Principal
Amount :
$3,000,000.00
Interest
Rate :
Prime Rate plus 2.25%
This Promissory Note
(Revolving Line of Credit) replaces and supersedes the Promissory
Note (Revolving Line of Credit), dated September 15, 2000, and all
subsequent amendments thereto.
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
. Borrower shall
make monthly installment payments, beginning on April 7, 2009, and
continuing on the 7 th day of each succeeding month
under which there is an outstanding principal amount due, until
March 31, 2010, at which time the remaining balance of principal
and interest shall be paid in full. Each installment payment
shall be in an amount not less than the interest due for the
preceding period. Any additional amount paid by Borrower
shall be applied to principal. 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 shall terminate on March 31, 2010, 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 based on
changes in the Prime Rate published from time to time in the Wall
Street Journal (the “Prime Rate”). The interest
rate to be applied to the unpaid principal balance of this Note
will be at a rate of 2.25 percentage points over the Prime Rate.
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 and during any period of 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 Prime 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
material term, obligation, covenant or condition contained in this
Note or in any of the related documents or to comply with or to
perform any material 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
