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 statem
