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Exhibit 10.54
REVOLVING NOTE
$2,000,000
___________, _______
February 24, 2004
FOR VALUE RECEIVED, the undersigned, DALEEN TECHNOLOGIES, INC.,
a
Delaware corporation and each of the
subsidiaries who are now or hereafter
parties to this Note (collectively,
"Borrower") jointly and severally promise to
pay to the order of SILICON VALLEY BANK, a
California-chartered bank ("Bank"),
at such place as the holder hereof may
designate, in lawful money of the United
States of America, the aggregate unpaid
principal amount of all advances
("Advances") made by Bank to Borrower in
accordance with the terms and
conditions of the Export-Import Bank Loan
and Security Agreement between
Borrower and Bank of even date herewith (as
amended from time to time, the "Loan
Agreement"), up to a maximum principal
amount of Two Million Dollars
($2,000,000) ("Principal Sum"), or so much
thereof as may be advanced or
readvanced from time to time, and remains
unpaid. Borrower may request Advances
under this Note in accordance with the Loan
Agreement. The unpaid Principal Sum,
together with interest thereon at the rate
or rates provided in the Loan
Agreement, shall be payable as set forth in
the Loan Agreement.2
This Note is one of the Loan Documents described in the Loan
Agreement,
to which reference is hereby made for a
more complete statement of the terms and
conditions under which the loans and
Advances evidenced hereby are made. This
Note is secured as provided in the Loan
Agreement. All capitalized terms used
herein and not otherwise defined shall have
the meanings given to such terms in
the Loan Agreement.
Borrower irrevocably waives the right to direct the application of
any
and all payments at any time hereafter
received by Bank from or on behalf of
Borrower and Borrower irrevocably agrees
that Bank shall have the continuing
exclusive right to apply any and all such
payments against the then due and
owing obligations of Borrower as Bank may
deem advisable. In the absence of a
specific determination by Bank with respect
thereto, all payments shall be
applied in the following order: (a) then
due and payable fees and expenses; (b)
then due and payable interest payments and
mandatory prepayments; and (c) then
due and payable principal payments.
Bank is hereby authorized by Borrower to endorse on Bank's books
and
records each Advance made by Bank under
this Note and the amount of each payment
or prepayment of principal of each such
Advance received by Bank; it being
understood, however, that failure to make
any such endorsement (or any error in
notation) shall not affect the obligations
of Borrower with respect to Advances
made hereunder, and payments of principal
by Borrower shall be credited to
Borrower notwithstanding the failure to
make a notation (or any errors in
notation) thereof on such books and
records.
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The occurrence of any one or more of the following events
shall constitute an event of default
(individually, an "Event of Default" and
collectively, the "Events of Default")
under the terms of this Note:
(a) The failure of Borrower to pay to Bank wh
