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Exhibit 10.32
PROMISSORY NOTE
(REVOLVING NOTE)
$2,500,000.00 June 23, 1999
New York, New York
FOR VALUE RECEIVED, the undersigned, CAMINUS LLC, a Delaware
corporation (the "Company"), hereby promises to pay to the order of FLEET BANK,
N.A. (the "Lender"), for the account of its respective Applicable Lending
Offices provided for in the Credit Agreement referred to below, at the principal
office of Fleet Bank, N.A., at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇, the principal sum of TWO MILLION FIVE HUNDRED THOUSAND AND 00/100 Dollars
(or such lesser amount as shall equal the aggregate unpaid principal amount of
the Revolving Loans made by the Lender to the Company under the Credit
Agreement), in lawful money of the United States of America and in immediately
available funds, on the dates and in the principal amounts provided in the
Credit Agreement, and to pay interest on the unpaid principal amount of each
such Revolving Loan, at such office, in like money and funds, for the period
commencing on the date of such Revolving Loan until such Revolving Loan shall be
paid in full, at the rates per annum and on the dates provided in the Credit
Agreement.
The Lender is hereby authorized to record the date, Type and amount of
each Revolving Loan made by the Lender, each continuation thereof, each
conversion of all or a portion thereof to another Type, the date and amount of
each payment or prepayment of principal thereof and, in the case of Eurodollar
Loans, the length of each Interest Period and Eurodollar Rate with respect
thereto, on its internal books and records and/or on the schedule annexed to and
constituting a part of this Note, and any such recordation on such schedule
shall constitute prima facie evidence of the accuracy of the information so
recorded; provided that the failure by the Lender to make any such recordation
shall not affect the obligations of the Company under this Note or the Credit
Agreement referred to below.
This Note is the Revolving Note referred to in the Credit Agreement,
dated as of June 23, 1999 (as amended, restated, supplemented or otherwise
modified from time to time, the "Credit Agreement"), between the Company and the
Lender, and evidences the Revolving Loans made by the Lender thereunder.
Capitalized terms used herein which are not otherwise defined herein shall have
the meanings ascribed to such terms in the Credit Agreement. This Note is
subject to all of the terms and conditions of the Credit Agreement and the
holder hereof is entitled to all of the benefits thereunder, including without
limitation the election of the jurisdiction(s) and venue(s) in which the Lender
may enforce this Note.
Upon the occurrence of any one or more of the Events of Default
specified in the Credit Agreement, all amounts then remaining unpaid on this
Note shall become, or may be declared to be, immediately due and payable, all as
provided therein. Further, any payment of principal or interest not paid on the
due dates shall be subject to a "late charge", "late fee" and/or the "Default
Rate" as provided in the Credit Agreement.
The undersigned hereby waives presentment, demand for payment, notice
of dishonor, and any and all other notices or demands in connection with the
delivery, acceptance, performance, default or enforcement of this Note.
Except as permitted under the Credit Agreement, this Note may not be
assigned by the Lender or the Company to any Person.
The obligations of the Company to make payments when due of any amount
owing under this Note are entitled to the benefits of the guarantees, collateral
security and other rights
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provided for in the Loan Documents.
THIS NOTE SHALL BE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY CHOICE OF LAW
RULES WHICH WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION.
IN WITNESS WHEREOF, the undersigned has caused this Note to be executed
by its officer being duly authorized, as of the date first above written.
CAMINUS LLC
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Chief Financial Officer
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SCHEDULE OF WORKING CAPITAL LOANS
This Note evidences Working Capital Loans made, Continued or Converted
under the within-described Credit Agreement to the Company, on the dates, in the
principal amounts, of the Types, bearing interest at the rates and having
Interest Periods (if applicable) of the durations set forth below, subject to
the payments, Continuations, Conversions and prepayments of principal set forth
below:
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Date Made, Principal Duration of Prepaid, Unpaid
Continued or Amount of Type of Interest Interest Continued or Principal Notation
Converted Loan Loan Rate Period Converted Amount Made By
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