Exhibit 10.2
INNOSERV TECHNOLOGIES, INC OVERTON BANK & TRUST, N.A. ACCOUNT #: CFV/JF
0000 XXXXXXX, XXXXX 000 SOUTH ARLINGTON Loan Number 78000411
ARLINGTON, TX 76018 PO BOX 150049 Date: January 12, 1996
ARLINGTON, TX 76015 Maturity Date: January 30,1999
XXXXXXXX'S NAME AND ADDRESS XXXXXX'S NAME AND ADDRESS Loan Amount: $1,500,000.00
"I" includes each borrower "You" means the lender, its Renewal of________________
above, joint and severally. successors and assigns.
For value received, I promise to pay to you, or your order, at your address
listed above the PRINCIPAL sum of ONE MILLION FIVE HUNDRED THOUSAND AND
NO/100****Dollars $1,500,000.00
/XX/ SINGLE ADVANCE: I will receive all of this principal sum on
January 12, 1996. No additional advances are contemplated under this note.
MULTIPLE ADVANCE: The principal sum shown above is the maximum amount of
/ / principal I can borrow under this note. On _________ I will receive the
amount of $____________ and future principal advances are contemplated.
CONDITIONS: The conditions for future advances are___________.
/ / OPEN END CREDIT: You and I agree that I may borrow up to the maximum
amount of principal more than one time. This feature is subject to all
other conditions and expire on _____.
/ / CLOSED END CREDIT: You and I agree that I may borrow up to the maximum
only one time (and subject to all other conditions).
INTEREST: I agree to pay interest on the outstanding principal balance from
Jan. 12, 1996 at the rate of 9.500% per year until FIRST CHANGE DATE.
/XX/ VARIABLE RATE: This rate may then change as stated below.
/X/ INDEX RATE: The future rate will be 1.000% OVER the following index
rate: WALL STREET JOURNAL BASE RATE AS ESTABLISHED BY THE MINIMUM
PRIME LENDING RATE FOR LARGE U.S. MONEY CENTER COMM. XXXXX AS
PUBLISHED IN MONEY RATES SEC. OF W.S.J.
/X/ CEILING RATE: The interest rate ceiling for this note is the - WEEKLY
ceiling rate announced by the Credit Commissioner from time to time.
/X/ FREQUENCY AND TIMING: The rate on this note may change as often as
DAILY. A change in the interest rate will take effect ON THE SAME DAY
/ / LIMITATIONS: During the term of this loan, the applicable annual
interest rate will not be more than ________________% or less than
___%.
25
EFFECT OF VARIABLE RATE: A change in the interest rate will have the
following effect on the payments:
/XX/ The amount of each scheduled payment will change.
/XX/ The amount of the final payment will change.
ACCRUAL METHOD: Interest will be calculated on a ACTUAL/360 basis.
POST MATURITY RATE: I agree to pay interest on the unpaid balance of this note
owing after maturity, and until paid in full, as stated below:
/X/ on the same fixed or variable rate basis in effect before maturity (as
indicated above).
/ / at a rate equal to__________________________.
/ / LATE CHARGE: If a payment is made more than _______ days after it is due,
I agree to pay a late charge of____________.
/XX/ ADDITIONAL CHARGES: In addition to interest, I agree to pay the following
charges which / / are /XX/ are not included in the principal amount
above:_________________________________
PAYMENTS: I agree to pay this note as follows:
/XX/ INTEREST: I agree to pay accrued interest QUARTERLY BEGINNING
APRIL 30, 1996 AND ON JANUARY 30, 1999.
/XX/ PRINCIPAL: I agree to pay the principal $125,000.00 QUARTERLY BEGINNING
APRIL 30, 1996, BALANCE DUE JANUARY 30, 1999
/ / INSTALLMENTS: I agree to pay this note in _____ payments. The first
payment will be in the amount of $_________ and will be due ___________.
A payment of $_______________will be due ____________________ thereafter.
The final payment of the entire unpaid balance of principal and interest
will be due ___________________.
ADDITIONAL TERMS:
SEE SEPARATE SECURITY AGREEMENT DATED SAME
THIS WRITTEN LOAN AGREEMENT
REPRESENTS THE FINAL AGREEMENT PURPOSE: The purpose of this loan
BETWEEN THE PARTIES AND MAY BUSINESS: PROVIDE FUNDS PAY OFF
NOT BE CONTRADICTED BY EVIDENCE BANK OF AMERICA.
OF PRIOR, CONTEMPORANEOUS OR
SUBSEQUENT ORAL AGREEMENTS OF
THE PARTIES. SIGNATURES: I agree to the terms of this
note (including those on Page
2).I have Received a copy on
today's date.
THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN THE PARTIES.
Signature for Lender
INNOSERV TECHNOLOGIES, INC.
/s/ XXXXXX X. VON DER AHE BY: /s/ XXXXXXX X. XXXX
------------------------------- -----------------------------------
XXXXXX X. VON DER AHE XXXXXXX XXXX, PRESIDENT
26
APPLICABLE LAW: The law of the state of Texas will govern this note. Any term
of this note which is contrary to applicable law will not be effective, unless
the law permits you and me to agree to such a variation. If any provision of
this agreement cannot be enforced according to its terms, this fact will not
affect the enforceability of the remainder of this agreement. No modification
of this agreement may be made without your express written consent. Time is of
the essence in this agreement.
PAYMENTS: Each payment I make on this not will first reduce the amount I owe
you for charges which are neither interest nor principal. The remainder of
each payment will then reduce accrued unpaid interest, and then unpaid
principal. If you and I agree to a different application of payments, we will
describe our agreement on this note. I may prepay a part of, or the entire
balance of this loan without penalty, unless we specify to the contrary on this
note. I may prepay a part of, or the entire balance of the loan without
penalty, unless we specify to the contrary on this note. Any partial prepayment
will not excuse or reduce any later scheduled payment until this note is paid in
full (unless, when I make the prepayment, you and I agree in writing to the
contrary)
INTEREST: If I receive the principal in more than one advance, each advance
will start to earn interest only when I receive the advance. The interest rate
in effect on this note at any given time will apply to the entire principal
advanced at that time. Notwithstanding anything to the contrary, I do not agree
to pay and you do not intend to charge any rate of interest that is higher than
the maximum rate of interest you could charge under applicable law for the
extension of credit that is agreed to here (either before or after maturity).
If any notice of interest accrual is sent and is in error, we mutually agree to
correct it, and if you actually collect more interest than allowed by law and
this agreement, you agree to refund it to me.
INDEX RATE: The index will serve only as a device for setting the rate on this
note. You do not guarantee by selecting this index, or the margin, that the
rate on this note will be the same rate you charge on any other loans or class
of loans to me or other borrowers.
ACCRUAL METHOD: The amount of interest that I will pay on this loan will be
calculated using the interest rate and accrual method stated on page 1 of this
note. For the purpose of interest calculation, the accrual method will
determine the number of days in a "year." If no accrual method is stated, then
you may use any reasonable accrual method for calculating interest.
POST MATURITY RATE: For purposes of deciding when the "Post Maturity Rate"
(shown on page 1) applies, the term "maturity" means the date of the last
scheduled payment indicated on page 1 of this note or the date you accelerate
payment on the note, whichever is earlier.
SINGLE ADVANCE LOANS: If this is a single advance loan, you and I expect that
you will make only one advance of principal. However, you may add other amounts
to the principal if you make any payments described in the "PAYMENTS BY LENDER"
paragraph below.
MULTIPLE ADVANCE LOANS: If this is a multiple advance loan, you and I expect
that you will make more than one advance of principal. If this is closed and
credit, repaying a part of the principal will not entitle me to additional
credit.
27
PAYMENT BY LENDER: If you are authorized to pay, on my behalf, charges I am
obligated to pay (such as property insurance premiums), then you may treat those
payments made by you as advances and add them to the unpaid principal under this
note, or you may demand immediate payment of the charges.
SET-OFF: I agree that you may set off any amount due and payable under this
note against any right I have to receive money from you. "Right to receive
money from you" means:
(1) any deposit account balance I have with you;
(2) any money owed to me on an item presented to you or in your possession
for collection or exchange; and
(3) any repurchase agreement or other non deposit obligation.
"Any amount due and payable under this note" means the total amount of which
you are entitled to demand payment under the terms of this note at the time you
set off. This total includes any balance the due date for which you properly
accelerate under this note.
If my right to receive money from you is also owned by someone who has not
agreed to pay this note, your right of set-off will apply to my interest in the
obligation and to any other amounts I could withdraw on my sole request or
endorsement. Your right of set-off does not apply to an account or other
obligation where my rights are only as a representative. It also does not apply
to any Individual Retirement Account or other tax-deferred retirement account.
You will not be liable for the dishonor of any check when the dishonor occurs
because you set off this debt against any of my accounts. I agree to hold you
harmless from any such claims arising as a result of your exercise of your right
of set-off.
REAL ESTATE OR RESIDENCE SECURITY: If this note is secured by real estate or
a residence that is personal property, the existence of a default and your
remedies for such a default will be determined by applicable law, by the terms
of any separate instrument creating the security interest and, to the extent not
prohibited by the law and not contrary to the terms of the separate security
instrument, by the "Default" and "Remedies" paragraph herein.
DEFAULT: I will be in default on this loan and any agreement securing this loan
if any one or more of the following occurs:
(1) I fail to perform any obligation which I have undertaken in this note or
any agreement securing this note; or
**(2) you, in good faith, believe that the prospect of payment or the prospect
of my performance of any other of my obligations under this note or any
agreement securing this note is implied.
If any of us are in default on this note or any security agreement, you may
exercise your remedies against any or all of us.
REMEDIES: If I am in default on this note you have, but are not limited to the
following remedies:
(1) You may demand immediate payment of my debt under this note (principal,
accrued unpaid interest and other accrued charges).
(2) You may set off this debt against any right I have to the payment of
money from you, subject to the terms of the "Set-Off" paragraph herein.
(3) You may demand security, additional security, or additional parties to
be obligated to pay this note as a condition for not using any other
remedy.
28
(4) You may refuse to make advances to me or allow purchases on credit by
me.
(5) You may use any remedy you have under state or federal law.
By selecting any one or more of these remedies you do not give up your right
to later use any other remedy. By waiving you right to declare an event to be a
default, you do not waive your right to later consider the event as a default if
it continues or happens again.
COLLECTION COSTS AND ATTORNEY'S FEES: I agree to pay all costs of collection,
replevin or any other similar type of cost if I am in default. In addition, if
you hire an attorney to collect this note, I also agree to pay any fee you incur
with such attorney plus court costs (except where prohibited by law). To the
extent permitted by the United States Bankruptcy Code, I also agree to pay the
reasonable attorney's fees and costs you incur to collect this debt as awarded
by any court exercising jurisdiction under the Bankruptcy Code.
WAIVER: I give up my rights to require you to do certain things. I will not
require you to:
(1) demand payment of amounts due (presentment);
(2) obtain official certification of nonpayment (protest);
(3) give notice that amounts due have not been paid (notice of dishonor);
(4) give notice of intent to accelerate; or
(5) give notice of acceleration.
OBLIGATIONS INDEPENDENT: I understand that I must pay this note even if someone
else has also agreed to pay it (by, for example, signing this form or a separate
guarantee or endorsement). You may sue me alone, or anyone else who is
obligated on this note, or any number of us together, to collect this note. You
may without notice release any party to this agreement without releasing any
other party. If you give up any of your rights, with or without notice, it will
not affect my duty to pay this note. Any extension of new credit to any of us,
or renewal of this note by all or less than all of us will not release me from
my duty to pay it. (Of course, you are entitled to only one payment in full.)
I agree that you may at your option extend this note or the debt represented by
this note, or any portion of the note or debt, from time to time without limit
or notice and for any term without affecting my liability for payment of the
note. I will not assign my obligation under this agreement without your prior
written approval.
CREDIT INFORMATION: I agree and authorize you to obtain credit information
about me from time to time (for example, by requesting a credit report) and to
report to others your credit experience with me (such as a credit reporting
agency). I agree to provide you, upon request, any financial statement or
information you may deem necessary. I warrant that the financial statements and
information I provide to you are or will be accurate, correct and complete.
NOTICE: Unless otherwise required by law, any notice to me shall be given by
delivering it or by mailing it by first class mail addressed to me at my last
known address. My current address is on page 1. I agree to inform you in
writing of any change in my address. I will give any notice to you by mailing
it first class to your address stated on page 1 of this agreement, or to any
other address that you have designated.
29
**(2) you, after due inquiry and ten days' opportunity to cure following prior
written notice to me by you of the basis of your good faith belief, in good
faith, believe that the prospect of payment or the prospect of my performance of
any other of my obligations under this note or any agreement securing this note
impaired.
30
