Grid Promissory Note - Manhattan Associates LLC and Alan J. Dabbiere
GRID PROMISSORY NOTE
DECEMBER 31, 1995
FOR VALUE RECEIVED, the undersigned, MANHATTAN ASSOCIATES, L.L.C., a
Georgia limited liability company (the ""Borrower"), promises to pay to the
order of ALAN J. DABBIERE (the "Holder"), at 2300 Windy Ridge Parkway, Suite
700, Atlanta, Georgia 30339 (or at such other place as the Holder may designate
in writing to the Borrower), the lawful money of the United States of America,
such principal sum as may hereafter be disbursed hereunder, together with
interest on so much thereof as is from time to time outstanding and unpaid, from
the date of each advance of principal at a rate of interest as hereinafter
provided.
The Borrower shall be entitled to borrow funds hereunder from time to
time as the Holder in its sole discretion may permit.
The Borrower promises to pay interest on the unpaid principal amount
outstanding hereunder (the "Loan"), at 5.0% per annum.
The Borrower hereby authorizes the Holder to endorse on the Schedule
annexed to this Note all advances of funds made to the Borrower and all payments
of principal amounts in respect of the Loan, which endorsements shall, in the
absence of manifest error, be conclusive as to the outstanding principal amount
of the Loan; provided, however, that the failure to make such notation with
respect to any Loan or payment shall not limit or otherwise affect the
obligations of the Borrower under this Note.
This Note may be prepaid without penalty, in whole or in part, at any
time and from time to time. Any such prepayment shall be applied first to
accrued unpaid interest and thereafter to principal.
The entire principal and interest hereunder shall, at the option of the
Holder, become immediately due and payable upon 5 days prior notice to the
Borrower.
This Note shall be deemed to be made pursuant to the laws of the State
of Georgia. Any action, suit or proceeding arising out of the subject matter of
this Note shall be brought in the Superior Court of Fulton County, Atlanta,
Georgia, or the United States District Court for the North District of Georgia,
Atlanta Division, and the parties hereby consent to the jurisdiction of and
venue in such courts.
IN WITNESS WHEREOF, the undersigned has caused this Note to be executed
and delivered by its duly authorized officers.
MANHATTAN ASSOCIATES, L.L.C.,
a Georgia limited liability company
By: /s/ Alan J. Dabbiere
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Alan J. Dabbiere, Chairman of the Board,
Chief Executive Officer and President