Demand Note - First NH Bank and Omtool Ltd.
DEMAND NOTE
$1,000,000.00 Salem, New Hampshire
August 30, 1996
1. Promise to Pay.
In the manner hereinafter specified, the undersigned, ("Maker"),
unconditionally promises to pay ON DEMAND to the order of First NH Bank (along
with its successors and assigns referred to as "Bank"), the principal sum of ONE
MILLION DOLLARS ($1,000,000.00) together with interest thereon at the Applicable
Interest Rate (defined below) from the date hereof until payment in full
(computed on the basis of the actual number of days elapsed over a year of 360
days).
2. Interest Rate and Payments of Interest and Principal.
2.1 Applicable Interest Rate:
The Applicable Interest Rate shall be equal to one-half
percent (.5%) per annum ("Increment") above the following
Index: lowest Wall Street Journal Prime Rate, so-called, as
adjusted from time to time. For purposes of calculating the
Applicable Interest Rate hereunder, the "Wall Street Journal
Prime Rate" shall mean the prime rate (the base rate on
corporate loans at large U.S. money center commercial banks)
as published in the Money Rates section of the Wall Street
Journal or other equivalent publication if the Wall Street
Journal no longer publishes such information (if more than one
such prime rate is published on any given day, the lowest of
such published rates shall be the Wall Street Journal Prime
Rate for purposes of this Note) ("Index"). If the Index shall
cease to exist, Bank may set the Applicable Interest Rate by
using a different increment and comparable
2.2 The Applicable Interest Rate shall adjust each time and as of
the time that the Index changes without notice to Maker each time the Index
changes.
2.3 Interest on the outstanding principal shall be due and payable
monthly, commencing on September 30, 1996 and continuing on the same date of
each month thereafter.
3. Application of Payments and Prepayment.
Prepayment. Maker may prepay the principal balance prior to
maturity in accordance with the following terms:
at any time without penalty.
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All payments by Maker hereunder shall be applied first to outstanding late and
other charges, then to accrued interest, the balance to prepaying of Principal.
No prepayment of less than the full unpaid balance shall relieve Maker of his
obligation to pay the next interest payment due thereunder.
4. Late Payment.
Maker shall pay to the Bank a late charge of five percent (5%) of
any installment not received by the Bank within ten (10) days after such
installment is due.
5. Set-Off.
Maker grants Bank the right of set off against and a security interest in
all deposits and other property of Maker which are maintained with Bank.
6. Demand Obligation.
This Note is A DEMAND OBLIGATION. Accordingly, Bank may demand payment of
all outstanding principal and interest at any time.
7. Waivers.
Maker and all sureties, endorsers and guarantors of this Note hereby
waive demand, presentment of payment, notice of nonpayment, protest, notice of
protest and all other notice, filing of suit and diligence in collecting this
Note, and agree to pay all costs of collection when incurred including court
costs, (including bankruptcy and probate proceedings) attorney's fees together
with interest thereon at the Applicable Interest Rate. Interest at the
Applicable Interest Rate or the rate of interest on judgment as prescribed by
New Hampshire RSA 336:1, whichever is greater, shall be deemed to continue to
accrue at said rate from the making of demand thereunder until this Note is paid
in full.
8. General Provisions.
No delay or omission on the part of the Bank in exercising any right
hereunder shall operate as a waiver of such right, or of any other right of the
Bank, nor shall any delay, omission or waiver on any one occasion be deemed a
bar to or waiver of the same or any other right on any future occasion. This
Note is fully negotiable. In the event any payment received by Bank shall be
deemed to have been a voidable preference or fraudulent conveyance then the
obligations of the undersigned shall survive and shall not be discharged by said
payment notwithstanding return to Maker of this original Note. This Note shall
be governed by the laws of the State of New Hampshire. The obligations of the
undersigned, if more than one, shall be joint and several. The unenforceability
of any provision herein shall not effect the enforceability of any other
provision herein. This Note shall inure to the benefit of and be binding upon
the successors and assigns of Bank and Maker. This Note shall have the effect of
an instrument executed under seal. This Note shall continue in full force and
effect until all Liabilities are satisfied in full and
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Bank is no longer obligated to make advances to Maker, even if the amount of the
Liabilities at any time is zero.
WITNESS: Omtool, Ltd. - MAKER
___________________________________ By: ___________________________________
Address: ______________________________
________________________________________
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DISBURSEMENT AUTHORIZATION
LENDER: FIRST NH BANK
875 Elm Street
Manchester, New Hampshire 03101
BORROWER: Omtool, Ltd.
LOAN: $250,000.00 Commercial Term Note
CLOSING DATE: August 30, 1996
Name of Payee and Purpose Amount
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1. To Sheehan Phinney Bass + Green, Professional
Association for closing costs, as follows:
Research Connection:
UCC search for Delaware and New 98.75
Hampshire
Certificates of Good standing for
Delaware and New Hampshire
Recording Fees: 89.32
UCC-1s/New Hampshire 59.32
UCC-1s/Delaware 30.00
Travel: 18.60
Facsimile Fees: 16.00
Legal: 1,500.00
Telecommunication/Photocopy: 63.00
2. First NH Bank 5,000.00
Total Disbursements: $6,785.67
Amount due from BORROWER: $10,785.67
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BORROWER: OMTOOL, LTD.
_______________________________ By:________________________________
Witness Its: