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Demand Note

 

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Title:

Demand Note

Entities:

PNC Bank, NA; Safeguard Scientifics, Inc.; Tangram Enterprise Solutions Inc.; Safeguard Delaware, Inc.; Safeguard Scientifics, Inc.; Tangram Enterprise Solutions Inc.

Date:

2003

Size:

14KB total

Price:

$35

ID:

#192585

 

 

► Financing ► Notes ► Demand Notes
► Financial
► Technology ► Computer Peripherals

 

 

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DEMAND NOTE

 

$650,000

 

Cary, North Carolina

   

February 13, 2003

 

FOR VALUE RECEIVED, Tangram Enterprise Solutions, Inc., a Pennsylvania corporation (the Borrower), having an office at 11000 Regency Parkway, Suite 301, Cary, North Carolina 27511-8504, hereby promises to pay to the order of Safeguard Delaware, Inc. (the Lender), at the Lenders address located at c/o Safeguard Scientifics, Inc., 800 The Safeguard Building, 435 Devon Park Drive, Wayne, PA 19087 or at such other place in the continental United States as the Lender may designate in writing, in lawful money of the United States, and in immediately available funds, the principal sum of Six Hundred Fifty Thousand Dollars ($650,000), together with interest accruing on the outstanding principal balance from the date hereof, as provided below:

 

        1. Note Exchange. This Note together with that certain Revolving Note dated the date hereof made by Borrower in favor of Lender is being issued in replacement of that certain Second Amended Revolving Note, originally dated September 11, 1997 as amended by the First Amendment dated as of February 20, 2001, made by the Borrower in favor of Safeguard Scientifics, Inc., as assigned to the Lender (the Original Note). The indebtedness evidenced by the Original Note (the Original Indebtedness) is continuing indebtedness of the Borrower and all such outstanding Original Indebtedness is hereby transferred to, and deemed to be outstanding under, this Note, and the Original Note shall be deemed to have been cancelled as of the date of this Note.

 

        2. Rate of Interest. The amount outstanding under this Note will bear interest at a rate equal to the announced prime rate of PNC Bank, N.A. (the Prime Rate) plus one percent (1%). Interest will be calculated on the basis of a year of 360 days for the actual number of days in each interest period.

 

        3. Payment Terms. Accrued interest on this Note shall be due and payable by the Borrower quarterly in arrears on the first business day of January, April, July and October of each year.

 

        All outstanding principal and accrued but unpaid interest on this Note shall be due and payable upon the earlier to occur of the date (the Maturity Date): (i) six months after the date of demand by Lender, which demand shall not occur early then one (1) year from the date of this Note or (ii) on which the acquisition of the Borrower by an unaffiliated third party, other than Safeguard Scientifics, Inc., or any of its wholly-owned subsidiaries, in a bona fide change of control transaction (i.e. not a recapitalization or reincorporation for the purpose of changing corporate domicile or other similar transaction) is consummated, regardless of the form of the transaction (e.g., merger, consolidation, sale of assets or sale of stock). In addition, upon the closing of a sale of debt or equity securities by the Borrower to any third party, the Borrower shall apply the proceeds (net of underwriting discounts and commissions) in excess of $2,500,000 first to the repayment of the then outstanding obligations under that certain Revolving Note, dated February 13, 2003 made by Borrower in favor of Safeguard Delaware, Inc. (Revolving Note) and then to the repayment of the then outstanding obligations under this Note.

 

        Any payments, except payments made on demand of Lender, on this Note shall be made prorata to that certain Note, dated as of the date hereof made by Borrower in favor of TBBH Investments Europe AG (TBBH). Payments to be made on demand of Lender shall be prorata only to the extent TBBH has also demanded payment. Borrower shall notify TBBH of Lenders demand for payment.


 

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