EXHIBIT 10.41
PROMISSORY NOTE
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BORROWER: SEDONA CORPORATION
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LENDER: OAK HARBOR INVESTMENT PROPERTIES, L.L.C.
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PROMISSORY NOTE
PRINCIPAL AMOUNT: $600,000.00
INTEREST RATE: 7%
DATE OF NOTE: JANUARY 13, 2003
PROMISE TO PAY. Sedona Corporation, a Pennsylvania corporation
with its principal place of business at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇
▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("Borrower") promises to pay to the order of Oak
Harbor Investment Properties, L.L.C. ("Lender"), in lawful money of the United
States of America the sum of Six Hundred Thousand and NO/100 Dollars (U.S.
$600,000.00), together with simple interest at the rate of 7% per annum assessed
on the unpaid principal balance of this Note as outstanding from time to time,
commencing on January 13, 2003 and continuing until this Note is paid in full.
PAYMENT. Borrower will pay one installment of all accrued but
unpaid interest and all unpaid principal, which payment shall be due and payable
on January 7, 2004. Unless otherwise agreed or required by applicable law,
payments will be applied first to accrued unpaid interest, then to principal,
and any remaining amount to any unpaid collection costs and late charges. The
annual interest rate for this Note is computed on a 365/360 basis; that is, by
applying the ratio of the annual interest rate over a year of 360 days,
multiplied by the outstanding principal balance, multiplied by the actual number
of days the principal balance is outstanding. Borrower will pay Lender at
Lender's address shown above or at such other place as Lender may designate in
writing.
TERM EXTENSION. As long as the Company is not otherwise in
default, the Company may at its option extend the loan for three (3) successive
one-(1) year periods by reducing the principal amount of the loan by 25% of the
original loan amount and pay current all unpaid interest.\
PREPAYMENT. Borrower may prepay this Note in full at any time
by paying the then unpaid principal balance of this Note, plus accrued simple
interest and any unpaid late charges through date of prepayment. If Borrower
prepays this Note in full, or if Lender accelerates payment, Borrower
understands that, unless otherwise required by law, any prepaid fees or charges
will not be subject to rebate and will be earned by Lender at this time this
Note is signed. Early payments will not, unless agreed to by Lender in writing,
relieve Borrower of Borrower's obligation to continue to make payments under the
payment schedule. Rather, early payments will reduce the principal balance due.
Borrower agrees not to send Lender payments marked "paid in full," "without
recourse," or similar language. If Borrower sends such a payment, Lender may
accept it without losing any of Lender's rights under this Note, and Borrower
will remain obligated to pay any further amount owed to Lender. All written
communications concerning disputed amounts, including any check or other payment
instrument that indicates that the payment constitutes "payment in full" of the
amount owed or that is tendered with other conditions or limitations or as full
satisfaction of a disputed amount must be mailed or delivered to: Oak Harbor
Investment Properties, L.L.C., ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇-▇, ▇▇▇▇▇ ▇▇▇▇▇,
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LATE CHARGE. If Borrower fails to pay any payment under this
Note in full within 10 days of when due, Borrower agrees to pay Lender a late
payment fee in an amount equal to 5.000% of the unpaid amount of interest and
principal then due and owing under this Note. Late charges will not be assessed
following declaration of default and acceleration of the maturity of this Note.
INTEREST AFTER DEFAULT. Upon default, including failure to pay
upon final maturity, the total sum due under this Note will bear interest from
the date of acceleration or maturity at the interest rate on this Note plus 3%,
but not to exceed 18%. The interest rate will not exceed the maximum rate
permitted by applicable law.
DEFAULT. Each of the following shall constitute an event of
default ("Event of Default") under this Note:
(1) PAYMENT DEFAULT. Borrower fails to make any payment when due under this
Note.
(2) DEFAULT UNDER SECURITY AGREEMENTS. Should Borrower violate, or fail to
comply fully with any of the terms and conditions of, or default under
any security right, instrument, document, or agreement directly or
indirectly securing repayment of this Note.
(3) OTHER DEFAULTS IN FAVOR OF LENDER. Should Borrower default under any
other loan, extension of credit, security right, instrument, document,
or agreement, or obligation in favor of Lender including, but not
limited to, the Working Capital Financing agreement by and between
Borrower and Lender dated January 13, 2003.
(4) READJUSTMENT OF OBLIGATIONS. Should proceedings for readjustment of
indebtedness, reorganization, bankruptcy, composition or extension
under any insolvency law be brought by or against Borrower.
(5) ASSIGNMENT FOR BENEFIT OF CREDITORS. Should Borrower file proceedings
for a respite or make a general assignment for the benefit of
creditors.
(6) RECEIVERSHIP. Should a receiver of all or any part of Borrower's
property, be applied or appointed.
(7) DISSOLUTION PROCEEDINGS. Should proceedings for the dissolution or
appointment of a liquidator of Borrower be commenced.
(8) FALSE STATEMENTS. Should any warranty, representation or statement made
or furnished to Lender by Borrower or on Borrower's behalf related
documents be false or misleading in any material respect, either now or
at the time made or furnished or becomes false or misleading at any
time thereafter.
(9) MATERIAL ADVERSE CHANGE. Should any material adverse change occur in
the financial condition of Borrower or should any material discrepancy
exist between the financial statements submitted by Borrower and the
actual financial condition of Borrower or such guarantor.
LENDER'S RIGHTS UPON DEFAULT. Should any one or more default
events occur or exist under this Note as provided above, Lender shall have the
right, at Lender's sole option, to declare formally this Note to be in default
and to accelerate the maturity and insist upon immediate payment in full of the
unpaid principal balance then outstanding under this Note, plus accrued
interest, together with reasonable attorneys' fees, costs, expenses and other
fees and charges as provided herein. Lender shall have the further right, again
at Lender's sole option, to declare formal default and to accelerate the
maturity and to insist upon immediate payment in full of each and every other
loan, extension of credit, debt, liability and/or obligation of every nature and
kind that Borrower may then owe to Lender, whether direct or indirect or by way
of assignment, and whether absolute or contingent, liquidated or unliquidated,
voluntary or involuntary, determined or undetermined, secured or unsecured,
whether Borrower is obligated alone or with others on a "solidary" or "joint and
several" basis, as a principal obligor or otherwise, all without further notice
or demand, unless Lender shall otherwise elect.
ATTORNEY'S FEES; EXPENSES. If Lender refers this Note to an
attorney for collection, or files suit against Borrower to collect this Note, or
if Borrower files for Bankruptcy or other relief from creditors, Borrower agrees
to pay Lender's reasonable attorneys' fees.
GOVERNING LAW. This Note will be governed by, construed and
enforced in accordance with federal law and the laws of the State of Louisiana
without giving effect to any principles of choice of laws or conflicts of law
that may require another law, other than the internal laws of the State of
Louisiana, to apply. This Note has been accepted by Lender in the State of
Louisiana.
FINANCIAL STATEMENTS. Borrower agrees to provide Lender with
such financial statements and other related information at such frequencies and
in such detail as Lender may reasonably request.
WAIVERS. Borrower and each guarantor of this Note hereby waive
demand, presentment for payment, protest, notice of protest and notice of
nonpayment, and all pleas of division and discussion, and severally agree that
their obligations and liabilities to Lender hereunder shall be on a "solitary"
or "joint and several" basis.
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Borrower and each guarantor further severally agree that discharge or release of
any party who is or may be liable to Lender for the indebtedness represented
hereby, or the release of any collateral directly or indirectly securing
repayment hereof, shall not have the effect of releasing any other party or
parties, who shall remain liable to Lender, or of releasing any other collateral
that is not expressly released by Lender. Borrower and each guarantor
additionally agree that Lender's acceptance of payment other than in accordance
with the terms of this Note, or Lender's subsequent agreement to extend or
modify such repayment terms, or Lenders failure or delay in exercising any
rights or remedies granted to Lender, shall likewise not have the effect of
waiving any of Lender's rights and remedies. Any partial exercise of any rights
and/or remedies granted to Lender shall furthermore not be construed as a waiver
of other rights and remedies; it being Borrower's intent and agreement that
Lender's rights and remedies shall be cumulative in nature. Borrower and each
guarantor further agree that, should any default event occur or exist under this
Note, any waiver or forbearance on the part of Lender as to one default event
shall not be construed as a waiver or forbearance as to any other default.
Borrower and each guarantor of this Note further agree that any late charges
provided for under this Note will not be charges for deferral of time for
payment and will not and are not intended to compensate Lender's for a grace or
cure period, and not such deferral, grace or cure period has or will be granted
to the Borrower in return for the imposition of any late charge. Borrower
recognizes that Borrower's failure to make timely payments of amounts due under
this Note will result in damages to Lender, including but not limited to
Lender's loss of the use of amounts due, and Borrower agrees that any late
charges imposed by Lender hereunder will represent reasonable compensation to
Lender for such damages. Failure to pay in full any installment or payment
timely when due under this Note, whether or not a late charge is assessed, will
remain and shall constitute an Event of Default hereunder.
SUCCESSORS AND ASSIGNS LIABLE. Borrower's and each guarantor's
obligations and agreements under this Note shall be binding upon Borrower's and
each guarantor respective successors.
CAPTION HEADINGS. Caption headings in this Note are for
convenience purposes only and are not to be used to interpret or define the
provisions of this Note.
SEVERABILITY. If any provision of this Note is held to be
invalid, illegal or unenforceable by any court, that provision shall be deleted
from this Note and the balance of this Note shall be interpreted as if the
deleted provision never existed.
APPLICABLE LENDING LAW. This business or commercial Note is
subject to La. R.S. 9:3509, et seq. Borrower, by signing this Note, acknowledges
and agrees that the proceeds of this Note will be used for business and
commercial purposes.
PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL
THE PROVISIONS OF THIS NOTE.
BORROWER:
SEDONA CORPORATION
BY: ______________________, ITS ____________________
STATE OF ___________________________________________
COUNTY OF __________________________________________
I, the undersigned authority, a Notary Public, in and for said
county in said state, hereby certify that ________________________________, the
__________________ of SEDONA CORPORATION, whose name is signed to the foregoing
instrument, and who is known to me, acknowledged before me on this day that,
being informed of the contents of said Agreement, he or she executed the same
voluntarily on the day the same bears date.
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GIVEN UNDER MY HAND AND OFFICIAL SEAL THIS __________________
DAY OF _______________, 2003.
___________________________________________
NOTARY PUBLIC
MY COMMISSION EXPIRES _____________________
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