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EXHIBIT
10.86
INTERCREDITOR AGREEMENT
INTERCREDITOR AGREEMENT, dated
as of October 23, 2006, between David
R. Vey, an individual ("Vey"), and Oak Harbor Investment Properties,
L.L.C., a
Louisiana limited liability company ("Oak Harbor").
WHEREAS, Oak Harbor has
extended loan, to Sedona Corporation
("Sedona"), as evidenced by a certain promissory note of dated August
17, 2006
herewith from Sedona to Oak Harbor in the principal sum of ONE MILLION FORTY
THOUSAND FOUR HUNDRED TWO and 22 /100 Dollars ($1,040.402.22), (the "Oak
Harbor
Note"), which note is secured by a first priority lien and pledge of
Receivables
and certain other assets of Sedona pursuant to the terms and provisions of an
Amended and Restated Security Agreement of even date herewith between Sedona
and
Oak Harbor (the "Oak Harbor Security Agreement"); and
WHEREAS, Vey has also extended
loans to Sedona evidenced by: (i) a
convertible promissory note of even date herewith in the aggregate principal
sum
of TWO MILLION SIX HUNDRED NINETY ONE THOUSAND TWO HUNDRED SIXTY THREE and
36/100 Dollars ($2,691,263.36) (the "Convertible Note"); and (ii) a
promissory
note of even date herewith in the principal sum of ONE MILLION TWO HUNDRED
THIRTEEN THOUSAND NINE HUNDRED FIFTY TWO and 81/100 Dollars ($1,213,952,81)
(the
"Bridge Note), which such notes are secured by a subordinate lien and
pledge of
the Receivables and certain other assets of Sedona pursuant to the terms of the
Vey Security Agreement; and
WHEREAS, Vey has also extended
loans and has made sums available to
Sedona pursuant to the terms of a revolving promissory note of September 26,
2006 herewith from Sedona to Vey, (the "Revolving Note") in the
maximum
principal amount of FIVE HUNDRED THOUSAND and 00/100 Dollars ($500,000.00) (the
"Line of Credit"), which note is secured by a subordinate lien and
pledge of the
Receivables and certain other assets of Sedona pursuant to the terms of a
Security Agreement of even date herewith between Sedona and Vey (the "Vey
Security Agreement"); and
WHEREAS, in order to induce Vey
to extend the Line of Credit to
Sedona, Sedona has agreed to repay the advances made under the Revolving Note
from the proceeds of the Receivables, and
WHEREAS, Oak Harbor has
consented to the distribution of the proceeds
of the Receivables to Vey pursuant to the Revolving Notes;
NOW THEREFORE, in consideration
of the foregoing and the mutual
agreements set forth herein, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties agree as
follows:
Section 1. CERTAIN DEFINED
TERMS. As used in this Agreement, the
following capitalized terms shall have the meanings respectively assigned to
them below.
"AGREEMENT" shall
mean this Intercreditor Agreement, as the same may
be amended, supplemented,
modified, amended or restated from time to
time in the manner provided
herein.
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"NOTES" shall
collectively mean the Oak Harbor Note, the Revolving
Note, the Convertible Note and
the Bridge Note.
"RECEIVABLES" shall
mean accounts, accounts receivable, rights to
receive payment existing or
hereafter arising and all rights, remedies
and privileges additions and
accessions to the foregoing, and all
increases, substitutions,
replacements and substitutions thereof and
all cash and non-cash proceeds
and products of the foregoing, whether
now owned or hereafter,
acquired or created by Sedona, including but
not limited to those resulting
from the sale, exchange, collection or
other disposition of Sedona's
inventory or assets, along with the
proceeds from any future sales
of debt or equity securities of Sedona,
less any costs or expenses
incurred with respect to the collection of
the sums owed to Sedona.






