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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.
"SECURITY AGREEMENTS" shall collectively mean the Oak Harbor
Security
Agreement and the Vey Security Agreement.
Section 2. SUBORDINATION OF THE REVOLVING NOTE, BRIDGE NOTE AND
THE
CONVERTIBLE NOTE. Vey hereby postpones and subordinates, to the
extent and in
the manner provided in this Agreement, any and all obligations of
Sedona
pursuant to the Revolving Note, the Bridge Note and the Convertible
Note
(collectively the "Vey Notes") to the obligations arising under the
Oak Harbor
Note and any renewals, extensions, increases or modifications to
such note.
Until the Oak Harbor Note has been fully and finally paid, neither
Sedona nor
Vey shall take or permit any action prejudicial to or inconsistent
with Oak
Harbor's priority position over Vey that is created by this
Agreement. Vey
agrees that the Oak Harbor Note may, in whole or in part, be
renewed, extended,
increased, modified, accelerated, compromised, settled or released
and that any
collateral security or liens for the Oak Harbor Note may, from time
to time in
whole or in part, be exchanged, sold, released or surrendered, as
Oak Harbor may
deem advisable, all without impairing the subordination contained
in this
Agreement.
Section 3. FORBEARANCE OF ENFORCEMENT. So long as Oak Harbor has
not
received notice of default under any of the Notes, and until such
time as the
Revolving Note has been satisfied and paid in full, the proceeds of
the
Receivables may be applied, as and when same are collected, to
payment of the
principal sums, accrued interest, and any late charges under the
Revolving Note.
Section 4. PRIOR PAY
