EXHIBIT 10.1
LINE OF CREDIT NOTE
$400,000
Mount Laurel, New Jersey
March
2, 2009
FOR VALUE RECEIVED, TelVue Corporation, a Delaware corporation
(the "Maker"), intending to be legally bound hereby, promises to
pay to the
order of H.F. (Gerry) Lenfest, an individual ("Payee"), at such
place as Payee
may designate from time to time in writing, the principal sum of
Four Hundred
Thousand Dollars ($400,000), or as much thereof as may be advanced
or readvanced
from time to time, in lawful money of the United States, together
with interest
accruing on the outstanding principal balance under this Line of
Credit Note
(the "Note") as provided below until repaid in full.
1. PURPOSE OF
NOTE. This Note evidences, and is given in consideration
of, a loan in the principal amount of up to Four Hundred Thousand
Dollars
($400,000). This is a revolving credit facility and unless extended
or renewed
shall be payable in full on the Maturity Date (defined below).
2. ADVANCES. At
any time or times prior to the Maturity Date, Maker may
request, by written notice to Payee, advances hereunder (each, an
"Advance") up
to the maximum principal amount hereof, and Payee shall make such
amounts
available to Maker in immediately available funds no later than
three (3)
business days after the date of such request. The minimum Advance
hereunder
shall be One Hundred Thousand Dollars ($100,000). Within the
foregoing limits
and subject to this Agreement, the Maker may borrow Advances under
this Section
2 subject to the limits in Section 3, repay or prepay Advances, and
reborrow
Advances at any time prior to the Maturity Date provided that no
Event of
Default (defined below) remains uncured.
3. TERMS OF
ADVANCES. Maker and Payee agree that Maker may request up
to Four Hundred Thousand Dollars ($400,000) for general working
capital.
4. INTEREST RATE.
Interest shall accrue on the outstanding principal
balance hereof, up to an including the maximum amount available
under this Note,
at an annual rate equal to the prime rate as stated in the Wall
Street Journal
from time to time (the "Prime Rate") plus one percent (1%). Each
change in the
interest rate shall be effective on the first day of the month
immediately
following the date on which the Wall Street Journal publishes a
change in the
Prime Rate. Notwithstanding anything to the contrary herein, the
liability of
Maker for payment of interest under this Note shall not exceed the
maximum
amount permitted by law, and if any payment by Maker includes
interest in excess
of such maximum amount, Payee shall apply such excess to the
reduction of
principal or, if none is due, such excess shall be refunded to
Maker. Interest
shall be computed on the basis of a 360-day year.
5. MATURITY DATE.
All outstanding principal and accrued interest
hereunder shall be due and payable on the sixth (6th) anniversary
of the date
the first Advance is made hereunder.
6. PREPAYMENT.
This Note may be prepaid, in whole or in part, at any
time or times without premium or penalty. All amounts prepaid by
Maker to Payee
shall be available for readvancement.
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