Exhibit 99.4
THIS NOTE HAS
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED
OR OTHERWISE BE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO PARK CITY GROUP, INC. THAT SUCH
REGISTRATION IS NOT REQUIRED.
Principal
Amount:
$620,558.53 Issue
Date: April 1, 2009
Subordinated Promissory
Note
FOR
VALUE RECEIVED, including the cancellation of that certain note
between PARK CITY GROUP, INC., a Nevada corporation (hereinafter
called "Borrower") and Riverview Financial Corp. (the "Holder",
which term includes subsequent holders of this Note) dated August
27, 2008 with a principal amount of $1,499,000,00, Borrower hereby
promises to pay to the order of Holder, without demand, the sum of
Six Hundred Twenty Thousand Five Hundred Fifty-Eight and 53/100
Dollars ($620,558.53), on the earlier of (i) September 30, 2011
(the "Maturity Date") or (ii) at the option of the Holder, upon the
occurrence of an Event of Default referred to in Section
2. Notwithstanding the Maturity Date as set forth above,
the Maturity Date may be extended for successive (30) day periods,
not to exceed a cumulative extension of one year, at the option of
the Borrower, upon written notice to the Holder. The
principal outstanding under this Note from time to time shall bear
interest computed at a rate of twelve percent (12%) per annum,
compounded quarterly, with interest accruing from and including the
date hereof. Interest shall be computed on the basis of
a 365-day year and the actual number of days elapsed. Interest
shall be due and payable (i) quarterly on the first day of each
June, September, December and March following the date of this Note
on which any of the principal amount is outstanding, and (ii) on
the Maturity Date. In the event the principal amount is
not paid when due, it, and any unpaid interest, shall thereafter
bear interest at a rate of 18% per annum until the same shall be
paid.
The
Borrower may, at its option, exercisable at any time or from time
to time, prepay, without premium or penalty, all or any portion of
the then outstanding principal amount of this Note, together with
all accrued and unpaid interest on this Note to the date of
prepayment. All prepayments shall be applied first to
accrued and unpaid interest and then to principal.
The
following is a statement of rights of the Holder and the conditions
to which this Note is subject, and to which the Holder, by
acceptance of this Note, agrees:
(a) Notwithstanding
anything in this Note to the contrary, the indebtedness evidenced
by this Note shall be subordinated and junior in right of payment,
to the extent and in the manner set forth below, to all Senior Debt
(as defined below) outstanding on the date of this Note or incurred
after the date of this Note:
(i) no
payment on account of principal of or interest on this Note shall
be made, and this Note shall not be purchased, either directly or
indirectly, by the Borrower, unless full payment of amounts then
due for the principal, premium, if any, sinking funds, and interest
on all Senior Debt has been made or duly provided for by the
Borrower;
(ii) no
payment on account of principal of or interest on this Note shall
be made, and this Note shall not be purchased, either directly or
indirectly, by the Borrower, if, at the time of the payment or
purchase or immediately after giving effect to the payment or
purchase, any default or any condition that, with notice or lapse
of time, or both, would constitute a default, shall exist under any
note, debenture, indenture, or agreement pursuant to which any
Senior Debt is issued, which default would entitle, or with the
passage of time or notice or both would entitle, the holder of such
Senior Debt to accelerate the maturity thereof;
(iii) upon
any acceleration of the principal of or interest on this Note
pursuant to section 5 of this Note or upon any payment or
distribution of assets of the Borrower of any kind, whether in
cash, property, or securities, to creditors upon any dissolution or
winding-up or total or partial liquidation or reorganization of the
Borrower, whether voluntary or involuntary, or in bankruptcy,
insolvency, receivership, or other proceedings, all principal,
premium, if any, and interest due or to become due upon all Senior
Debt shall first be paid in full or provided for before the holder
of this Note shall be entitled to retain any assets paid or
distributed in respect of principal of or interest on this Note;
under those circumstances, any payment or distribution to which the
holder of this Note would be entitled but for the provisions of
this clause (iii) shall be paid by the Borrower (or by any
receiver, trustee in bankruptcy, liquidating trustee, agent, or
other person making the payment or distribution, or by
the holder of this Note, if received by such holder) directly to
the holders of Senior Debt or their representatives, to the extent
necessary to pay all Senior Debt in full, after giving effect to
any concurrent payment or distribution to or for the holders of
Senior Debt (except that, in connection with any reorganization
proceedings, there may be delivered to and retained by the holder
of this Note any instruments evidencing obligations of the Borrower
that are subordinated, at least to the extent provided in this
Note, to the payment of all Senior Debt) and consistent with the
provisions of this section 1; and
(iv) by
acceptance of this Note, the Holder further agrees that at the
Borrower’s request from time to time, the Holder shall
execute and deliver such instruments as the holder of any Senior
Debt may require to effect the subordination of this Note to the
Senior Debt in a manner and to the extent reasonably required by
the holder of the Senior Debt
The
foregoing provisions are solely for the purpose of defining the
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