EXHIBIT 10.25
PROMISSORY NOTE
$2,800,000.00 November 9, 2001
For value received, IndeCorp Corporation, a Delaware corporation ("Maker"),
promises to pay to the order of Pegasus Solutions, Inc., a Delaware
corporation ("Payee"), on or before June 30, 2010, (the "Maturity Date"),
the principal amount of Two Million Eight Hundred Thousand Dollars
($2,800,000.00) (the "Principal Amount"), together with interest on the
unpaid Principal Amount from July 1, 2002, until paid in full at the rate of
seven percent (7%) per annum.
Commencing on July 1, 2002, Maker shall make payments to Payee in the
amounts and in accordance with the schedule set forth in the attached
"Services Note - Payment Schedule" (each, an "Installment"). Payee shall
credit each Installment against the Principal Amount and accrued but upaid
interest on the Principal Amount as set forth on the attached "Services Note
- Payment Schedule". Notwithstanding the foregoing, any unpaid Principal
Amount, together with all accrued but unpaid interest thereon, shall be due
and payable on the Maturity Date.
Maker's obligations under this Promissory Note shall be subordinate to any
and all sums, debts, demands, claims, liabilities and causes of action for
which Maker is now or hereafter may be liable to American National Bank and
Trust Company of Chicago ("ANB") pursuant to the Loan and Security
Agreement, dated as of January 10, 2001, by and among Maker and ANB, and/or
any note, security agreement, guaranty or other instrument or document now
or hereafter executed pursuant thereto or in connection therewith.
Maker may from time to time prepay all or any portion of the Principal
Amount without premium or penalty. Payments and prepayments will be applied
first to unpaid accrued interest and then to the unpaid Principal Amount.
All payments and prepayments shall be made in lawful money of the United
States of America in immediately available funds, at Payee's principal
office in Dallas, Dallas County, Texas.
Maker agrees that the occurrence of any one or more of the following shall
constitute an event of default (each an "Event of Default"):
(a) failure of Maker to pay any Installment as and when due or to
perform any other obligation contained in this Promissory Note,
provided that Payee has sent written notice of such failure to Maker
and Maker has failed to remedy such failure within fifteen (15) days of
the date of such notice; or
(b) the bankruptcy or insolvency of, the assignment for the benefit of
creditors by, the appointment of a receiver for any of the property of,
or the liquidation, termination or dissolution of Maker.
Upon the occurrence of an Event of Default, Payee may, at its option,
without further notice or demand, (i) declare the unpaid Principal Amount
and all accrued but unpaid interest on this Promissory Note at once due and
payable; (ii) pursue any and all other rights, remedies and recourses
available to Payee at law or in equity; or (iii) pursue any combination of
the foregoing.
The failure to exercise the option to accelerate the maturity of this
Promissory Note or any other right, remedy or recourse available to Payee
upon the occurrence of an Event of Default shall not constitute a waiver of
the right of Payee to exercise the same at any subsequent time with respect
to such Event of Default or any other Event of Default.
If any provision hereof shall be invalid or unenforceable for any reason the
remainder of this Promissory Note shall not be affected thereby. It is
expressly stipulated and agreed to be the intent of Payee to at all times
comply with the usury and other applicable laws now or hereafter governing
the interest payable on this Promissory Note. If the applicable law is
ever revised, repealed or judicially interpreted so as to render usurious
any amount called for under this Promissory Note or contracted for, charged,
taken, reserved or received with respect to the unpaid Principal Amount, or
if Payee's exercise of the option to accelerate the maturity of this
Promissory Note , or if any prepayment by Maker results in Maker having paid
any interest in excess of that permitted by law, then it is the express
intent of Maker and Payee that all excess amounts theretofore collected by
Payee be credited to the unpaid Principal Amount or refunded to Maker and
the provisions of this Promissory Note immediately be deemed reformed and
the amounts thereafter collectable hereunder reduced, without the necessity
of the execution of any new document, so as to comply with the then
applicable law, but so as to permit the recovery of the fullest amount
called for hereunder.
If this Promissory Note is placed in the hands of an attorney for collection
after an Event of Default, or is collected in whole or in part by suit or
through bankruptcy or other legal proceedings of any kind, Maker agrees to
pay, in addition to all other sums payable hereunder, all costs and expenses
of collection, including but not limited to reasonable attorneys' fees.
Maker hereby waives presentment for payment, notice of nonpayment, protest,
demand, notice of protest, notice of intent to accelerate, notice of
acceleration and dishonor and diligence in enforcement.
THIS PROMISSORY NOTE REPRESENTS THE FINAL AGREEMENT BETWEEN MAKER AND PAYEE
AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS
OR SUBSEQUENT ORAL AGREEMENTS OF MAKER AND PAYEE. THERE ARE NO UNWRITTEN
ORAL AGREEMENTS BETWEEN MAKER AND PAYEE.
THIS PROMISSORY NOTE HAS BEEN EXECUTED UNDER, AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.
Executed as of the day first written above.
INDECORP CORPORATION
By:
Name:
Title: