EXHIBIT 10.1
SECURED PROMISSORY NOTE
US $2,000,000 February 2, 1998
FOR VALUE RECEIVED AND INTENDING TO BE LEGALLY BOUND HEREBY, CTI Data
Solutions (International) Ltd. ("Borrower"), an English company and a
wholly-owned subsidiary of CTI Group (Holdings), Inc. ("CTIG"), a Delaware
corporation, promises to pay to the order of Siemens plc ("Lender"), at such
address or at such location as Lender may designate from time to time, the
principal sum of Two Million Dollars ($2,000,000.00), together with interest
as set forth below, until the date on which the principal amount is paid in
full in accordance with the terms of this Promissory Note (the "Note").
Reference is made to that Asset Purchase Agreement, Security Agreement,
Debenture and Pledge Agreement of even date herewith among Borrower, CTIG and
Lender (the "Asset Purchase Agreement", the "Security Agreement", the "Charge
Agreement" and the "Pledge Agreement", respectively) for a statement of the
other terms, conditions and covenants to which this Note is subject.
Capitalized terms appearing herein and not otherwise defined shall have the
respective meanings given to such terms in the Asset Purchase Agreement, the
Security Agreement and/or the Pledge Agreement.
All outstanding principal and any accrued and unpaid interest thereon
due hereunder shall be due and payable on February 2, 2001 (the "Maturity
Date").
1. Interest. During the period beginning on the date hereof and
ending on the Maturity Date, interest shall accrue daily on the outstanding
principal amount hereunder at a simple rate of ten percent (10%) per annum.
Interest shall be calculated hereunder for the actual number of days that the
principal is outstanding, based on a three hundred sixty (360) day year.
Interest shall continue to accrue on the principal balance hereof at rate of
interest specified in this Note, notwithstanding any demand for payment,
acceleration and/or the entry of any judgment against Borrower, until all
principal owing hereunder is paid in full.
2. Payment. Except as set forth in Sections 3 and 5 hereof, no
principal payments shall be due on the Note until the Maturity Date. Accrued
interest shall be paid to the Lender quarterly in arrears on April 1, July 1,
October 1 and January 1 ("Interest Payment Dates") of each year. All
payments of principal and interest shall be made by cash or certified check
to Lender at the address designated in writing by Lender.
3. Prepayments. This Note may be prepaid in whole or in part at any
time and from time to time without payment of a penalty or premium provided
that each such prepayment is accompanied by interest on the amount of such
prepayment calculated at the rate of interest set forth in this Note to the
date of such prepayment. The Borrower hereby agrees to cause CTIG to use
commercially reasonable efforts to sell, within twelve (12) months of the
date hereof, its United States telemanagement service bureau and to apply the
net cash proceeds from such sale, up to an amount equal to the Required Cash
Amount (as the term "Required Cash Amount" is defined in the Asset Purchase
Agreement), toward reducing the principal amount outstanding under this Note.
The foregoing shall in no way limit the obligations of Borrower to repay
principal and pay interest in accordance with the terms of this Note, which
are absolute and unconditional.
4. Events of Default. Each of the following shall be an "Event of
Default" hereunder: (1) the non-payment when due of any amount of principal
or interest payable under this Note; or (2) if Borrower becomes insolvent or
makes an assignment for the benefit of creditors, or if any petition is filed
by or against Borrower under any provision of any state or federal law or
statute alleging that Borrower is insolvent or unable to pay debts as they
mature or under any provision of the United States Bankruptcy Code, as
amended.
5. Lender's Rights Upon Default. Upon the occurrence of any Event of
Default and without the necessity of giving any prior written notice to
Borrower, Lender may do any one or all of the following: (a) accelerate the
maturity of this Note and all amounts payable hereunder and demand immediate
payment thereof and (b) exercise all of the rights, benefits, privileges and
remedies of a secured party under the laws of the United Kingdom (or under
the laws of any other jurisdiction in which any collateral security for the
obligations of the Borrower under this Note may be located) and all of
Lender's rights and remedies under the Security Agreement and/or the Pledge
Agreement.
6. Guaranty. Pursuant to the Guaranty of even date herewith of CTIG
in favor of Lender, repayment of principal of and payment of interest in
unconditionally guaranteed by CTIG.
7. Attorneys' Fees and Costs. In the event that Lender engages an
attorney to represent it in connection with (a) any default by Borrower under
the Note, (b) the enforcement of any of Lender's rights and remedies under
the Note, or (c) any bankruptcy or other insolvency proceedings commenced by
or against Borrower, then Borrower shall be liable to and shall reimburse
Lender for all reasonable attorneys' fees, costs and expenses incurred by
Lender. Borrower shall also be liable and shall also reimburse Lender for all
other costs and expenses incurred by Lender in connection with the
collection, preservation and liquidation of any property acting as collateral
security under the Note and/or in the enforcement of any of Borrower's
obligations under the Note.
8. Choice of Law. This Note has been delivered to and accepted by
Lender in and shall be governed by the laws of the United Kingdom. Borrower
agrees to the exclusive jurisdiction of the courts located in the United
Kingdom without regard to principles of conflicts of laws, in connection
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with any matter arising hereunder, including the collection and enforcement
hereof, except with regard to Lender's rights and remedies concerning any of
the collateral security for the obligations of the Borrower under this Note.
With respect to such collateral security, the parties hereto hereby agree to
the exclusive jurisdiction of the courts located in, and to the application
of the laws of, the Commonwealth of Pennsylvania.
9. Miscellaneous. If any provision of this Note shall for any reason
be held to be invalid or unenforceable, such invalidity or unenforceability
shall not affect any other provision hereof. Upon any such determination
that any provision is invalid or incapable of being enforced, such provision
shall be construed so as to effect the original intent of the parties as
closely as possible in a permissible manner in order that the transactions
contemplated hereby are consummated to the greatest extent possible. The
waiver of any Event of Default or the failure of Lender to exercise any right
or remedy to which it may be entitled shall not be deemed a waiver of any
subsequent Event of Default or of Lender's right to exercise that or any
other right or remedy to which Lender is entitled.
IN WITNESS WHEREOF, Borrower has duly executed this Note the day and
year first above written and has hereunto set hand and seal.
ATTEST: CTI DATA SOLUTIONS (INTERNATIONAL) LTD.
By: /s/ Mary Ann Davis By: /s/ Anthony Johns
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Name: Mary Ann Davis Name: Anthony Johns
Title: Corporate Secretary Title: President
[Corporate Seal]
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