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.
7. EVENTS OF DEFAULT. Each of the following shall constitute an "Event
of Default" hereunder:
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Maker fails to make any payment of principal or interest when due under
this Note;
Maker (i) applies for or consents to the appointment of a receiver,
trustee or liquidator of itself or any of its property, (ii) admits in writing
its inability to pay debts as they mature, (iii) makes a general assignment for
the benefit of creditors, (iv) is adjudicated bankrupt or insolvent, (v) files a
voluntary petition in bankruptcy or a petition or an answer seeking
reorganization or an arrangement with creditors or to take advantage of any
bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or
liquidation law or statute, or an answer admitting the material allegations of a
petition filed against it in any proceeding under any such law, or (vi) takes
any action for the purpose of effecting any of the foregoing;
Any order, judgment or decree is entered by any court of competent
jurisdiction (i) approving a petition seeking reorganization of Maker or all or
a substantial part of the assets of Maker, or (ii) appointing a receiver,
sequester, trustee or liquidator of Maker or any of its property, and such
order, judgment or decree continues unstayed and in effect for a period of sixty
(60) days or more.
8. REMEDIES UPON DEFAULT. Upon the occurrence of any Event of Default
(a) the entire unpaid principal balance hereunder plus all interest accrued
thereon shall, at the option of Payee, become due and payable immediately
without presentment, demand, notice of nonpayment, protest, notice of protest or
other notice of dishonor, all of which are hereby expressly waived by Maker.
9. REMEDIES CUMULATIVE. No right or remedy conferred upon or reserved
to Payee under this Note, or now or hereafter existing at law or in equity or by
statute or other legislative enactment, is intended to be exclusive of any other
right or remedy, and each and every such right or remedy shall be cumulative and
concurrent, and shall be in addition to every other such right or remedy, and
may be pursued singly, concurrently, successively or otherwise, at the sole
discretion of Payee, and shall not be exhausted by any one exercise thereof but
may be exercised as often as occasion therefore shall occur.
10. MISCELLANEOUS.
A. WAIVERS, AMENDMENTS, ETC. The provisions of this Note may from
time to time be amended, modified or waived, only if such amendment,
modification or waiver is in a writing signed by Maker and Payee. No failure or
delay on the part of Payee in exercising any power or right under this Note
shall operate as a waiver thereof, nor shall any single or partial exercise of
any such power or right preclude any other or further exercise thereof or the
exercise of any other power or right.
B. NOTICES. All notices and other communications required or
permitted to be given under or in connection with this Note shall be in writing
and shall be deemed given if delivered personally or by facsimile transmission
(receipt verified), express courier service (signature required), or mailed by
registered or certified mail (return receipt requested), postage prepaid, to the
parties at the following addresses (or at such other address for a party as
shall be specified by like notice; provided that notices of a change of address
shall be only upon receipt thereof):
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If to Payee:
H.F. (Gerry) Lenfest
5 Tower Bridge, Suite 460
300 Barr Harbor Drive
West Conshohocken, PA 19428
Facsimile: 610-940-0602
If to Maker:
TelVue Corporation
16000 Horizon Way, Suite 500
Mt. Laurel, NJ 08054
Attention: President, CEO
Facsimile: 856-866-7411
C. SEVERABILITY. Any provision of this Note which is prohibited or
unenforceable in any jurisdiction shall, as to such provision and such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions of this Note or
affecting the validity or enforceability of such provision in any other
jurisdiction.
D. GOVERNING LAW. This Note shall be governed by the internal laws of
the State of New Jersey without giving effect to it principles of conflicts of
law.
E. SUCCESSORS AND ASSIGNS. This Note shall be binding upon and shall
inure to the benefit of the parties hereto and their respective heirs,
administrators, successors and permitted assigns.
IN WITNESS WHEREOF, Maker has executed this Note as of the day
and year first above written.
MAKER:
TELVUE CORPORATION
By: /s/ Jesse Lerman
----------------
Jesse Lerman,
President and CEO
PAYEE:
/s/ H.F. (Gerry) Lenfest
------------------------
H.F.( Gerry) Lenfest
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