EXHIBIT 4.1






Exhibit 4.1




AMENDED AND RESTATED

ACQUISITION LOAN

PROMISSORY NOTE




			
	 	 	 
	$500,000.00
	 	November 18, 2008

Indianapolis, Indiana






     1. Agreement to Pay. FOR VALUE RECEIVED, CTI GROUP (HOLDINGS), INC., a
Delaware corporation (“Borrower”), hereby promises to pay to the order of NATIONAL CITY BANK, a
national banking association, its successors and assigns (“Lender”), the principal sum of Five
Hundred Thousand and No/100 Dollars ($500,000.00) (the “Loan”), or so much thereof as may be
advanced pursuant to that certain Loan Agreement dated December 22, 2006 between Borrower and
Lender (the “Loan Agreement”), as modified by that certain First Modification of Loan Documents
dated November 13, 2007, and as further modified by that certain Second Modification of Loan
Documents of even date herewith at the place and in the manner hereinafter provided, together with
interest thereon at the rate or rates described below, and any and all other amounts which may be
due and payable hereunder from time to time without relief from valuation or appraisement laws.



     2. Interest Rate. Interest shall accrue on the outstanding principal balance of this
Note from the date hereof through the Acquisition Loan Maturity Date (as defined in the Loan
Agreement) at the interest rate as set forth in the Loan Agreement.



     3. Payment Terms.  




     3.1 Principal and Interest. Payments of principal and interest due under
this Note, if not sooner declared to be due in accordance with the provisions hereof,
shall be made as follows:




     (a) Payment of interest shall be made as set forth in the Loan Agreement.




     (b) The unpaid principal balance of this Note, if not sooner paid or declared
to be due in accordance with the terms hereof or the terms of the Loan Agreement,
together with all accrued and unpaid interest thereon and any other amounts due and
payable hereunder or under any other Loan Document (as hereinafter defined), shall
be due and payable in full at the Acquisition Loan Maturity Date.




     3.2 Application of Payments. Prior to the occurrence of an Event of Default,
all payments and prepayments on account of the indebtedness evidenced by this Note shall
be applied as follows: (a) first, to fees, expenses, costs and other similar amounts then
due and payable to Lender, including, without limitation any prepayment premium, exit fee
or late charges due hereunder, (b) second, to accrued and unpaid interest on the principal
balance of this Note, (c) third, to the payment of principal due in the month in which the
payment or prepayment is made, (d) fourth, to any escrows,



 









 






impounds or other amounts which may then be due and payable under the Loan Documents,
(e) fifth, to any other amounts then due Lender hereunder or under any of the Loan
Documents, and (f) last, to the unpaid principal balance of this Note. Any prepayment on
account of the indebtedness evidenced by this Note shall not extend or postpone the due
date or reduce the amount of any subsequent payment of principal or interest due
hereunder. After an Event of Default has occurred and is continuing, payments may be
applied by Lender to amounts owed hereunder and under the Loan Documents in such order as
Lender shall determine, in its sole discretion.




     3.3 Method of Payments. All payments of principal and interest hereunder
shall be paid by automatic debit, wire transfer, check or in coin or currency which, at
the time or times of payment, is the legal tender for public and private debts in the
United States of America and shall be made at such place as Lender or the legal holder or
holders of this Note may from time to time appoint in the payment invoice or otherwise in
writing, and in the absence of such appointment, then at the offices of Lender at One
National City Center, Suite 200E, Indianapolis, Indiana 46255. Payment made by check
shall be deemed paid on the date Lender receives such check; provided, however, that if
such check is subsequently returned to Lender unpaid due to insufficient funds or
otherwise, the payment shall not be deemed to have been made and shall continue to bear
interest until collected. Notwithstanding the foregoing, the final payment due under this
Note must be made by wire transfer or other final funds. If requested by Borrower,
interest, principal payments and any fees and expenses owed Lender from time to time will
be deducted by Lender automatically on the due date from Borrower’s account with Lender,
as designated in writing by Borrower. Borrower will maintain sufficient funds in the
account on the dates Lender enters debits authorized by this Note. If there are
insufficient funds in the account on the date Lender enters any debit authorized by this
Note, the debit will be reversed. Borrower may terminate this direct debit arrangement at
any time by sending written notice to Lender at the address specified in the Loan
Agreement.




     3.4 Late Charge. If any payment of interest or principal due hereunder is not
made within ten (10) days after such payment is due in accordance with the terms hereof,
then, in addition to the payment of the amount so due, Borrower shall pay to Lender a “late
charge” of the greater of: (i) five cents for each whole dollar so overdue or (ii)
Twenty-Five Dollars ($25.00) to defray part of the cost of collection and handling such late
payment. Borrower agrees that the damages to be sustained by the holder hereof for the
detriment caused by any late payment are extremely difficult and impractical to ascertain,
and that the amount of five cents for each one dollar due is a reasonable estimate of such
damages, does not constitute interest, and is not a penalty.



     4. Security. This Note is secured by (i) the Loan Agreement, (ii) the Guaranties (the
"U.S. Guaranties”) dated December 22, 2006, and reaffirmed November 13, 2007, from CTI Data
Solutions (USA) Inc., CTI Billing Solutions, Inc., CTI Delaware Holdings, Inc., Centillion Data
Systems, L.L.C., CTI Data Solutions Ltd, CTI Group Ltd. (formerly CTI Billings Solutions Ltd) and
CTI Billing Solutions Ltd (formerly Ryder Systems Ltd) to Lender, (iii) the Security Agreements
(“U.S. Security Agreements”) dated December 22, 2006 from Borrower, CTI Data Solutions (USA) Inc.,
CTI Billing Solutions, Inc., CTI Delaware Holdings, Inc. and Centillion



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Data Systems, L.L.C. to Lender, (iv) the Charge Over Shares In Ryder Systems Ltd from Ryder
Systems Ltd to Lender dated December 22, 2006 (the “Charge Over Shares”), (v) the Debentures
between the Borrower, CTI Data Solutions Ltd and Ryder Systems Ltd, and Lender dated December 22,
2006 (the “UK Debentures”), and (vi) the Guarantee and Indemnities between CTI Data Solutions Ltd
and Ryder Systems Ltd, and Lender dated December 22, 2006 and reaffirmed on November 13, 2007 (the
“UK Guarantees”) (the Loan Agreement, the U.S. Guaranties, the U.S. Security Agreements, the Charge
Over Shares, the UK Debentures, the UK Guarantees and any other document now or hereafter given to
evidence or secure payment of this Note or delivered to induce Lender to disburse the proceeds of
the Loan, as such documents may hereafter be amended, restated or replaced from time to time, are
hereinafter collectively referred to as the “Loan Documents”). Reference is hereby made to the
Loan Documents (which are incorporated herein by reference as fully and with the same effect as if
set forth herein at length) for a statement of the covenants and agreements contained therein, a
statement of the rights, remedies, and security afforded thereby, and all matters therein
contained.



     5. Events of Default. The occurrence of any “Event of Default” (after the expiration
of any applicable notice and/or cure periods) under any of the Loan Documents shall constitute an
“Event of Default” under this Note.



     6. Remedies. At the election of the holder hereof, and after written notice to
Borrower, the principal balance remaining unpaid under this Note, and all unpaid interest accrued
thereon and any other amounts due hereunder, shall be and become immediately due and payable in
full upon the occurrence and during the continuance of any Event of Default. Failure to exercise
this option shall not constitute a waiver of the right to exercise same in the event of any
subsequent Event of Default. No holder hereof shall, by any act of omission or commission, be
deemed to waive any of its rights, remedies or powers hereunder or otherwise unless such waiver is
in writing and signed by the holder hereof, and then only to the extent specifically set forth
therein. The rights, remedies and powers of the holder hereof, as provided in this Note, the Loan
Agreement and in all of the other Loan Documents are cumulative and concurrent, and may be pursued
singly, successively or together against Borrower, any guarantor thereof, the security given at any
time to secure the repayment hereof, all at the sole discretion of the holder hereof. If any suit
or action is instituted or attorneys are employed to collect this Note or any part hereof, Borrower
promises and agrees to pay all costs of collection, including reasonable attorneys’ fees and court
costs.



     7. Covenants and Waivers. Borrower and all others who now or may at any time become
liable for all or any part of the obligations evidenced hereby, expressly agree hereby to be
jointly and severally bound, and jointly and severally: (i) waive and renounce any and all
homestead, redemption and exemption rights and the benefit of all valuation and appraisement
privileges against the indebtedness evidenced by this Note or by any extension or renewal hereof;
(ii) waive presentment and demand for payment, notices of nonpayment and of dishonor, protest of
dishonor, and notice of protest; (iii) waive any and all notices in connection with the delivery
and acceptance hereof and all other notices in connection with the performance, default, or
enforcement of the payment hereof or hereunder; (iv) waive any and all lack of diligence and delays
in the enforcement of the payment hereof; (v) agree that the liability of Borrower, guarantor,
endorser or obligor shall be unconditional and without regard to the liability of any other person
or entity for the payment hereof, and shall not in any manner be affected by any



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indulgence or forbearance granted or consented to by Lender to any of them with respect
hereto; (vi) consent to any and all extensions of time, renewals, waivers, or modifications that
may be granted by Lender with respect to the payment or other provisions hereof, and to the release
of any security at any time given for the payment hereof, or any part thereof, with or without
substitution, and to the release of any person or entity liable for the payment hereof; and
(vii) consent to the addition of any and all other makers, endorsers, guarantors, and other
obligors for the payment hereof, and to the acceptance of any and all other security for the
payment hereof, and agree that the addition of any such makers, endorsers, guarantors or other
obligors, or security shall not affect the liability of Borrower, any guarantor and all others now
liable for all or any part of the obligations evidenced hereby. This provision is a material
inducement for Lender making the Loan to Borrower.



     8. Other General Agreements.




     8.1 The Loan is a business loan and is not being made for personal, family or
household purposes.




     8.2 Time is of the essence hereof.




     8.3 This Note is governed and controlled as to validity, enforcement, interpretation,
construction, effect and in all other respects by the statutes, laws and decisions of the
State of Indiana. This Note may not be changed or amended orally but only by an
instrument in writing signed by the party against whom enforcement of the change or
amendment is sought.




     8.4 Lender shall not be construed for any purpose to be a partner, joint venturer,
agent or associate of Borrower or of any lessee, operator, concessionaire or licensee of
Borrower in the conduct of its business, and by the execution of this Note, Borrower
agrees to indemnify, defend, and hold Lender harmless from and against any and all
damages, costs, expenses and liability that may be incurred by Lender as a result of a
claim that Lender is such partner, joint venturer, agent or associate.




     8.5 This Note has been made and delivered at Indianapolis, Indiana and all funds
disbursed to or for the benefit of Borrower will be disbursed in Indianapolis, Indiana.




     8.6 The obligations and liabilities of Borrower under this Note shall be binding upon
and enforceable against Borrower and its successors and assigns. This Note shall inure to
the benefit of and may be enforced by Lender and its successors and assigns.




     8.7 If any provision of this Note is deemed to be invalid by reason of the operation
of law, or by reason of the interpretation placed thereon by any administrative agency or
any court, Borrower and Lender shall negotiate an equitable adjustment in the provisions
of the same in order to effect, to the maximum extent permitted by law, the purpose of
this and the validity and enforceability of the remaining provisions, or portions or
applications thereof, shall not be affected thereby and shall remain in full force and
effect.



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     8.8 If the interest provisions herein or in any of the Loan Documents shall result,
at any time during the Loan, in an effective rate of interest which, for any month,
exceeds the limit of usury or other laws applicable to the Loan, all sums in excess of
those lawfully collectible as interest of the period in question shall, without further
agreement or notice between or by any party hereto, be applied upon principal immediately
upon receipt of such monies by Lender, with the same force and effect as though the payer
has specifically designated such extra sums to be so applied to principal and Lender had
agreed to accept such extra payment(s) as a premium-free prepayment. Notwithstanding the
foregoing, however, Lender may at any time and from time to time elect by notice in
writing to Borrower to reduce or limit the collection to such sums which, when added to
the said first-stated interest, shall not result in any payments toward principal in
accordance with the requirements of the preceding sentence. In no event shall any agreed
to or actual exaction as consideration for this Loan transcend the limits imposed or
provided by the law applicable to this transaction or the makers hereof.




     8.9 Lender may at any time, upon prior written notice to Borrower, assign its rights
in this Note and the Loan Documents, or any part thereof and transfer its rights in any or
all of (i) the Collateral (as such term is defined in the U.S. Security Agreements), (ii)
the Charged Portfolio (as such term is defined in the Charge Over Shares), and (iii) the
Real Property, Chattels, Controlled Accounts, Policies, Intellectual Property,
Investments, Rental Income, Contracts and Debts (as such terms are defined in the UK
Debentures), and Lender thereafter shall be relieved from all liability with respect to
such Collateral. In addition, Lender may at any time sell one or more participations in
this Note. Borrower may not assign its interest in this Note, or any other agreement with
Lender or any portion thereof, either voluntarily or by operation of law, without the
prior written consent of Lender.




     8.10 Capitalized terms not defined herein shall have the same meaning given to them
in the Loan Agreement.



     9. Notices. All notices required under this Note will be in writing and will be
transmitted in the manner and to the addresses or facsimile numbers required by the Loan Agreement,
or to such other addresses or facsimile numbers as Lender and Borrower may specify from time to
time in writing.



     10. WAIVER OF JURY TRIAL. THE LENDER AND THE BORROWER, AFTER CONSULTING OR HAVING HAD
THE OPPORTUNITY TO CONSULT WITH COUNSEL, EACH KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE
IRREVOCABLY, THE RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY LEGAL PROCEEDING BASED HEREON, OR
ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE OR ANY OF THE OTHER OBLIGATIONS, THE
COLLATERAL, OR ANY OTHER AGREEMENT EXECUTED OR CONTEMPLATED TO BE EXECUTED IN CONJUNCTION WITH THIS
NOTE OR THE LOAN DOCUMENTS, OR ANY COURSE OF CONDUCT OR COURSE OF DEALING IN WHICH THE LENDER AND
THE BORROWER ARE ADVERSE PARTIES. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE LENDER GRANTING
ANY FINANCIAL ACCOMMODATION TO THE BORROWER.



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     11. CONSENT TO JURISDICTION. BORROWER (i) AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF
THIS NOTE OR ANY OF THE OTHER LOAN DOCUMENTS MAY BE BROUGHT IN THE COURTS OF THE STATE OF INDIANA
OR IN ANY FEDERAL COURT SITTING IN INDIANA; (ii) CONSENTS TO THE NONEXCLUSIVE JURISDICTION OF ANY
SUCH COURT AND SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE UPON BORROWER BY MAIL AT THE ADDRESS
SPECIFIED IN THE LOAN AGREEMENT; AND (iii) HEREBY WAIVES ANY OBJECTION THAT IT MAY NOW OR IN THE
FUTURE HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR THAT SUCH SUIT IS BROUGHT IN AN
INCONVENIENT COURT.



     12. Amendment and Restatement. This Note renews, amends, restates and replaces that
certain Promissory Note in the original principal amount of Two Million Six Hundred Thousand and
No/100 Dollars ($2,600,000.00) dated December 22, 2006 (the “Prior Note”). Neither this Note nor
the acceptance thereof shall be construed to be an accord and satisfaction with respect to, or
novation of, the Prior Note.



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     IN WITNESS WHEREOF, Borrower has executed and delivered this Note as of the day and year first
written above.



	 	 	 	 	 
	 	BORROWER:





CTI GROUP (HOLDINGS), INC.,

a Delaware corporation

 	 
	 	By:  	/s/ John Birbeck
 	 
	 	 	John Birbeck, 	 
	 	 	Chief Executive Officer 	 
	 



Above Signatures Witnessed

by the Following Employee

of Lender:







	 	 	 	 	 
	 

	 	/s/Timothy Swiss
 

	 	 
	 
	Printed:

	 	Timothy Swiss	 	 
	 
	Title:

	 	Relationship Manager	 	 






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