exv10w117






EXHIBIT 10.117




AMENDED AND RESTATED

INTERCREDITOR AGREEMENT




     INTERCREDITOR AGREEMENT, dated as of December 31, 2008, between David R. Vey, an individual
(“Vey”), Oak Harbor Investment Properties, L.L.C., a Louisiana limited liability company (“Oak
Harbor”), Vey Associates Incorporated, a Louisiana corporation (“Associates”), and Sedona
Corporation (“Sedona”).



     WHEREAS, certain of the parties entered into an Intercreditor Agreement as of October 23,
2006; and



     WHEREAS, the current parties desire to amend and restate the Intercreditor Agreement as
reflected herein; and



     WHEREAS, Oak Harbor has extended a loan to Sedona Corporation (“Sedona”), as evidenced by a
certain promissory note dated August 17, 2006 from Sedona to Oak Harbor in the principal sum of ONE
MILLION FORTY THOUSAND FOUR HUNDRED TWO and 22 /100 Dollars ($1,040.402.22), (the “Oak Harbor
Note”), which such note is secured by a first priority lien and pledge of Receivables and certain
other assets of Sedona pursuant to the terms and provisions of an Amended and Restated Security
Agreement dated as of October 23, 2006, between Sedona and Oak Harbor (the “Oak Harbor Security
Agreement”); and



     WHEREAS, Vey has also extended loans to Sedona evidenced by a restated consolidated
convertible promissory note, dated December 31, 2008, in the aggregate principal sum of Four
Million One Hundred Thousand Dollars ($4,100,000) (the “Consolidated Note”); which such note is
secured by a subordinate lien and pledge of the Receivables and certain other assets of Sedona
pursuant to the terms of a Security Agreement, dated as of October 23, 2006 between Sedona and Vey
(the “Vey Security Agreement”); and



     WHEREAS, Associates has also extended loans to Sedona as evidenced by a convertible promissory
note, dated December 30, 2008, in the aggregate principal sum of up to TWO MILLION TWO HUNDRED
FIFTY THOUSAND and 00/100 Dollars ($2,250,000) (the “New Note”), which such note is secured by a
subordinate lien and pledge of the Receivables and certain other assets of Sedona pursuant to the
terms of a Security Agreement, dated as of December 30, 2008 between Sedona and Associates (the
“Associates Security Agreement”);



     NOW THEREFORE, in consideration of the foregoing and the mutual agreements set forth herein,
and for other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:



     Section 1. Certain Defined Terms. As used in this Agreement, the following
capitalized terms shall have the meanings respectively assigned to them below.




“Agreement” shall mean this Intercreditor Agreement, as the same may be
amended, supplemented, modified, amended or restated from time to time in the manner
provided herein.



 









 






“Notes” shall collectively mean the Oak Harbor Note, the Consolidated Note
and the New Note.




“Security Agreements” shall collectively mean the Oak Harbor Security
Agreement, the Vey Security Agreement and the Associates Security Agreement.



     Section 2. Subordination of the New Note and the Consolidated Note to Oak Harbor
Note. Vey and Associates hereby postpone and subordinate, to the extent and in the manner
provided in this Agreement, any and all obligations of Sedona pursuant to the New Note and the
Consolidated Note to the obligations arising under the Oak Harbor Note and any renewals,
extensions, increases or modifications to such note. Until the Oak Harbor Note has been fully and
finally paid, neither Sedona, Associates nor Vey shall take or permit any action prejudicial to or
inconsistent with Oak Harbor’s priority position over Associates and Vey that is created by this
Agreement. Associates and Vey agree that the Oak Harbor Note may, in whole or in part, be renewed,
extended, increased, modified, accelerated, compromised, settled or released and that any
collateral security or liens for the Oak Harbor Note may, from time to time in whole or in part, be
exchanged, sold, released or surrendered, as Oak Harbor may deem advisable, all without impairing
the subordination contained in this Agreement.



     Section 3. Subordination of the Consolidated Note to the New Note. Vey hereby
postpones and subordinates, to the extent and in the manner provided in this Agreement, any and all
obligations of Sedona pursuant to the Consolidated Note to the obligations arising under the New
Note and any renewals, extensions, increases or modifications to such note. Until the New Note has
been fully and finally paid, neither Sedona nor Vey shall take or permit any action prejudicial to
or inconsistent with Associates’ priority position over Vey that is created by this Agreement. Vey
agrees that the New Note may, in whole or in part, be renewed, extended, increased, modified,
accelerated, compromised, settled or released and that any collateral security or liens for the New
Note may, from time to time in whole or in part, be exchanged, sold, released or surrendered, as
Associates may deem advisable, all without impairing the subordination contained in this Agreement.



     Section 4. Priority of Payment Upon the Acceleration of the New Note or the Consolidated
Note.



     (a) In the event that either the New Note or the Consolidated Note are declared due and
payable before their stated maturity, then and in such event no payment or distribution of any kind
or character shall be made in respect of the New Note or the Consolidated Note, and Oak Harbor
shall be entitled to receive payment in full in cash of all amounts due or to become due or in
respect of the Oak Harbor Note (whether or not an event of default has occurred thereunder or such
Oak Harbor Note has been declared due and payable prior to the date on which it would otherwise
have become due and payable), before either Vey or Associates is entitled to receive any payment or
distribution of any kind or character (including any payment which may be payable by reason of the
payment of any other indebtedness of Sedona being subordinate to the payment of the New Note or
Consolidated Note by Sedona).



     (b) In the event that the Consolidated Note is declared due and payable before its stated
maturity and after payment in full of the Oak Harbor Note, then and in such event no payment or
distribution of any kind or character shall be made in respect of the Consolidated Note and
Associates shall be entitled to receive payment in full in cash of all amounts due or to
become due or



2









 







in respect of the New Note (whether or not an event of default has occurred
thereunder or such New Note has been declared due and payable prior to the date on which it would
otherwise have become due and payable), before Vey is entitled to receive any payment or
distribution of any kind or character (including any payment which may be payable by reason of the
payment of any other indebtedness of Sedona being subordinate to the payment of the Consolidated
Note by Sedona).



     Section 5. Priority. As long as notice of an event of default has not been received
pursuant to the terms of any of the Notes, payments shall be made and received by Vey, Associates,
or Oak Harbor or their successors or assigns in accordance with the terms and conditions of such
Notes. Except as otherwise set forth in this Agreement, Vey, Associates and Oak Harbor and their
successors and assigns hereby agree that as among themselves, if notice of an event of default has
been received under any of the Notes: (a) all payments received thereafter pursuant to the Notes
shall be applied in accordance with the following order of priority: (i) payment in full of the Oak
Harbor Note; (ii) payment in full of the New Note; and (iii) payment in full of the Consolidated
Note; and (b) except as expressly provided herein, if Vey, Associates or Oak Harbor shall collect
or receive any sums or any collateral for any party they shall forthwith deliver such sums to the
proper party in the form received. Until such delivery, the sums shall be held in trust for the
benefit of the proper party and shall not be commingled with other funds or property.



     Section 6. Subordination Absolute. The parties hereto covenant and agree that their
subordinations and other covenants and agreements under this Agreement shall: (i) be absolute and
unconditional, irrespective of the validity, legality, binding effect or enforceability of any
terms and provisions of the Notes or the Security Agreements; and (ii) remain and continue in full
force and effect without regard to any waiver of any term or provision of the Notes and Security
Agreements. In the event of a conflict between the terms of this Agreement and the Notes or the
Security Agreements, the terms of this Agreement shall govern.



     Section 7. Validity of Junior Debt. The provisions of this Agreement subordinating:
(i) the New Note and the Consolidated Note to the Oak Harbor Note, and (ii) the Consolidated Note
to the New Note, are solely for the purpose of defining the relative rights of the parties and
shall not impair, the obligation of Sedona, which is unconditional and absolute, to pay each of the
Notes in accordance with its terms, nor shall any such provisions prevent any party from exercising
all remedies otherwise permitted by applicable law or under any instrument or agreement evidencing
the Notes upon default thereunder, subject to the terms hereof and: (i) the rights of Oak Harbor
hereunder to receive cash, property or securities otherwise payable or deliverable to Vey or
Associates until the Oak Harbor Note is paid in full; and (ii) upon payment of the Oak Harbor Note,
the rights of Associates hereunder to receive cash, property or securities otherwise payable or
deliverable to Vey until the New Note is paid in full.



     Section 8. Duration and Termination. This Agreement shall constitute a continuing
agreement of subordination, and shall remain in effect until the Notes have been fully and finally
paid. Neither the death, nor the bankruptcy of any of the parties shall effect a termination
hereof. Oak Harbor may, without notice to Vey or Associates, extend or continue credit and make
other financial accommodations to, or for the account of Sedona in reliance upon this Agreement.
Associates may, without notice to Vey, extend or continue credit and make other financial
accommodations to, or for the account of Sedona in reliance upon this Agreement. The obligations
of Vey and Associates under this Agreement shall continue to be effective, or be reinstated, as the
case may be, if at any time any payment in respect of the Oak Harbor Note is rescinded or must
otherwise be restored or returned by Oak Harbor by reason of any bankruptcy, reorganization,



3









 







arrangement, composition or similar proceeding or as a result of the appointment of a receiver,
intervenor or conservator of, or trustee or similar officer for, Sedona or any substantial part of
its property, or otherwise, all as though such payment had not been made. The obligations of Vey
under this Agreement shall continue to be effective, or be reinstated, as the case may be, if at
any time any payment in respect of the New Note is rescinded or must otherwise be restored or
returned by Associates by reason of any bankruptcy, reorganization, arrangement, composition or
similar proceeding or as a result of the appointment of a receiver, intervenor or conservator of,
or trustee or similar officer for, Sedona or any substantial part of its property, or otherwise,
all as though such payment had not been made.



     Section 9. Governing Law; Consent to Jurisdiction. This Agreement shall be governed
by and construed in accordance with the laws of the State of Louisiana without regard to the
choice of law or conflicts of law provisions thereof. Each of the parties hereto hereby
irrevocably and unconditionally consents to submit to the non-exclusive jurisdiction of the courts
of the State of Louisiana and of the United States of America, located in the State of Louisiana
        , for any action, proceeding or investigation in any court or before any governmental authority
(“Litigation”) arising out of or relating to this Agreement and the transactions contemplated
hereby, and further agrees that service of any process, summons, notice or document by U.S.
registered mail to its respective address set forth in this Agreement shall be effective service of
process for any Litigation brought against it in any such court. Each of the parties hereto hereby
irrevocably and unconditionally waives any objection to the laying of venue of any Litigation
arising out of this Agreement or the transaction contemplated hereby in the courts of the State of
Louisiana or the United States of America, located in the State of Louisiana , and hereby further
irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any
such Litigation brought in any such court has been brought in an inconvenient forum.



     Section 10. Counterparts/Facsimile/Amendments. This Agreement may be executed in
multiple counterparts, each of which may be executed by less than all of the parties and shall be
deemed to be an original instrument which shall be enforceable against the parties actually
executing such counterparts and all of which together shall constitute one and the same instrument.
Except as otherwise stated herein, in lieu of the original documents, a facsimile transmission or
copy of the original documents shall be as effective and enforceable as the original. This
Agreement may be amended only by a writing executed by all parties.



     Section 11. Entire Agreement. This Agreement, sets forth the entire agreement and
understanding of the parties relating to the subject matter hereof and supersedes all prior and
contemporaneous agreements) negotiations and understandings between the parties, both oral and
written relating to the subject matter hereof.



     Section 12. Severability. In the event that any provision of this Agreement becomes
or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this
Agreement shall continue in full force and effect without said provision; provided that such
severability shall be ineffective if it materially changes the economic benefit of this Agreement
to any party.



     Section 13. Headings. The headings used in this Agreement are used for convenience
only and are not to be considered in construing or interpreting this Agreement.



     Section 14. Binding Effect. This Agreement shall be binding upon and inure to the
benefit of Oak Harbor and its successors and its assigns, and to Vey and his heirs, legal
representatives, administrators, executors, successors and assigns.



4









 





     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by the
undersigned, thereunto duly authorized, as of the date first set forth above.



	 	 	 	 	 
	 	Oak Harbor Investment Properties LLC

 	 
	 	By:  	/s/ David R. Vey
 	 
	 	 	 	 
	 	 	 	 
	 
	 	 	 
	 	  	                                              /s/ David R. Vey
 	 
	 	 	David R. Vey 	 
	 	 	 	 
	 
	 	Vey Associates Incorporated

 	 
	 	By:  	/s/ David R. Vey
 	 
	 	 	David R. Vey. President 	 
	 	 	 	 
	 
	 	Sedona Corporation

 	 
	 	By:  	/s/ Scott Edelman
 	 
	 	 	Scott Edelman 	 
	 	 	President and CEO 	 
	 




5