EXHIBIT 4.4
AGREEMENT
This Agreement is entered into among Sedona Corporation ("Borrower")
and AMRO International, S.A. ("Lender"), as of April 30, 2001.
WHEREAS, Borrower is indebted to Lender, pursuant to a 5% Convertible
Debenture (the "Debenture") issued on November 22, 2000, in the original
principal amount of Three Million Dollars ($3,000,000), of which One Million Six
Hundred Eighty Thousand Dollars ($1,680,000) remains outstanding as of the date
hereof (the "Outstanding Loan Amount"), made by Borrower in favor of Lender
pursuant to that certain Convertible Debenture and Warrants Purchase Agreement,
dated as of November 22, 2000, between the Company and Borrower; and
WHEREAS, the Outstanding Loan Amount and all accrued but unpaid
interest was due and payable in full by Borrower to Lender on March 22, 2001
(the "Maturity Date"); and
WHEREAS, Borrower had requested prior to the Maturity Date an extension
of such Maturity Date and Lender agreed to extend the Maturity Date for the
consideration set forth herein; and
WHEREAS, Borrower and Lender desire to set forth their agreement in
writing.
NOW, THEREFORE, Borrower and Lender, in consideration of the mutual
promises and agreements set forth herein, agree as follows:
1. In consideration for, and as a condition to, extending the
Maturity Date of the Debenture to January 15, 2002, Borrower agrees as follows:
a. to hereby increase the interest rate on the Debenture to 8.5%
per annum (based upon a 360 calendar day year) of the Outstanding Loan
Amount, effective immediately.
b. to hereby reduce the exercise price of the warrant
representing the right to purchase up to 56,666 shares of Borrower's
common stock (the "Warrant"), issued to Lender by Borrower on February
28, 2000, from $5.037 to $0.001, for the remainder of the term of the
Warrant.
2. 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.
3. 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.
4. All terms and conditions of the Debenture and the Warrant in
contradiction with the terms, conditions and provisions of set forth herein
shall be deemed modified or amended so as to read in accordance with the terms
and conditions of this Agreement. Except as modified by this Agreement, all
terms and conditions of the Debenture and the Warrant shall remain unchanged.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by the undersigned, being duly authorized to do so, as of the date set
forth above.
BORROWER: LENDER:
SEDONA CORPORATION AMRO INTERNATIONAL, S.A.
By: /s/ Xxxxxxx X. Xxxxxxxx By: /s/ X.X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx X.X. Xxxxxxxx, Director
Title: VP & CEO
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