Nevada
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000-03718
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37-1454128
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||
(State
or other jurisdiction of incorporation)
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(Commission
File Number)
|
(IRS
Employer Identification No.)
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3160
Pinebrook Road
|
||
Park
City, Utah 84098
|
||
(Address
of principal executive offices) (Zip Code)
|
||
435-645-2000
|
||
(Registrant’s
telephone number, including area code)
|
||
NA
|
||
(Former
name or former address, if changed since last report)
|
Lender
|
Principal
Amount
|
Riverview
Financial Corp*
|
$1,500,000
|
Robert
K. Allen (director of Registrant)
|
$ 500,000
|
Robert
Hermanns (director and Senior Vice President)
|
$ 200,000
|
Total
|
$2,200,000
|
Exhibit
|
Description
|
|
4
.1
|
PARK
CITY GROUP, INC.:
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||
(Registrant)
|
||
Date: September
15, 2008
|
||
By:
|
/s/ Randall
Fields____________
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|
Randall
Fields CEO/President
|
PROMISSORY
NOTE
|
Park
City, Utah
|
August __, 2008 2008 |
PROMISE TO
PAY:
For value received, the undersigned Maker promises
to pay to the order of Holder the Principal Amount, together with interest
on the unpaid balance of such amount, in lawful money of the United States
of America, in accordance with all the terms, conditions, and covenants of
this Note.
|
MAKER:
Park City Group,
Inc. (including its successors and assigns,
"Maker").
|
MAKER'S ADDRESSES FOR
NOTICE:
3160 Pinebrook Rd. Park City, UT
84098
|
HOLDER:
_______________________ (including its successors and assigns,
"Holder")
|
HOLDER'S ADDRESS FOR
PAYMENT:
_________________________________
|
PRINCIPAL AMOUNT:
$__________________
|
INTEREST RATE:
Ten
Percent (10%) per annum
|
PAYMENT
TERMS:
The Principal Amount together with accrued and
unpaid interest shall be due and payable on December 1,
2008.
|
LATE CHARGE:
None.
|
1.
|
INTEREST
PROVISIONS.
|
|
(a)
|
Rate.
The principal balance of this Note from time to time remaining unpaid
prior to maturity shall bear interest at the Interest Rate per annum
stated above. Interest shall be calculated on the unpaid principal balance
of this Note beginning on the date
hereof.
|
|
(b)
|
Interest
After Default. At Holder's option, the unpaid principal balance shall bear
interest after maturity (whether by acceleration or otherwise) at the
"Default Interest Rate". The Default Interest Rate shall be (i) the
Interest Rate stated on the first page of this Note plus eight (18)
percentage points; or (ii) such lesser rate of interest as Holder in its
sole discretion may choose to charge; but never more than the Maximum
Lawful Rate or at a rate that would cause the total interest contracted
for, charged, or received by Holder to exceed the Maximum Lawful
Amount.
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(c)
|
Daily
Computation of Interest. Any interest payable herein shall be computed on
the basis of a calendar year consisting of 365 or 366, as the case may be.
In no event shall Holder compute the interest in a manner that would cause
Holder to contract for, charge, or receive interest that would exceed the
Maximum Lawful Rate or the Maximum Lawful
Amount.
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2.
|
DEFAULT
PROVISIONS.
|
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(a)
|
Events
of Default. Events of Default are as
follows:
|
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(i)
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There
is default in the payment of any installment of principal, interest, or
any other sum required to be paid under the terms of this Note and such
default is not cured within thirty (30) days of the applicable due
date;
|
|
(ii)
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The
bankruptcy or insolvency of, the assignment for the benefit of creditors
by, or the appointment of a receiver for any of the property of, or the
liquidation, termination, dissolution or death or legal incapacity of, any
party liable for the payment of this Note, whether as maker, endorser,
guarantor, surety or otherwise.
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(b)
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Non-Waiver
by Holder. Any previous extension of time, forbearance, failure to pursue
some remedy, acceptance of late payments, or acceptance of partial payment
by Holder, before or after maturity, does not constitute a waiver by
Holder of his subsequent right to strictly enforce the terms of this
Note.
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3.
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PREPAYMENT.
Maker may make payments of principal at any time before they are due. When
Maker makes a prepayment, Maker will notify Holder in writing that Maker
is doing so. Maker may make a full prepayment or partial prepayments of
principal without paying any prepayment charge or premium. Holder will
apply all prepayments first to pay all outstanding interest, if any, and
then, to reduce the amount of principal that Maker owes under this Note.
If Maker makes a partial prepayment, there will be no changes in the due
date or in the amount of any scheduled payments under this Note unless
Holder agrees in writing to those
changes.
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4.
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MISCELLANEOUS
PROVISIONS.
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(a)
|
Subsequent
Holder. All references to Holder in this Note shall also refer to any
subsequent owner or holder of this Note by transfer, assignment,
endorsement, or otherwise any successor or assign of Holder, or any entity
or person who is entitled to receive payments under this
Note.
|
(b)
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No
Transfer. Holder and Maker shall not assign or transfer this Note to any
other party without the written consent
of the other party.
|
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(c)
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Successors
and Assigns. The provisions of this Note shall be binding upon the
successors, assigns, heirs, executors, and administrators of Maker, and
shall inure to the benefit of the successors and assigns of Holder;
provided, however, that no obligations of Maker hereunder can be assigned
without Holder's prior written
consent.
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(d)
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No
Duty or Special Relationship. If Holder and Maker are now engaged in or in
the future engage in other business transactions, such other business
transactions are independent of this Note and the indebtedness evidenced
hereby and of the promises and covenants made by Maker in this Note, and
vice versa.
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(e)
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Modifications.
Any modifications agreed to by Holder relating to the release of liability
of any of the parties primarily or secondarily liable for the payment of
this Note, or relating to the release, substitution, or subordination of
all or part of the security for this Note, shall in no way constitute a
release of liability with respect to the other parties or security not
covered by such modification.
|
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(f)
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Entire
Agreement. Maker warrants and represents that this Note constitutes the
entire agreement between Maker and Holder with respect to the loan
evidenced by this Note and agree that no modification, amendment, or
additional agreement with respect to such loan or the advancement of funds
hereunder will be valid and enforceable unless made in writing signed by
both Maker and Holder.
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(g)
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Maker's
Addresses for Notice. All notices required to be sent by Holder to Maker
shall be sent by U.S. Mail, postage prepaid, to Maker's Addresses for
Notice stated on the first page of this Note, until Holder shall receive
written notification from Maker of a new address, or addresses, for
notice.
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(h)
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Holder's
Address for Payment. All sums payable by Maker to Holder shall be paid at
Holder's Address for Payment stated on the first page of this Note, or at
such other address as Holder shall designate from time to
time.
|
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(i)
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Partial
Invalidity. The unenforceability or invalidity of any provision of this
Note shall not affect the enforceability or validity of any other
provision herein, and the invalidity or unenforceability of any provision
of this Note as to any person or circumstance shall not affect the
enforceability or validity of such provision as it may apply to other
persons or circumstances.
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(j)
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APPLICABLE
LAW; VENUE & JURISDICTION. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE
WITH THE APPLICABLE LAWS OF THE STATE OF UTAH AND THE LAWS OF THE UNITED
STATES OF AMERICA APPLICABLE TO TRANSACTIONS IN UTAH. In any litigation in
connection with this Note or any foreclosure of Holder's security interest
in the Collateral, Maker and all other persons liable for payment of all
or any part of the indebtedness evidenced hereby, and each of them,
irrevocably consent to and confer personal jurisdiction on the courts of
the State of Utah or the United States courts located within the State of
Utah.
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EXECUTED
to be effective the __ day of August,
2008.
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MAKER:
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Park
City Group, Inc.
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By
_______________________________
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Its
_______________________________
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Agreed
to and Accepted by:
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HOLDER:
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By:
________________________
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Its:
___________________________
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