INDUS INTERNATIONAL INC
EX-10.1 PROMISSORY NOTE DATED MARCH 5, 2003
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<TYPE>EX-10.1
<SEQUENCE>4
<FILENAME>g80987exv10w1.txt
<DESCRIPTION>EX-10.1 PROMISSORY NOTE DATED MARCH 5, 2003
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                                                                   EXHIBIT 10.1


                                PROMISSORY NOTE


$10,000,000                                                Date: March 5, 2003


         SECTION 1.        GENERAL.

         FOR VALUE RECEIVED, the undersigned, INDUS INTERNATIONAL, INC., a
Delaware corporation (the "Maker"), promises to pay to the order of SCT
FINANCIAL CORPORATION, a Delaware corporation (hereafter, together with any
permitted holder hereof, "Lender"), at 4 Country View Road, Malvern, PA
19355-1408, or at such other place as the Lender may designate in writing to
the undersigned, in lawful money of the United States of America, and in
immediately available funds, the principal sum of TEN MILLION DOLLARS
($10,000,000), together with all interest, fees, expenses and other obligations
due hereunder (the "Obligations"), as set forth below. This Promissory Note
(this "Note") is the "SCT Note" referred to in that certain Purchase Agreement
(the "Purchase Agreement") dated the date hereof, by and among the Maker, the
Lender, Systems and Computer Technology Corporation, a Delaware corporation
("SCT"), and various subsidiaries of SCT. Capitalized terms used but not
defined herein shall have the meanings given to them in the Purchase Agreement.

         SECTION 2.        Payments.

                  (a)      All outstanding principal, interest, fees, expenses
and other Obligations under this Note shall be due and payable on the date (the
"Maturity Date") that is the earlier of (a) September 5, 2003 and (b) the date
this Note is accelerated pursuant to Section 7 hereof.

                  (b)      Interest will accrue on all outstanding principal at
the rate of six percent (6%) per annum (the "Interest Rate"), and will be
payable on (i) June 1, 2003, (ii) the Maturity Date, and (iii) any date
following the Maturity Date on which any Obligation remains outstanding and a
demand for payment is made. All interest and fees, if any, shall be computed on
the basis of a 365 day year for the actual number of days in the applicable
period.

                  (c)      In addition to all other rights contained in this
Note, if an Event of Default (as defined herein) has occurred and is
continuing, all outstanding Obligations shall bear interest at the lesser of
(i) the Interest Rate plus three percent (3%) and (ii) the maximum rate
permitted by applicable law ("Default Rate").

                  (d)      The Obligations under this Note are (i) absolutely
and unconditionally guaranteed by [SCT Utility Systems, Inc.], a Delaware
corporation (the "Company"), pursuant to a Guaranty and Suretyship Agreement
dated the date hereof (the "Guaranty") from the Company in favor of the Lender
and (ii) secured by a mortgage lien on and security interest in certain real
property (and related personal property) of the Company granted to the holder
pursuant to a First Mortgage, Security Agreement and Fixture Filing (the
"Mortgage", and together with the Guaranty the "Guarantor Documents").


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                  (e)      Monies received by the Lender from any source for
application toward payment of the Obligations shall be applied first to any
fees and costs due and owing, second to accrued, unpaid interest, and third to
the principal balance then outstanding. Upon the occurrence and during the
continuance of any Event of Default hereunder, the Lender may apply monies to
the Obligations in any manner or order which the Lender deems appropriate. If
any payment received by the Lender under this Note or the Guarantor Documents
is rescinded, avoided or for any reason returned by the Lender because of any
adverse claim or threatened action, the returned payment shall remain payable
as an Obligation of all persons liable under this Note or the Guarantor
Documents as though such payment had not been made.

         SECTION 3.        PREPAYMENTS.

                  (a)      Optional Prepayment. The Maker may, at its sole
option, at any time, and from time to time, prepay the unpaid principal,
without penalty or premium, in whole or in part, together with all accrued and
unpaid interest, fees, expenses and other Obligations to the date of such
prepayment.

                  (b)      Mandatory Prepayment. If any Change of Control shall
be effected, then, as a condition to the consummation of such transaction, (i)
the unpaid principal balance of this Note and all other Obligations hereunder
shall become immediately due and payable upon consummation of such transaction
and (ii) adequate provision shall be made whereby the unpaid principal balance
of this Note and all other Obligations hereunder shall be immediately paid. If
the unpaid principal balance of this Note and all other Obligations hereunder
are not paid to the Lender on or prior to the consummation of a Change of
Control, the Maker or the Company shall not consummate any such transaction.
For the purposes of this Note, "Change of Control" shall mean (i) any
consolidation or merger of the Maker or the Company with another Person
resulting in any successor entity other than the Maker, (ii) the sale of all or
substantially all of the Maker's or the Company's assets to another Person
(other than the Maker), or (iii) any other action or series of actions pursuant
to which the Persons currently holding a majority of the voting shares of the
Maker and of the Company, respectively, no longer hold a majority of the voting
shares of the related entity; provided however, that the transactions completed
under the Financing Agreements shall not be deemed to be a Change of Control.

         SECTION 4.        REPRESENTATIONS AND WARRANTIES.

         Maker represents and warrants to Lender that:

                  (a)      Organization and Qualification. Each of the Maker
and the Company is an entity duly organized, validly existing and in good
standing under the laws of the State of Delaware, and is qualified to do
business in each jurisdiction in which the failure to do so could have a
material adverse effect on its operations or financial condition, with power
and authority to conduct its business as it is now being conducted, and to own
or use its properties and assets that it purports to own or use and to perform
its respective obligations under this Note or the Guarantor Documents.

                  (b)      Absence of Conflicts. Neither of the execution,
delivery and performance of this Note, by the Maker or the Guarantor Documents
by the Company, nor the


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consummation of the transactions contemplated hereby or thereby, nor compliance
by either the Maker or the Company with any of the provisions hereof or
thereof, will (with notice or lapse of time or both) (A) violate, conflict
with, or result in a breach of any provision of, constitute a default under, or
permit or result in the termination of, acceleration of any obligation under,
or creation of a lien under any of the terms, conditions or provisions of, the
certificate of incorporation or bylaws of the Maker or the Company, or (B)
violate or conflict with any law, rule, regulation, judgment, ruling, order,
writ, injunction or decree applicable to it or any of its properties or assets.

                  (c)      Suits. There are no actions, suits, proceedings, or
claims pending or, to Maker's knowledge, threatened against it or any of its
property which, if adversely determined, would have a material adverse effect
on it or its operations or financial condition; and the Maker's business is in
compliance in all material respects with all applicable orders, laws and
regulations.

                  (d)      Authorization of Agreements, Etc. Each of (A) the
execution and delivery by the Maker of this Note and by the Company of the
Guarantor Documents, (B) the performance by the Maker of its obligations
hereunder and the Company of the Guarantor Documents, and (C) the issuance,
sale and delivery by the Maker of this Note has been duly authorized by all
necessary corporate action of it, which actions have not been rescinded or
otherwise modified.

                  (e)      Validity. This Note and each Guarantor Document has
been duly executed and delivered by the Maker and the Company, respectively,
and constitutes the legal, valid and binding obligation of it, enforceable
against the Maker and the Company, respectively, in accordance with its terms.

                  (f)      Securities Compliance. Neither the registration of
any security under the Securities Act of 1933, as amended, or the securities
laws of any state, nor the qualification of an indenture in respect thereof
under the Trust Indenture Act of 1939, as amended, is required in connection
with the issuance, execution and delivery of this Note in the manner
contemplated hereunder.

         SECTION 5.        Covenants.

         The Maker hereby covenants and agrees that for as long as any
obligations are outstanding hereunder:

                  (a)      Notice of Adverse Changes, Events of Default,
Seizures and Institution of Litigation. Maker shall immediately notify Lender
of: (i) any changes in its business, property, or financial condition which
either individually, or in conjunction with any or all such changes since the
date hereof, could reasonably be expected to have a material adverse effect on
its operations or financial condition, including, without limitation, any loss
of or damage to any of its assets; (ii) the occurrence of any Default or Event
of Default under this Note, the Guaranty, the Mortgage or any other material
agreement to which the Maker or the Company is a party; and (iii) the
institution of any litigation, arbitration, governmental investigation or
administrative proceedings against or affecting the Maker, the Company or any


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assets of either of them which either individually, or in conjunction with any
or all such proceedings or matters since the date hereof, could reasonably be
expected to have a material adverse effect on its operations or financial
condition.

                  (b)      Compliance with Agreements and Laws. Each of the
Maker and the Company will operate its business (i) in compliance with all
applicable provisions of each of its agreements, including, without limitation,
any agreements pursuant to which such entity has incurred or otherwise become
obligated for any indebtedness in any form, and (ii) in material compliance
with all applicable provisions of federal, state and local statutes and
ordinances and all other applicable laws, statutes, rules and regulations.

         SECTION 6.        Conditions to Funding Loan.

         The obligation of Lender to purchase this Note shall be subject to
Lender's receipt of the following documents, each in form and substance
satisfactory to Lender:

                  (a)      Promissory Note. This Note, duly executed by the
Maker.

                  (b)      Guarantor Documents. The Guarantor Documents, duly
executed by the Company.

                  (c)      Authorization Documents. A certified copy of (i) the
certificate of incorporation, bylaws and resolutions of the Maker authorizing
the Maker's execution and full performance of this Note and all other documents
and actions required hereunder, and an incumbency certificate setting forth the
officers of Maker authorized to execute this Note, and (ii) the certificate of
incorporation, bylaws and resolutions of the Company authorizing the Company's
execution and full performance of the Guarantor Documents and all other
documents and actions required thereunder, and an incumbency certificate
setting forth the officers of the Company authorized to execute the Guarantor
Documents.

                  (d)      Opinion of Counsel. An opinion of counsel of the
Maker and the Company, substantially in the form of Exhibit H to the Purchase
Agreement.

         SECTION 7.        EVENT OF DEFAULT.

                  (a)      The occurrence of any of the following events shall
be an Event of Default hereunder:

                           (i)      default shall be made in the payment of any
Obligations, when and as the same shall become due and payable, whether at the
due date thereof or by acceleration thereof or otherwise;

                           (ii)     if Maker or the Company shall default in
the payment or performance of any (A) indebtedness for borrowed money owing to
any Person or Persons, whether now or hereafter incurred, or (B) other
obligation or obligations owing to any Person or Persons the amount of which,
in the aggregate, at the time of such default or defaults, is equal to or
greater than $250,000;


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                           (iii)    if any representation or warranty made in
this Note or any Guarantor Document or in connection herewith or therewith or
in any statement, certificate or other document furnished hereunder or
thereunder is false or misleading when made or deemed made or Maker or the
Company shall default in the performance of any other agreement or covenant
contained herein or therein or in any document executed or delivered in
connection herewith or therewith;

                           (iv)     if Maker or the Company shall (i)
voluntarily dissolve, liquidate or terminate operations or apply for or consent
to the appointment of, or the taking of possession by, a receiver, custodian,
trustee or liquidator or of all or of a substantial part of its assets, (ii)
admit in writing its inability, or be generally unable, to pay its debts as the
debts become due, (iii) make a general assignment for the benefit of its
creditors, (iv) commence a voluntary case under the United States Bankruptcy
Code (as now or hereafter in effect), (v) file a petition seeking to take
advantage of any other law relating to bankruptcy, insolvency, reorganization,
winding-up, or composition or adjustment of debts ("Insolvency Laws"), (vi)
fail to controvert in a timely and appropriate manner, or acquiesce in writing
to, any petition filed against it in an involuntary case under the United
States Bankruptcy Code (as now or hereafter in effect) or any similar
proceeding under any other Insolvency Law, or (vii) take any corporate action
for the purpose of effecting any of the foregoing;

                           (v)      if an involuntary petition or complaint
shall be filed against Maker or Company seeking bankruptcy relief or
reorganization or the appointment of a receiver, custodian, trustee, intervenor
or liquidator of Maker or Company, of all or substantially all of its assets,
and such petition or complaint shall not have been dismissed within sixty (60)
days of the filing thereof; or an order, order for relief, judgment or decree
shall be entered by any court of competent jurisdiction or other competent
authority approving or ordering any of the foregoing actions; and

                           (vi)     any Change of Control occurs.

                  (b)      Remedies.

                           (i)      In case any Event of Default set forth in
Section 7(a) (i), (ii) or (iii) shall have occurred and be continuing, the
Lender may, upon written notice to the Lender, declare this Note to be
forthwith due and payable, whereupon this Note shall become forthwith due and
payable, and all Obligations, without presentment, demand, protest, or other
notice of any kind, all of which are hereby expressly waived.

                           (ii)     In case any Event of Default set forth in
Section 7(a) (iv), (v) or (vi) shall have occurred and be continuing, this Note
and all Obligations hereunder immediately and automatically shall become due
and payable, without presentment, demand, protest, or other notice of any kind,
all of which are hereby expressly waived.

                           (iii)    In case any Event of Default shall have
occurred and be continuing, the Lender may proceed to protect and enforce its
rights either by suit in equity and/or by action at law, whether for the
specific performance of any covenant or agreement


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contained in this Note or in aid of the exercise of any power granted in this
Note, or proceed to enforce the payment of this Note or to enforce any other
legal or equitable right of the Lender.

                           (iv)     No remedy conferred hereunder is intended
to be exclusive of any other remedy and each and every such remedy shall be
cumulative and shall be in addition to every other remedy given hereunder or
hereafter existing at law or in equity or by statute or otherwise. No course of
dealing between the Company and the Lender or any delay on the part of the
Lender in exercising its rights hereunder shall operate as a waiver of any
rights of the Lender.

                  (c)      Waiver of Notice. Maker hereby waives notice of
protest, dishonor, intent to accelerate, acceleration and all other notices of
any type or character, demand, presentment for payment, protest, diligence in
collecting or bringing suit and notice, other than required service, with
respect to the filing of suit for the purpose of fixing liability.

         SECTION 8.        SUCCESSORS AND ASSIGNS.

         The provisions of this Note shall be binding upon and inure to the
benefit of the Maker, the Lender and their respective successors and permitted
assigns; provided that the Maker may not assign this Note without the prior
written consent of the Lender.

         SECTION 9.        GOVERNING LAW.

         This Note shall be governed by and construed in accordance with the
laws of the State of Delaware without giving effect to any choice or conflict
of law provision or rule (whether in the State of Delaware or any other
jurisdiction) that would cause the application of the laws of any jurisdiction
other than the State of Delaware.

         SECTION 10.       NOTICES.

         All notices, requests, demands, claims, and other communications
hereunder shall be in writing. Any notice, request, demand, claim or other
communication hereunder shall be deemed duly given when delivered personally to
the recipient, faxed to the intended recipient at the facsimile number set
forth below, or sent to the recipient by reputable express courier service or
mailed by registered or certified mail (return receipt requested), postage and
charges prepaid and addressed to the intended recipient as set forth below:

                  if to Maker:

                           Indus International, Inc.
                           3301 Windy Ridge Parkway
                           Atlanta, Georgia  30339
                           Attention:  Adam V. Battani
                           Telephone:  (770) 989-4061
                           Facsimile:  (770) 989-4488

                  if to Lender:


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                           SCT Financial Corporation
                           4 Country View Road
                           Malvern, PA 19355-1408
                           Attention:  Richard A. Blumenthal,
                                       Executive Vice President and
                                       General Counsel
                           Telephone:  (610) 578-5263
                           Facsimile:  (610) 578-7457

                           with a copy to:

                           Pepper Hamilton LLP
                           3000 Two Logan Square
                           Eighteenth and Arch Streets
                           Philadelphia, PA 19103-2799
                           Attention:  Barry M. Abelson, Esq.
                           Telephone:  (215) 981-4000
                           Facsimile:  (215) 981-4750

         All such notices and other communications shall be deemed to have been
given and received (a) in the case of personal delivery, on the date of such
delivery, (b) in the case of delivery by facsimile, on the date of such
delivery, (c) in the case of delivery by nationally-recognized, overnight
courier, on the Business Day following dispatch, and (d) in the case of
mailing, on the third (3rd) Business Day following such mailing.

         SECTION 11.       INDEMNIFICATION AND RELEASE PROVISIONS Maker hereby
indemnifies and agrees to protect, defend and hold harmless Lender and its
directors, officers, officials, agents, employees and counsel and their
respective heirs, administrators, executors, successors and assigns (each of
the foregoing a "Indemnified Party"), from and against, any and all losses,
liabilities (including without limitation settlement costs and amounts,
transfer taxes, documentary taxes, or assessments or charges made by any
governmental authority), claims, damages, interest, judgments, costs, or
expenses, including without limitation fees and disbursements of counsel,
incurred by any of them arising out of or in connection with or by reason of
this Note or any Guarantor Document (collectively, "Losses"), except that Maker
shall not be required to indemnify any Indemnified Party for any Losses arising
out of the gross negligence or willful misconduct of such party. Maker hereby
releases Lender and its directors, officers, agents, employees and counsel from
any and all claims for loss, damages, costs or expenses caused or alleged to be
caused by any act or omission on the part of any of them except to the extent
relating to such party's gross negligence or willful misconduct, as finally
determined by a court of competent jurisdiction. All obligations provided for
in this Section 11 shall survive any termination of this Note and the repayment
of the Obligations.

         SECTION 12.       WAIVER OF JURY TRIAL.

         THE MAKER, AND HOLDER BY ITS ACCEPTANCE HEREOF, HEREBY WAIVES TRIAL BY
JURY IN ANY LEGAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER
(WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF OR
RELATED TO THIS NOTE OR THE


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RELATIONSHIP ESTABLISHED HEREUNDER. THIS PROVISION IS A MATERIAL INDUCEMENT FOR
THE HOLDER TO ENTER INTO, ACCEPT OR RELY UPON THIS NOTE.

         SECTION 13.       ACKNOWLEDGEMENTS.

         MAKER ACKNOWLEDGES THAT IT HAS HAD THE ASSISTANCE OF COUNSEL IN THE
REVIEW AND EXECUTION OF THIS NOTE AND, SPECIFICALLY, SECTION 12 HEREOF, AND
FURTHER ACKNOWLEDGES THAT THE MEANING AND EFFECT OF THE FOREGOING WAIVER OF
JURY TRIAL HAS BEEN FULLY EXPLAINED TO MAKER BY SUCH COUNSEL.


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         IN WITNESS WHEREOF, the undersigned has executed and delivered this
Promissory Note under seal as of the date and year first written above.


                                         INDUS INTERNATIONAL, INC.

                                         By:     /s/  Jeffrey A. Babka
                                            -----------------------------------
                                         Name:   Jeffrey A. Babka
                                         Title:  Executive Vice President and
                                                 Chief Financial Officer


Accepted and agreed:

SCT FINANCIAL CORPORATION

By:     /s/  Eric Haskell
   ----------------------------------
Name:   Eric Haskell
Title:  Senior Vice President and
        Treasurer


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