Exhibit 10.101
SECURED NON-CONVERTIBLE
REVOLVING NOTE
FOR VALUE RECEIVED, each of PATH 1
NETWORK TECHNOLOGIES INC. a Delaware corporation (the “
Parent ”), and the other companies listed on
Exhibit A attached hereto (such other companies together
with the Parent, each a “ Company ” and
collectively, the “ Companies ”), jointly and
severally, promises to pay to LAURUS MASTER FUND, LTD., c/o M&C
Corporate Services Limited, P.O. Box 309 GT, Ugland House, South
Church Street, George Town, Grand Cayman, Cayman Islands, Fax:
345-949-8080 (the “ Holder ”) or its registered
assigns or successors in interest, the sum of ONE MILLION DOLLARS
($1,000,000), or, if different, the aggregate principal amount of
all Loans (as defined in the Security Agreement referred to below),
together with any accrued and unpaid interest hereon, on
April 25, 2008 (the “ Maturity Date ”) if
not sooner indefeasibly paid in full.
Capitalized terms used herein
without definition shall have the meanings ascribed to such terms
in the Security Agreement among the Companies and the Holder dated
as of the date hereof (as amended, modified and/or supplemented
from time to time, the “ Security Agreement ”).
Prepayment of principal is allowed at any time, in whole or in
part.
The following terms shall apply to
this Secured Non-Convertible Revolving Note (this “
Note ”):
ARTICLE I
CONTRACT RATE
1.1 Contract Rate . Subject
to Sections 2.2 and 3.9, interest payable on the outstanding
principal amount of this Note (the “ Principal Amount
”) shall accrue at a rate per annum equal to the “prime
rate” published in The Wall Street Journal from time
to time (the “ Prime Rate ”), plus two percent
(2.0%) (the “ Contract Rate ”). The
Contract Rate shall be increased or decreased as the case may be
for each increase or decrease in the Prime Rate in an amount equal
to such increase or decrease in the Prime Rate; each change to be
effective as of the day of the change in the Prime Rate. The
Contract Rate shall not at any time be less than Eight percent
(8.0%). Interest shall be (i) calculated on the basis of a 360
day year, and (ii) payable monthly, in arrears, commencing on
May 1, 2006 and on the first business day of each consecutive
calendar month thereafter through and including the Maturity Date,
and on the Maturity Date, whether by acceleration or
otherwise.
1.2 Contract Rate Payments .
The Contract Rate shall be calculated on the last business day of
each calendar month hereafter (other than for increases or
decreases in the Prime Rate which shall be calculated and become
effective in accordance with the terms of Section 1.1) until
the Maturity Date (each a “ Determination Date
”).
ARTICLE II
EVENTS OF DEFAULT AND DEFAULT
RELATED PROVISIONS
2.1 Events of Default . The
occurrence of an Event of Default under the Security Agreement
shall constitute an event of default (“ Event of
Default ”) hereunder.
2.2 Default Interest .
Following the occurrence and during the continuance of an Event of
Default, the Companies shall, jointly and severally, pay additional
interest on the outstanding principal balance of this Note in an
amount equal to five percent (5%) per annum, and all
outstanding Obligations, including unpaid interest, shall continue
to accrue interest at such additional interest rate from the date
of such Event of Default until the date such Event of Default is
cured or waived.
2.3 Default Payment .
Following the occurrence and during the continuance of an Event of
Default, the Holder, at its option, may elect, in addition to all
rights and remedies of the Holder under the Security Agreement and
the other Ancillary Agreements and all obligations and liabilities
of each Company under the Security Agreement and the other
Ancillary Agreements, to require the Companies, jointly and
severally, to make a Default Payment (“ Default
Payment ”). The Default Payment shall be 109% of the
outstanding principal amount of the Note, plus accrued but unpaid
interest, all other fees then remaining unpaid, and all other
amounts payable hereunder. The Default Payment shall be applied
first to any fees due and payable to the Holder pursuant to the
Notes, the Security Agreement and/or the Ancillary Agreements, then
to accrued and unpaid interest due on the Notes and then to the
outstanding principal balance of the Notes. The Default Payment
shall be due and payable immediately on the date that the Holder
has exercised its rights pursuant to this
Section 2.3.
ARTICLE III
MISCELLANEOUS
3.1 Cumulative Remedies . The
remedies under this Note shall be cumulative.
3.2 Failure or Indulgence Not
Waiver . No failure or delay on the part of the Holder hereof
in the exercise of any power, right or privilege hereunder shall
operate as a waiver thereof, nor shall any single or partial
exercise of any such power, right or privilege preclude other or
further exercise thereof or of any other right, power or privilege.
All rights and remedies existing hereunder are cumulative to, and
not exclusive of, any rights or remedies otherwise
available.
3.3 Notices . Any
