Exhibit 10.3
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES
LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE
SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO
TIME AMERICA, INC. THAT SUCH REGISTRATION IS NOT
REQUIRED.
SECURED NON-CONVERTIBLE
REVOLVING NOTE
FOR VALUE RECEIVED, each of TIME
AMERICA, INC., a Nevada 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 Five Hundred
Thousand Dollars ($1,500,000), without duplication of any amounts
owing by the Companies to the Holder under the Minimum Borrowing
Notes (as defined in the Security Agreement referred to below), 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 January 3, 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 and Purchase 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 ”).
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 3.2 and 4.10,
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 seven and one quarter percent
(7.25%). Interest shall be (i) calculated on the basis
of a 360 day year, and (ii) payable monthly, in arrears,
commencing on February 1, 2006 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.
