EXHIBIT
10.57a
DELTA MUTUAL, INC.
AMENDED AND
RESTATED
6% PROMISSORY NOTE
|
$15,487
|
April 15,
2009
|
|
|
|
|
|
Scottsdale,
Arizona
|
FOR VALUE
RECEIVED, DELTA MUTUAL INC., a Delaware corporation (the
"Company"), with its principal office at 14301 North 87
th Street, # 310, Scottsdale AZ 85260, promises to
pay to Security Systems International, LLC, an Arizona limited
liability company, (the "Lender"), with a mailing address of 9034
East Caribbean Lane, Scottsdale, AZ 85260, in lawful money of the
United States of America, the principal sum of Fifteen Thousand
Four Hundred Eighty Seven Dollars ($15,487), together with interest
from the date of this Note on the unpaid principal balance at a
rate equal to six percent (6.0%) per annum, computed on the basis
of a year of 360 days. All unpaid principal, together with any then
unpaid and accrued interest, shall be due and payable at any time
after the earlier of each of (i) the Maturity Date (as defined
below), or (ii) when, upon or after the occurrence of an Event of
Default (as defined below), such amounts are declared due and
payable by the Lender or made automatically due and payable in
accordance with the terms hereof.
By
acceptance of this Amended and Restated Promissory Note (the
“Note”), the Lender acknowledges and agrees that it
replaces and supersedes, in its entirety, that certain 6%
Promissory Note, issued by the Company to the Lender, in the
principal amount of $14, 987, dated April 2, 2009 (the
“Original Note”).
The following is a statement of the rights of
the Lender and the conditions to which this Note is subject, and to
which the Lender, by the acceptance of this Note,
agrees:
1.Definitions . As used in this Note, the
following capitalized terms have the following meanings:
1.1 "Company" includes the
corporation initially executing this Note and any Person which
shall succeed to or assume the obligations of the Company under
this Note.
1.2 "Event of Default" has the
meaning given in Section 5 hereof.
|
|
|
"Lender" shall
mean the Person specified in the introductory paragraph of this
Note.
|
|
|
|
"Maturity Date"
shall mean the date on which the Company receives demand for
payment, in writing, from the Lender.
|
|
|
1.5
|
"Obligations"
shall mean all obligations, owed by the Company to the Lender, now
existing or hereafter arising under or pursuant to the terms of
this Note.
|
|
|
1.6
|
"Person" shall
mean and include an individual, a partnership, a corporation
(including a business trust), a joint stock Company, a limited
liability Company, an unincorporated association, a joint venture
or other entity or a governmental authority.
|
2.
Interest . All accrued
and unpaid interest on this note shall be due and payable on the
Maturity Date.
3. Repayment
at the Company’s Option. At any time after the date hereof and prior to
the Maturity Date, the Company my repay this Note, including all
accrued interest, without penalty or premium, in whole or in part;
provided that such repayment will be applied first to the payment
of unpaid interest accrued on this Note, and second, to payment of
the principal amount of this Note.
4.
Representations and Warranties of The Lender
. The Lender represents
and warrants to the Company upon the acquisition of the Note as
follows:
4.1 Binding
Obligation. The Lender has full legal capacity, power
and authority to execute and deliver this Note and to perform its
obligations hereunder. This Note is a valid and binding
obligation of the Lender, enforceable in accordance with its terms,
except as limited by bankruptcy, insolvency or other laws of
general application relating to or affecting the enforcement of
creditors' rights generally and general principles of
equity.
4.2 Own
Account. The Lender is purchasing this Note for his own
account for investment, not as a nominee or agent, and not with a
view to, or for resale in connection with, the distribution
thereof. The Lender has such knowledge and e
