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PROMISSORY
NOTE
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Exhibit
10.1
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December 12, 2006
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FOR VALUE RECEIVED, the undersigned, iSecureTrac
Corp. (“iSecureTrac”), a Delaware corporation (herein
called “Maker” ), whose address is
5078 S. 111 th Street, Omaha, NE, 68137, hereby promises
to pay to the order of Consolidated Investment Services, Inc., a
Nevada corporation (herein sometimes called
“Payee” ), the principal sum of Four
Million Three Hundred Thousand Dollars ($4,300,000), or so much
thereof from time to time outstanding as shall be advanced, with
interest on the unpaid balance thereof from date of advancement
until maturity at the rate or rates hereinafter provided, both
principal and interest payable as hereinafter provided in lawful
money of the United States of America at the offices of Payee at
c/o Midland National Life Insurance Company, One Midland Plaza,
Sioux Falls, South Dakota 57193, or at such other place as from
time to time may be designated by the holder of this Note or in
such other form as Payee may designate or consent.
As herein provided the unpaid Principal Amount
of this Note (or portions thereof) from time to time outstanding
shall bear interest prior to maturity at the Applicable Rate,
provided that in no event shall the Applicable Rate exceed the
Maximum Rate.
As used in this Note, the following terms shall
have the meanings indicated opposite them:
“Applicable Rate.”
The Applicable Rate shall be Seven
Percent (7%) per annum.
“Default Rate.”
The Default Rate shall be the
Maximum Rate.
“Loan.”
The $4,300,000 loan to be made to
Maker by Payee which is evidenced hereby.
“Maturity Date.”
The earlier of (i) July 1, 2008 or
(ii) the first date on which Maker issues equity securities or
arranges for additional indebtedness (other than trade indebtedness
incurred in the ordinary course of its business) in a transaction
or series of transactions which generates aggregate net proceeds to
the Maker of not less than $4,300,000.
“Maximum Rate.”
The maximum interest rate permitted
under applicable law.
“Principal Amount.”
That portion of the Loan evidenced
hereby as is from time to time outstanding.
Maker shall have the right to prepay this Note,
in whole or in part, without premium or penalty upon written notice
thereof given to Payee at least five (5) days prior to the date to
be fixed therein for prepayment, and upon the payment of all
accrued interest on the amount prepaid (and any interest which has
accrued at the Applicable Rate, if applicable, and other sums that
may be payable hereunder) to the date so fixed.
The Principal Amount and accrued interest shall
be due and payable on the Maturity Date.
Notwithstanding anything to the contrary
contained in this Note, at the option of the holder of this Note
and upon notice to the Maker at any time after the occurrence of a
default hereunder, from and after such notice and during the
continuance of such default, the unpaid principal of this Note from
time to time outstanding and all past due interest shall, to the
extent permitted by applicable law, bear interest at the Default
Rate, provided that in no event shall such interest rate be more
than the Maximum Rate.
All interest accruing under this Note shall be
calculated on the basis of a 360-day year applied to the actual
number of days in each month. The Maker shall make each payment
which it owes hereunder not later than twelve o’clock, noon,
Sioux Falls, South Dakota, time, on the date such payment becomes
due and payable (or the date any voluntary prepayment is made), in
immediately available funds. Any payment received by the Payee
after such time will be deemed to have been made on the next
following business day. As used herein, the term “business
day” shall mean a day on which commercial banks are open for
business with the public in Sioux Falls, South Dakota.
Payee and Maker intend in the execution of this
Note and all other instruments now or hereafter securing this Note
to contract in strict compliance with applicable usury law. In
furtherance thereof, Payee and Maker stipulate and