EXHIBIT 4.1
PROMISSORY
NOTE
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Borrower:
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Lender:
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TELKONET, INC.
and Subsidiaries
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THERMO CREDIT,
LLC
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20374 Seneca
Meadows Parkway
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639 Loyola
Avenue
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Germantown, MD
20876
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Suite
2565
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New Orleans,
LA 70113
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Principal
Amount:
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Maturity Date of
Note:
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Date of
Note:
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U.S. $1,000,000.00
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September 9, 2010
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September 9, 2008
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PROMISE
TO PAY . For value received, the undersigned
makers (hereinafter referred to as “Borrower,” which
term means individually, collectively, and interchangeably any,
each and/or all of them), promises to pay to the order of THERMO
CREDIT LLC (“Lender”), or its registered assigns, in
lawful money of the United States of America the sum of One Million
and No/100 ($1,000,000.00) Dollars, or such other or lesser amounts
as may be reflected from time to time on the books and records of
Lender as evidencing the aggregate unpaid principal balance of loan
advances made to Borrower on a revolving line of credit basis as
provided in the Loan Documents.
LOAN
AGREEMENT . This Note is made and executed
pursuant to, and is subject to, that certain Loan Agreement among
the Borrower and Lender, dated as of September 9, 2008 (as amended
from time to time, the “Loan
Agreement”). All capitalized terms used in this
Note (and not otherwise defined herein) shall have the meanings
defined in the Loan Agreement.
INTEREST
RATE .
The aggregate outstanding
principal shall bear interest at the greater of (i) the Wall Street
Journal Prime Rate plus nine (9%) percent per annum, adjusted on
the date of any change in such prime or base rate or (ii) Sixteen
percent (16%). The term "Wall Street Journal Prime Rate"
is and shall mean the variable rate of interest, on a per annum
basis, which is announced and/or published in the Money Rates
Section of The Wall Street Journal from time to time. All payments
of interest shall be computed on the per annum basis of a year of
360 days for the actual number of days (including the first day,
but excluding the last day) elapsed. Interest shall
accrue from date of advance.
MAXIMUM
INTEREST RATE . Anything to the contrary contained
herein notwithstanding, no provision of this Note shall require the
payment or permit the collection of interest in excess of the
maximum permitted by applicable law ("the MAXIMUM
RATE"). If interest in excess of the Maximum Rate is
provided for in this Note or otherwise in connection with the loan
transaction represented by this Note, or is adjudicated to be so
provided, the provisions of this paragraph shall govern and
prevail, and no Borrower or any guarantor shall be obligated to pay
the excess amount of such interest or any other excess sum paid for
the use, forbearance, or detention of advances made under the Loan
Agreement. In the event Lender ever receives, collects
or applies, as interest due and payable under this Note, any sum in
excess of the Maximum Rate, the amount of the excess shall be
applied as a payment and reduction of the
principal of the indebtedness represented by this Note; and if the
principal of the indebtedness represented by this Note has been
fully paid, any remaining excess shall forthwith be paid to
Borrowers. In determining whether or not interest paid
or payable exceeds the Maximum Rate, Borrower and
Lender shall, to the extent permitted by applicable law,
(a) characterize any non-principal payment as an expense, fee or
premium rather than as interest, (b) exclude voluntary prepayments
and the effects thereof, and (c) amortize, prorate, allocate and
spread, in equal or unequal parts, the total amount of interest
throughout the entire contemplated term of the
indebtedness represented by this Note so that interest
for the entire term does not exceed the Maximum Rate.
MONITORING FEE. Borrower will pay a monitoring fee on the amount
of the Credit Facility for the period from and including the date
of this Agreement to and including the Maturity Date, at the rate
of ONE TWENTIETH OF ONE PERCENT (0.05%) of the Principal Amount per
week or portion thereof.
ADVANCES . This Note is a revolving commercial
line of credit “master note.” Advances under
this Note may be requested only as provided in the Loan
Agreement. Borrower agrees to be liable for all sums, on
the instructions of an authorized person, either advanced or
credited to any deposit account of Borrower. The following party or
parties are authorized to request advances under the line of credit
until Lender receives from Borrower written notice of revocation of
their authority:
Rick
Leimbach Chief
Financial Officer
The unpaid
principal balance owing on this Note at any time may be evidenced
by endorsements on this Note or by Lender’s internal records,
including daily computer print-outs. Lender will have no
obligation to advance funds under this Note if: (a) a Default has
occurred and is continuing; (b) Borrower or Guarantor cease doing
business or are insolvent; (c) Guarantor seeks, claims or otherwise
attempts to limit, modify or revoke Guarantor’s guarantee of
this Note or any other loan with Lender; or (d) Borrower has
applied funds
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