Exhibit 10.1
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LOAN NUMBER
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LOAN NAME
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ACCT. NUMBER
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NOTE DATE
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INITIALS
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4090817
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PROUROCARE MEDICAL, INC
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06/12/09
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KRH
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NOTE AMOUNT
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INDEX (w/Margin)
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RATE
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MATURITY DATE
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LOAN PURPOSE
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$100,000.00
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Wall Street Journal Prime
plus
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6.000%
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03/28/10
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Commercial
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1.000%
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Creditor Use Only
PROMISSORY NOTE
(Commercial - Single
Advance)
DATE AND PARTIES.
The date of this Promissory Note
(Note) is June 12, 2009. The parties and their addresses
are:
LENDER:
CROWN BANK
6600 France Avenue South Ste
125
Edina, Minnesota 55435
Telephone: (952)
285-5800
BORROWER:
PROUROCARE MEDICAL INC.
a Nevada Corporation
6440 FLYING CLOUD DRIVE
#101
EDEN PRAIRIE, Minnesota
55344
PRO URO CARE, INC.
a Minnesota Corporation
6440 FLYING CLOUD DRIVE
#101
EDEN PRAIRIE, Minnesota
55344
1. DEFINITIONS. As used in this Note, the terms
have the following meanings:
A. Pronouns. The pronouns
“I,” “me,” and “my” refer to
each Borrower signing this Note, individually and together.
“You” and “Your” refer to the
Lender.
B. Note. Note refers to this
document, and any extensions, renewals, modifications and
substitutions of this Note.
C. Loan. Loan refers to this
transaction generally, including obligations and duties arising
from the terms of all documents prepared or submitted for this
transaction such as applications, security agreements, disclosures
or notes, and this Note,
D. Loan Documents. Loan Documents
refer to all the documents executed as a part of or in connection
with the Loan,
E. Property. Property is any
property, real, personal or intangible, that secures my performance
of the obligations of this Loan.
F. Percent. Rates and rate change
limitations are expressed as annualized percentages.
2. PROMISE TO PAY. For value received, I promise
to pay you or your order, at your address, or at such other
location as you may designate, the principal sum of $100,000.00
(Principal) plus interest from June 12, 2009 on the unpaid
Principal balance until this Note matures or this obligation is
accelerated.
3. INTEREST. Interest will accrue on the unpaid
Principal balance of this Note at the rate of 6.000 percent
(Interest Rate) until June 13, 2009, after which time it may
change as described in the Variable Rate subsection,
A. Interest After Default. If you
declare a default under the terms of the Loan, including for
failure to pay in full at maturity, you may increase the Interest
Rate otherwise payable as described in this section. In such event,
interest will accrue on the unpaid Principal balance of this Note
at a rate equal to the rate in effect prior to default, plus 2.000
percent. until paid in full.
B. Maximum Interest Amount. Any
amount assessed or collected as interest under the terms of this
Note will be limited to the maximum lawful amount of interest
allowed by state or federal law, whichever is greater. Amounts
collected in excess of the maximum lawful amount will be applied
first to the unpaid Principal balance. Any remainder will be
refunded to me.
C. Statutory Authority. The amount
assessed or collected on this Note is authorized by the Minnesota
usury laws under Minn. Stat. t 47.59.
D. Accrual. Interest accrues using
an Actual/36D days counting method.
E. Variable Rate. The Interest Rate
may change during the term of this transaction,
(1) Index. Beginning with the
first Change Date, the Interest Rate will be based on the following
index: the base rate on corporate loans posted by at least 75% of
the 30 largest U.S. banks known as the Wall Street Journal U.S.
Prime Rate.
The Current Index is the most recent
index figure available on each Change Date. You do not guaranty by
selecting this Index, or the margin, that the Interest Rate on this
Note will be the same rate you charge on any other loans or class
of loans you make to me or other borrowers, If this Index is no
longer available, you will substitute a similar index. You will
give me notice of your choice.
(2) Change Date. Each date on
which the Interest Rate may change is called a Change Date. The
Interest Rate may change March 1, 2009 and daily
thereafter.
(3) Calculation Of Change. On
each Change Date you will calculate the Interest Rate, which will
be the Current Index plus 1.000 percent. The result of this
calculation will be rounded up to the nearest .001 percent. Subject
to any limitations, this will be the Interest Rate until the next
Change Date. The new Interest Rate will become effective on each
Change Date. The Interest Rate and other charges on this Note will
never exceed the highest rate or charge allowed by law for this
Note.
(4) Limitations, The Interest
Rate changes are subject to the following limitations:
(a) Lifetime. The Interest Rate
will never be less than 6.000 percent.
(5) Effect Of Variable Rate. A
change in the Interest Rate will have the following effect on the
payments: The amount of scheduled payments and the amount of the
final payment will change.
4. REMEDIAL CHARGES. In addition to interest or
other finance charges, I agree that I will pay these additional
fees based on my method and pattern of payment. Additional remedial
charges may be described elsewhere in this Note.
A. Late Charge. If a payment is more
than 10 days late, I will be charged 5.000 percent of the Unpaid
Portion of Payment, I will pay this late charge promptly but only
once for each late payment. This amount may then increase so as to
always be the highest amount allowed by law under Minnesota
Statutes 47.59.
5. PAYMENT. I agree to pay this Note in
installments of accrued interest beginning June 28, 2009, and
then on the 28th day of each month thereafter, I agree to pay the
entire unpaid Principal and any accrued but unpaid interest on
March 28, 2010.
Payments will be rounded up to the nearest $01.
With the final payment I also agree to pay any additional fees or
charges owing and the amount of any advances you have made to
others on my behalf. Payments scheduled to be paid on the 29th,
30th or 31st day of a month that contains no such day will,
instead, be made on the last day of such month.
Each payment I make on this Note will be applied
first to interest that is due then to principal that is due, and
finally to any charges that I owe other than principal and
interest. If you and I agree to a different application of
payments, we will describe our agreement on this Note. You may
change how payments are applied in your sole discretion without
notice to me. The actual amount of my final payment will depend on
my payment record.
6. PREPAYMENT. I may prepay this Loan in full or
in part at any time. Any partial prepayment will not excuse
any later scheduled payments until I pay in full.
7. LOAN PURPOSE. The purpose of this Loan is
BRIDGE FINANCING.
8. ADDITIONAL TERMS. THE BORROWER IS
REQUIRED TO SUBMIT A TAX RETURN ON AN ANNUAL BASIS.
GUARANTOR IS REQUIRED TO SUBMIT A PERSONAL
FINANCIAL STATEMENT AND TAX RETURN ON AN ANNUAL BASIS.
9. SECURITY. This loan is secured by
separate instruments prepared together with this Note as
follows: