Exhibit 10.1
LOAN AGREEMENT
This loan agreement entered into on the _4th__ day of April 2006, between
SecureCARE Technologies Inc., a Nevada corporation ("SCTI"), with its principal
executive location at 0000 Xxxxxxx xx Xxxxx Xxxxxxx - Xxxxx 000X, Xxxxxx, Xxxxx
00000 and Euro Financial Fidelity, Inc. ("EFF"), also known as ("Note Holder"),
a corporation organized under the laws of the State of Oregon.
Based upon the terms and conditions set fort h herein, EFF will lend the sum of
$7,000,000 to SCTI:
1. Documentation and Funding Procedure.
SCTI will issue to EFF the sum of 1,000 shares of newly designated Series C
Contingently Convertible Preferred Stock ("Series C Stock") having the terms and
conditions set forth in the Certificate of Designation attached hereto.
The shares of SCTI Common Stock into which the 1,000 shares of Series C
Preferred Stock are convertible shall have a market value of $14,000,000 on the
date of this agreement.
Whereas EFF shall transfer the above mentioned securities into its affiliate
company, Broker Financial Fidelity SRL an Argentina based company, who shall be
referred to herein as the "Applicant".
The Applicant shall place the securities into one correspondent banking account
as security for a letter of credit (the "LOC") to be issued by EFF and further
confirmed by a first class bank.
The LOC shall be issued to an affiliate company of EFF who shall cause this
instrument to be discounted.
The LOC shall be in the form of an Irrevocable Standby Letter of Credit or
Letter of Credit drawn under and in compliance with all Documentary Letter of
Credit Codes under Revision January 1, 1994 ICC Publication #500.
2. Loan Terms
EFF shall lend the proceeds of the LOC as follows:
SCTI shall receive a loan in the amount of $7,000,000. For the ten year term of
the Loan quarterly payments of accrued interest only at the rate of 6% per annum
shall be due commencing on April 1, 2007 and on the first business day of each
July; October; January and April thereafter through and including January 1,
2016. A final payment of principal and accrued interest shall be due on the 10th
anniversary of this Note.
3. Security
The 1,000 shares of Series C Preferred Stock shall be held by EFF or its
affiliates as security for the due performance of SCTI of its obligations
hereunder, including, but not limited to, repayment of the Note in accordance
with its terms. The Series C Preferred Stock shall be held off-shore for the
term of the Loan or until a default thereunder shall occur. The Parties agree
that the SCTI common stock into which the Series C Preferred Stock would be
convertible would have a value at today's market prices of $14,000,000. The
parties further acknowledge that the Company does not presently have sufficient
authorized shares to permit the conversion of the Series C Preferred Stock and
undertakes that at its next meeting of shareholders it will to increase its
authorized common stock to permit the conversion of the Series C Preferred Stock
into common stock.
4. Default
In the event: (a) the payment of the Loan is not made in accordance with the
terms of the Note; (b) SCTI does not use the proceeds of the Loan in accordance
with the schedule annexed hereto (as the same may be amended by SCTI and EFF);
or (c) SCTI does not obtain shareholder approval to increase its authorized
shares of common stock to permit conversion of the Series C Preferred Stock at
its next annual meeting of shareholders; then, in such event an "Event of
Default" shall have occurred. If such Event of Default is not cured after five
days written notice from EFF to SCTI, the Loan shall be in Default and the
principal and interest then outstanding shall be immediately due and payable.
Upon the occurrence of a Default, EFF may send the certificate(s) for the Series
C Preferred Stock to SCTI's transfer agent for conversion into free trading
common stock to be sold to cover any outstanding balances on the Loan. Said
securities in the event of default become without board of director approval
free trading non-negotiable without protest on behalf of the "Company".
5. Use of Loan Proceeds
SCTI, shall apply the Loan proceeds as set forth on a use of proceeds schedule
to be agreed to by the parties prior to funding.
6. Off-Shore
The certificates for the Series C Preferred Stock used as collateral for the
Loan shall remain off-shore and only be brought back into the United States upon
the occurrence of a Default.
7. Liquidation, Dissolution
Without the express written consent of the Holder of the Note SCTI will not
liquidate or dissolve, consolidate with, or merge into or with, any corporation
or entity, except that any wholly-owned subsidiary may merge with another
wholly-owned subsidiary or with SCTI, (so long as SCTI is the surviving
corporation and no event of default shall occur as a result thereof).
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8. Interpretation; Jurisdiction
This Agreement is written under the laws of the State of Florida and
shall be interpreted and applied under the Laws of the State of Florida as they
are applied to contracts executed, delivered and to be performed entirely within
such State. The Federal, State and Local Courts located in and for Palm Beach
County in the State of Florida shall have exclusive jurisdiction of all cases
and controversies arising hereunder.
9. Termination
This agreement may be terminated at any time by notice from SCTI if the
Loan has not been funded by June 15, 2006.
SecureCARE Technologies, Inc.
By: /s/ XXXX XXXXXX /s/ XXX XXXXXXX
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Xxxx Xxxxxx, Xxx Xxxxxxx,
Chief Financial Officer President
Euro Financial Fidelity, Inc.
By: /s/ XXXX XXXXXXX
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Xxxx Xxxxxxx,
President
On this 4th day of April, before me came Xxxx Xxxxxx, known to me to be the
person who executed the within document and acknowledged to me that he executed
the same in the capacity therein indicated as the act of and in the capacity as
the corporate officer therein indicated.
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NOTARY PUBLIC
On this 5th day of April, before me came Xxx Xxxxxxx, known to me to be the
person who executed the within document and acknowledged to me that he executed
the same in the capacity therein indicated as the act of and in the capacity as
the corporate officer therein indicated.
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NOTARY PUBLIC
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On this 5th day of April, before me came Xxxx Xxxxxxx, known to me to be the
person who executed the within document and acknowledged to me that he executed
the same in the capacity therein indicated as the act of and in the capacity as
the corporate officer therein indicated.
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NOTARY PUBLIC
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