EXHIBIT 10.1


 


2005 AMENDED AND RESTATED SECURED PROMISSORY NOTE


 


	
  $982,243.40

  	
   

  	
  Irvine, CA

  
	
   

  	
   

  	
  June 30,
  2005

  



 


WHEREAS, Wireless Billing Systems, a California corporation (“Wireless
Billing;” “Maker”), executed that certain Secured Promissory Note dated May 26,
1999, in the principal amount of Two Million Two Hundred Thirty-Eight Thousand
Two Hundred Forty-Two Dollars ($2,238,242.00) in favor of Corsair
Communications, Inc. (“Corsair”) (the “Original Note”); and


 


WHEREAS, Wireless Billing executed that certain Note Agreement dated as
of January 1, 2001 (the “Note Agreement”), and that certain Amended and
Restated Secured Promissory Note on January 1, 2001, in the principal
amount of One Million Six Hundred Ninety-Six Thousand Three Hundred Ninety-Four
Dollars and Eighteen Cents ($1,696,394.18) in favor of Corsair (together, the “January 2001
Amended Note”); and


 


WHEREAS, Wireless Billing and Corsair executed a letter agreement dated
December 20, 2001, revising the terms of the January 2001 Amended
Note.  The January 2001 Amended
Note, as amended by said letter agreement (the “December 2001 Amended Note”),
amended and restated the Original Note; and


 


WHEREAS, Lightbridge, Inc. (“Holder”) succeeded to the assets and
liabilities of Corsair by way of merger; and


 


WHEREAS, Maker executed that certain 2002 Amended and Restated Secured
Promissory Note dated December 27, 2002, in the principal amount of One
Million Seven Hundred Twenty-Two Thousand Four Hundred Seventeen Dollars
($1,722,417.00) in favor of Holder (the “2002 Amended Note”), which amended and
restated the December 2001 Amended Note; and


 


WHEREAS, Maker executed that certain 2004 Amended and Restated Secured
Promissory Note dated March 27, 2004, in the principal amount of One
Million Five Hundred Nine Thousand Nine Hundred Nineteen Dollars ($1,509,919)
in favor of Holder (the “2004 Amended Note”), which amended and restated the December 2002
Amended Note; and


 


WHEREAS, the balance of all outstanding principal and accrued but
unpaid interest under the 2004 Amended Note on the date hereof is Nine Hundred
Eighty Two Thousand Two  Hundred Forty
Three Dollars and Forty Cents ($982,243.40) and the 2004 Amended Note matures
on December 26, 2006; and


 





















 


WHEREAS, Maker and Holder desire to amend and restate the 2004 Amended
Note as provided herein;


 


NOW THEREFORE:


 


FOR VALUE RECEIVED, Maker hereby promises to pay to the order of
Holder, at 30 Corporate Drive, Burlington, Massachusetts 01803, or at such
other place as Holder may designate from time to time in writing, in lawful
money of the United States of America and in immediately available funds, the
principal amount of Nine Hundred Eighty Two Thousand Two  Hundred Forty Three Dollars and Forty Cents
($982,243.40), together with interest accrued on the unpaid principal amount
hereof from the date hereof at the rate of eight percent (8%) per annum,
compounded annually, payable as follows:


 


(i)                                     Six
monthly installments of Six Thousand Five Hundred Forty Eight Dollars and
Twenty Nine Cents ($6,548.29) each, commencing on July 1, 2005 and ending
on December 1, 2005 (the “Initial Term”).


 


(ii)                                  Six
monthly payments of Fifteen Thousand Dollars ($15,000.00) each, commencing on January 1,
2006 and ending on June 1, 2006.


 


(iii)                               Maker
shall pay to Holder all outstanding principal and accrued but unpaid interest
existing hereunder as of June 2, 2006, in forty one monthly installments
of Twenty Five Thousand Dollars ($25,000.00) each, and one monthly payment of
Twenty Three Thousand Two Hundred Ninety Three Dollars and Nine Cents ($23,293.09),
each in the amount necessary to cause all outstanding principal and accrued and
unpaid interest to be repaid in full as of January 1, 2010 (the “Maturity
Date”), commencing on July 1, 2006, and ending on the Maturity Date.


 


Upon payment in full of the outstanding principal and all accrued but
unpaid interest thereon, this 2005 Amended and Restated Secured Promissory Note
(“2005 Amended Note”) shall be surrendered to Maker for cancellation.


 


Except as otherwise set forth herein, all payments on this 2005 Amended
Note shall be applied first against accrued and unpaid interest and then
against the outstanding principal.  Maker
shall have the right to prepay all or any portion of the principal obligation
hereunder without penalty at any time or from time to time.


 


Maker hereby waives presentment, demand for payment, notice, protest
and all other demands and notices in connection with the delivery, acceptance,
performance, default or enforcement of this 2005 Amended Note.  Maker hereby promises to pay on demand all
reasonable legal fees and other costs and expenses paid or incurred by Holder
in enforcing or collecting this 2005 Amended Note.


 


The occurrence of any of the following events is an “Event of Default”
hereunder:


 





















 


(a)          Maker fails to pay when
due any payments under this 2005 Amended Note, which failure remains unremedied
for five (5) business days following Maker’s receipt of written notice
from Holder of any such non-payment(s).


 


(b)         Without the application
or consent of Maker (i) a receiver, trustee, custodian or similar officer
is appointed for Maker or for any substantial part of Maker’s property, or (ii) any
bankruptcy, insolvency, reorganization or liquidation proceedings or other
proceedings for relief under any bankruptcy law or any law for the relief of
debtors under the laws of any jurisdiction is instituted (by petition,
application, or otherwise) against Maker and such appointment or proceedings
remains unstayed or undismissed for a period of ninety (90) days.


 


(c)          In a transaction or a
series of related transactions, (i) the sale of all or substantially all
of the assets of Maker, or (ii) any merger, consolidation, reorganization
or recapitalization of Maker; provided, however, that such a
merger, consolidation, reorganization or recapitalization of Maker (A) whereby
Primal Solutions, Inc. (“Primal”), a Delaware corporation, continues to
own  66 2/3%  or more of the voting power in the surviving
company following such transaction or transactions and the tangible net worth (as
determined in accordance with generally accepted accounting principles
consistently applied) of Maker following such transaction or transactions is
not less than the tangible net worth of Maker immediately prior to such
transaction or transactions, or (B) with and into Primal shall not be
deemed to be an Event of Default.


 


(d)         Any sale of the then
outstanding common stock of Maker that results in Primal holding less than a 66
2/3% equity or voting interest in Maker.


 


(e)          Maker (i) admits in
writing Maker’s inability to pay Maker’s debts when due, (ii) makes an
assignment for the benefit of creditors, (iii) applies for or consents to
the appointment of any receiver, trustee, custodian or similar officer for
Maker or for any substantial part of Maker’s property, or (iv) institutes
(by petition, application, or otherwise) or consents to any bankruptcy,
insolvency, reorganization or liquidation proceedings or other proceedings from
relief under any bankruptcy law or any law for the relief of debtors under the
laws of any jurisdiction against Maker.


 


Upon the occurrence of any Event of Default, all obligations hereunder
shall become immediately due and payable.


 


In case any Event of Default shall have occurred, Holder may proceed to
protect and enforce its rights hereunder by suit in equity, action at law or
any other appropriate proceeding.


 


Neither any course of dealing by Holder nor any failure or delay by
Holder to exercise any right, power or privilege hereunder shall operate as a
waiver hereunder, and any single or


 





















 


partial
exercise of any such right, power or privilege shall not preclude any later
exercise thereof or any exercise of any other right, power or privilege
hereunder.  No covenant, obligation or
other provision hereof may be waived by Holder and no consent contemplated
hereby may be given by Holder other than in a writing signed by Holder
explicitly waiving such covenant, obligation or provision or giving such
consent.  If at any time any applicable
usury law would ever render usurious any amounts called for hereunder, then it
is Holder’s and Maker’s express intention that Maker shall not be required to
pay interest on this 2005 Amended Note at a rate in excess of the maximum
lawful rate, that the provisions of this paragraph shall control over all other
provisions of this 2005 Amended Note which may be in apparent conflict
hereunder, that such excess amount shall be immediately credited on the
principal balance of this 2005 Amended Note (or, if this 2005 Amended Note has
been fully paid, refunded by Holder to Maker), and the provisions hereof shall
be immediately reformed and the amounts thereafter collectible under this 2005
Amended Note reduced, without the necessity of the execution of any further
documents, so as to comply with the then-applicable law, but so as to permit
the recovery of the fullest amount otherwise called for hereunder.  Any such crediting or refund shall not cure
or waive any default by Maker under this 2005 Amended Note. If at any time
following any reduction in the interest rate payable by Maker there remains
unpaid any principal amount under this 2005Amended Note and the maximum
interest rate allowed by applicable law is increased or eliminated, then the
interest rate payable under this 2005 Amended Note shall be readjusted, to the extent
not prohibited by applicable law, so that the total dollar amount of interest
payable hereunder shall be equal to the dollar amount of interest which would
have been paid by Maker without giving effect to the reduction in interest
resulting from compliance with applicable usury laws.


 


This 2005 Amended Note amends and restates (and does not constitute an
extinguishment or novation of) the Original Note, the December 2001
Amended Note, the 2002 Amended Note, and the 2004 Amended Note, copies of which
are attached hereto as Exhibits A, B, C, and D respectively, and each of which
is hereby acknowledged by Maker as a true, correct, and complete copy of the
original. This 2005 Amended Note amends and restates the Original Note, the December 2001
Amended Note, the 2002 Amended Note and the 2004 Amended Note, and does not
evidence or effect a refinancing of all or any portion of the indebtedness
evidenced thereby, a release or relinquishment of the priority of the security
interest of Holder in any assets (real and personal) of Maker, including
without limitation pursuant to the Security Agreement (as hereinafter defined).


 


This 2005 Amended Note may not be changed, modified, amended or
terminated except in a writing signed by Maker and Holder.  The covenants and agreements contained in
this 2005 Amended Note shall bind Maker, and the rights hereunder shall inure
to the benefit of the respective successors and assigns of Holder.  This 2005 Amended Note shall not be transferred
or assigned to any third party, except:


 


(1)  By Holder upon the prior written consent of Maker, which
consent shall not be unreasonably withheld;


 





















 


(2)  By Holder pursuant to (i) the sale of more than 33 1/3%
of the then outstanding common stock of Holder, (ii) the sale of all or
substantially all of the assets of Holder, or (iii) any merger,
consolidation, reorganization or recapitalization of Holder, exclusive of any
merger, consolidation, reorganization or recapitalization whereby stockholders
prior to such transactions continue to own more than 66 2/3% of the voting
power in the surviving company following such transactions; and


 


(3)  By Holder to any of its affiliates;


 


Provided,
however, in no event shall Holder transfer or assign this 2005 Amended
Note to any person or entity engaging in any
business which is or may be competitive with the business of Maker or any of
its affiliates.  For
the purposes hereof, the “business of Maker or any its affiliates” shall mean (i) the
development, licensing, rental, marketing or selling of software that performs
mediation, rating or billing functions for communication service providers, and
(ii) upon Maker’s written notice to Holder, such other business(es) as
Maker or any of its affiliates may engage in from time to time.  In the event that Holder transfers or assigns
this 2005 Amended Note pursuant to paragraphs (2) or (3) above,
Holder shall provide Maker with prompt written notice of such transfer or
assignment.


 


This 2005 Amended Note shall be governed by, interpreted under, and
construed and enforced in accordance with, the laws of the State of California.


 


The indebtedness evidenced by this 2005 Amended Note is secured by and
pursuant to that certain Security Agreement, dated as of May 26, 1999,
between Wireless Billing and Corsair (the “Security Agreement”).


 


 


[THE REMAINDER OF THIS PAGE LEFT
BLANK INTENTIONALLY]


 





















 


IN WITNESS
WHEREOF, the undersigned have executed this 2005 Amended Note as an instrument
under seal as of the date first set forth above.


 


 


	
   

  	
  “MAKER:”

  
	
   

  	
   

  
	
   

  	
  WIRELESS
  BILLING SYSTEMS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William
  C. Bousema

  	
   

  
	
   

  	
   

  	
  William C.
  Bousema, Senior Vice President &

  
	
   

  	
   

  	
  Chief
  Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  “HOLDER:”

  
	
   

  	
   

  
	
   

  	
  LIGHTBRIDGE,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Timothy
  O’Brien

  	
   

  
	
   

  	
   

  	
  Timothy O’Brien

  	
   

  
	
   

  	
   

  	
  Chief
  Financial Officer