EXHIBIT B
THIS SECURITY HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD,
TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS
IT HAS BEEN REGISTERED UNDER THAT ACT OR, IN
THE OPINION OF COUNSEL REASONABLY SATISFACTORY
TO THE COMPANY, AN EXEMPTION FROM REGISTRATION
IS AVAILABLE
TELETRAC, INC.
10% SENIOR SECURED NOTE
DUE ___, 2000
$ New York, New York
1999
FOR VALUE RECEIVED, the undersigned, TELETRAC, INC., a Delaware
corporation (the "Company"), hereby promises to pay to , or its registered
assigns, the principal sum of ($ ), on ,2000, with interest
(computed on the basis of a 360-day year of twelve 30-day months) on the unpaid
principal amount hereof at the rate of 10% per annum from the date hereof,
payable quarterly on the last business day of [March], [June], [September] and
[December], commencing on the first such date after the date hereof, until the
principal amount hereof shall have become due and payable, whether at maturity
or by acceleration or otherwise; PROVIDED, HOWEVER, that in no event shall this
Note bear interest at a rate in excess of that permitted by any applicable usury
laws.
All payments of principal of and interest on this Note shall be in
such coin or currency of the United States of America as at the time of payment
shall be legal tender for payment of public and private debts.
This Note is issued pursuant to, is entitled to the benefits of, and
is subject to the terms of, the Senior Secured Note and Class A Warrant Purchase
Agreement, dated as of __________, 1999 (the "Purchase Agreement"), among the
Company and the several Purchasers named in Schedule I thereto, providing for
the issuance of the 10% Senior Secured Notes due ____, 2000 of the Company, in
an aggregate principal amount of up to $3,000,000. As provided in the Purchase
Agreement, (i) this Note is subject to optional prepayment to the extent and in
the manner set forth in the Purchase Agreement, and (ii) the indebtedness
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evidenced by this Note is secured to the extent and in the manner set forth in a
certain Security Agreement referred to in the Purchase Agreement.
In case of an Event of Default (as defined in the Purchase Agreement)
shall occur and be continuing, the principal of this Note may be declared due
and payable in the manner and with the effect provided in the Purchase
Agreement.
This Note shall be governed by and construed in accordance with the
laws of the State of New York.
TELETRAC, INC.
By________________________
Senior Vice President
[Corporate Seal]
Attest:
______________________
Secretary
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