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EXHIBIT 10.1
FIRST AMENDMENT TO
TERM NOTE
This FIRST AMENDMENT TO TERM NOTE (this "Amendment"), dated March 26,
2001, is made and entered into by and between NetRadio Corporation, a Minnesota
corporation (the "Borrower") and Navarre Corporation, a Minnesota corporation
(the "Lender").
WHEREAS, on October 14, 1999, the Borrower issued a Term Note to
Lender in the principal sum of Nine Million Five Hundred Ninety-Six Thousand
Eight Hundred Twenty-Seven and 00/100 Dollars ($9,596,827.00) (the "Term Note").
WHEREAS, Lender has agreed to forgive the repayment of Five Million
Five Hundred Thousand and 00/100 Dollars ($5,500,000) of the principal amount
of the Term Note in exchange for the Borrower's prepayment of One Million
Dollars ($1,000,000) of the principal amount of the Term Note concurrently
herewith.
WHEREAS, the Borrower is prepared to make a prepayment of the
principal amount of the Term Note in the amount of One Million Dollars
($1,000,000) to the Lender concurrently herewith.
WHEREAS, the parties hereto desire to amend the Term Note in order to
reflect the foregoing in accordance with the terms and conditions hereof.
NOW, THEREFORE, in consideration of these premises, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Amendment. As of the date hereof, the phrase "the principal
sum of NINE MILLION FIVE HUNDRED NINETY-SIX THOUSAND EIGHT HUNDRED
TWENTY-SEVEN AND 00/100 DOLLARS ($9,596,827.00)" set forth in Section 1 of the
Term Note shall be amended and restated to read "the principal sum of THREE
MILLION NINETY-SIX THOUSAND EIGHT HUNDRED TWENTY-SEVEN AND 00/100 DOLLARS
($3,096,827.00)." From and after the date hereof, all references in the Term
Note, for purposes of interest calculation and all other purposes, to the
"principal balance" shall be deemed to mean the amended and restated principal
amount of the Term Note under this Amendment.
2. Affirmation of Term Note, Further References. Lender and
Borrower each acknowledge and affirm that the Term Note, as hereby amended, is
hereby ratified and confirmed in all respects and all terms, conditions and
provisions of the Term Note, except as amended by this Amendment, shall remain
unmodified and in full force and effect. All references in any document or
instrument to the Term Note are hereby amended and shall refer to the Term Note
as amended by this Amendment.
3. Governing Law. The internal law, without regard to conflicts
of laws principles, of the State of Minnesota will govern all questions
concerning the construction, validity and interpretation of this Amendment.
First Amendment to Term Note
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4. Counterparts. This Amendment may be executed in one or more
counterparts, any one of which need not contain the signatures of more than one
party, but all such counterparts taken together will constitute one and the
same instrument.
5. Defined Terms. Capitalized terms used herein but not defined
herein shall have the meaning ascribed to them in the Term Note.
6. Merger and Integration, Superseding Effect. This Amendment, from
and after the date hereof, embodies the entire agreement and understanding
between the parties hereto and supersedes and has merged into this Amendment
all prior oral and written agreements on the same subjects by and between the
parties hereto with the effect that this Amendment, shall control with respect
to the specific subjects hereof and thereof.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the day and year first above written.
NETRADIO CORPORATION
By /s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
Title: CFO
NAVARRE CORPORATION
By /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
Title: President
First Amendment to Term Note
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