EXHIBIT 10.1
AMENDMENT NO. 1 TO SECURED PROMISSORY NOTE
This Amendment No.1 (this "Amendment") dated as of September 6, 2011 to
that certain Secured Promissory Note dated May 9, 2011 (the "Note"), by and
between PASSUR Aerospace, Inc. (the "Company") and G.S. Xxxxxxxx Xxxxxxx (the
"Lender").
W I T N E S S E T H
WHEREAS, the Company and the Lender are parties to the Note; and
WHEREAS, the Company and the Lender desire and consent to amend the Note
as described herein.
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the receipt and sufficiency of which is hereby acknowledged by
all of the parties, the parties hereto agree as follows:
1. Effective as of the date hereof, the Note is hereby amended as follows:
A. The first paragraph of the Note shall be amended and restated in its
entirety to read as follows:
"(a) For value received, PASSUR Aerospace, Inc.(formerly MEGADATA
CORPORATION), a New York corporation (hereinafter referred to as
"Borrower"), hereby unconditionally PROMISES TO PAY to the order of
G.S. Xxxxxxxx Xxxxxxx ("Lender"), or his permitted assigns, to an
account designated by Lender, in lawful money of the United States
of America and in immediately available funds, the principal sum of
Four million eight hundred fourteen thousand eight hundred eighty
dollars ($4,814,880) together with interest on the unpaid principal
amount of this Note. From and after September 6, 2011, interest on
the Note shall accrue at the annual rate of six percent (6%),
payable in cash. Interest payments shall be made annually on October
31 of each year."
2. This Amendment shall be construed, performed and enforced in
accordance with, and governed by, the internal laws of the State of
New York, without giving effect to the principles of conflicts of
law thereof.
3. Except as otherwise specifically set forth herein, all of the terms
and provisions of the Note shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed the day and year first set forth above.
PASSUR AEROSPACE, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx. X. Xxxxxxx
Title: Chief Financial Officer
LENDER:
By: /s/ G.S. Xxxxxxxx Xxxxxxx
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G.S. Xxxxxxxx Xxxxxxx
