EXHIBIT 8
DEBT EXTENSION AGREEMENT
This Agreement is made and entered into as of this 1st day of November
2004, by and between G.S. Xxxxxxxx Xxxxxxx, of 00 Xxxxx Xxxxx, Xxxxxxxxx,
Xxxxxxxxxxx 00000 ("LENDER"), and MEGADATA CORPORATION, a New York corporation,
with its principal place of business at 00 Xxxxxxx Xxxxx, Xxxxxxx, Xxx Xxxx
00000 ("Borrower" or "Megadata"):
WITNESSETH
WHEREAS, Megadata has issued a promissory note to Lender for value
received;
WHEREAS, the total amount due and owing under the promissory note as of
November 1, 2004 is $8,939,880; and
WHEREAS, Lender and Megadata desire to modify certain terms and
conditions of the outstanding promissory note as of the date of this Agreement
and issue a Replacement promissory note for value received upon the terms and
conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing and the agreements
contained herein, the parties hereby agree as follows:
1. MODIFICATION OF PREVIOUS NOTE:
The outstanding promissory note previously issued to Lender totaling
$8,939,880 in aggregate principal amount shall be modified as set forth herein.
2. ISSUANCE AND TERMS OF REPLACEMENT NOTE:
For value received, Megadata shall issue a Replacement Note (the
"Replacement Note") to Lender in the aggregate principal amount of $8,939,880.
The Replacement Note will be in the form attached as Exhibit A hereto.
a. TERM. The principal amount of the Replacement Note, together
with any and all accrued and unpaid interest thereon, shall be
paid in full on November 1, 2005.
b. INTEREST. The Replacement Note shall bear interest on the
unpaid principal amount, from the date of issuance until paid
in full at the rate of 4.5% per annum.
3. MISCELLANEOUS.
a. AMENDMENT AND MODIFICATION. This Agreement may be amended,
modified and supplemented only by a written instrument signed
by all of the parties hereto expressly stating that such
instrument is intended to amend, modify or supplement this
Agreement.
b. ENTIRE AGREEMENT. This Agreement contains the entire agreement
between the parties hereto with respect to the subject matter
hereof and supersedes all prior agreements and understandings,
oral or written, with respect to such matters.
c. SEVERABILITY. If any provision of this Agreement shall be
determined to be invalid or unenforceable under law, such
determination shall not affect the validity or enforceability
of the remaining provisions of this Agreement.
d. GOVERNING LAW; JURISDICTION. This Agreement shall be governed
by and construed in accordance with the laws of the State of
New York, without regard to the conflicts of law rules of such
state.
e. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, and
all of which shall constitute one and the same agreement and
shall become effective when one or more counterparts have been
signed by each of the parties and delivered to the other
party, it being understood that both parties need not sign the
same counterpart.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year written above.
MEGADATA CORPORATION
00 Xxxxxxx Xxxxx
Xxxxxxx, Xxx Xxxx 00000
By: /S/ XXXXX X. XXXXX
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Name: Xxxxx X. Xxxxx
Title: President and
Chief Executive Officer
By: /S/ XXXXXXX X. XXXXXXX
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Name: Xxxxxxx X. Xxxxxxx
Title: Chief Financial Officer
LENDER
G.S. Xxxxxxxx Xxxxxxx
00 Xxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxxxxx 00000
By: /S/ G.S. XXXXXXXX XXXXXXX
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Name: G.S. Xxxxxxxx Xxxxxxx
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SCHEDULE 13D
CUSIP No. 000000000 Page 11 of 12 Pages
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EXHIBIT A
SECURED PROMISSORY NOTE
$8,939,880 New York, New York
AS OF NOVEMBER 1, 2004
For value received, 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 eight million nine hundred thirty-nine thousand and eight hundred eighty
dollars ($8,939,880) together with interest on the unpaid principal amount of
this note at the rate of 4.5% per annum.
The principal amount evidenced hereby will be repaid in full
on November 1, 2005. All accrued and unpaid interest hereunder as of November 1,
2005, shall be payable on such date.
Notwithstanding the foregoing, the principal amount of the
indebtedness evidenced hereby together with all accrued interest shall be
immediately due and payable upon written notice to Borrower from Lender upon the
happening of any of the following Events of Default:
(a) Any representation or warranty in the Securities Purchase
Agreement, dated September 18, 1996, between Borrower and
Lender shall be untrue or incorrect in any material respect;
(b) Any of the assets of Borrower shall be attached, seized,
levied upon or subjected to a writ or distress warrant, or
come within the possession of any receiver, trustee, custodian
or assignee for the benefit of creditors of Borrower and shall
remain unstayed or undismissed for thirty (30) consecutive
days; or any person other than Borrower shall apply for the
appointment of a receiver, trustee or custodian for any of the
assets of Borrower and shall remain unstayed or undismissed
for thirty (30) consecutive days; or Borrower shall have
concealed, removed or permitted to be concealed or removed,
any part of its property, with the intent to hinder, delay or
defraud its creditors or any of them or made or suffered a
transfer of any of its property or the incurring of an
obligation which may be fraudulent under any bankruptcy,
fraudulent conveyance or other similar law;
(c) A case or proceeding shall have been commenced against
Borrower in a court having competent jurisdiction seeking a
decree or order in respect of Borrower (i) under title 11 of
the United States Code, as now constituted or hereafter
amended, or any other applicable federal, state or foreign
bankruptcy or other similar law, (ii) appointing a custodian,
receiver, liquidator, assignee, trustee or sequestrator (or
similar official) of Borrower or of any substantial part of
its properties, or (iii) ordering the winding-up or
liquidation of the affairs of Borrower and such case or
proceeding shall remain undismissed or unstayed for thirty
(30) consecutive days or such court shall enter a decree or
order granting the relief sought in such case or proceeding;
(d) Borrower shall (i) file a petition seeking relief under title
11 of the United States Code, as now constituted or hereafter
amended, or any other applicable federal, state or foreign
bankruptcy or other similar law, (ii) consent to the
institution of proceedings thereunder or to the filing of any
such petition or to the appointment of or taking possession by
a custodian, receiver, liquidator, assignee, trustee or
sequestrator (or similar official) of Borrower or of any
substantial part of its properties, (iii) fail generally to
pay its debts as such debts become due, or (iv) take any
corporate action in furtherance of any such action;
(e) Final judgment or judgments (after the expiration of all times
to appeal therefrom) for the payment of money in excess of
$100,000 in the aggregate shall be rendered against Borrower
and the same shall not be vacated, stayed, bonded, paid or
discharged for a period of thirty (30) days; or
(f) Any other event shall have occurred which would have a
material adverse effect on Borrower or its assets or financial
condition in Lender's reasonable judgment and Lender shall
have been given Borrower at least twenty (20) days notice
thereof.
As security for any and all liabilities of the Borrower to Lender, now
existing or hereafter arising hereunder, or otherwise, Lender is hereby given a
lien upon and a security interest in any and all moneys or other property (i.e.,
goods and merchandise, as well as any and all documents relative thereto; also,
funds, securities, chooses in action and any and all other forms of property
whether real, personal or mixed, and any right, title or interest of the
Borrower therein or thereto), and/or the proceeds thereof, including (without
limitation of the foregoing) that in safekeeping or in which Borrower may have
any interest. In the event of the happening of any one or more Events of
Default, Lender shall have all of the rights and remedies provided to a secured
party by the Uniform Commercial Code in effect in New York State at that time
and, in addition thereto, the Borrower further agrees that (1) in the event that
notice is necessary, written notice delivered to the Borrower at its principal
executive offices ten business days prior to the date of public sale of the
property subject to the lien and security interest created herein or prior to
the date after which private sale or any other disposition of said property will
be made shall constitute reasonable notice, but notice given in any other
reasonable manner or at any other reasonable time shall be sufficient, (2) in
the event of sale or other disposition of such property, Lender may apply the
proceeds of any such sale or disposition to the satisfaction of Lenders
reasonable attorneys' fees, legal expenses and other costs and expenses incurred
in connection with the retaking, holding, preparing for sale, and selling of the
property, and (3) without precluding any other methods of sale, the sale of
property shall have been made in a commercially reasonable manner if conducted
in conformity with reasonable commercial practices of banks disposing of similar
property.
Demand, presentment, protest and notice of nonpayment and protest are
hereby waived by Borrower.
This Note has been executed, delivered and accepted in the
State of New York and shall be interpreted, governed by, and construed in
accordance with, the laws of the State of New York.
MEGADATA CORPORATION
By: /S/ XXXXXXX X. XXXXXXX
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Xxxxxxx X. Xxxxxxx
Title: Chief Financial Officer
