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Amendment No. 1
to
Investor Note of
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Pursuant to Section 7.8 of the Investor Note, dated __________ ___, 2002
("Investor Note") delivered by ("Maker") to Aearo Corporation ("Lender") and
Section 4.5 of the Executive Security Purchase Agreement by and between Maker
and Lender, the Investor Note is amended as follows:
1. Section 1.4 of the Investor Note is hereby amended to read as follows:
1.4 Scheduled Payment Term. The Maker shall be required to repay to the
Lender the entire principal amount hereof outstanding on the date set forth on
Schedule 1 hereto under "Final Maturity".
2. Section 2 of the Investor Note is hereby amended to read as follows:
SECTION 2. Interest. Interest will accrue on the outstanding principal
amount of this Investor Note at the rate per annum set forth on Schedule 1
hereto under "Interest Rate", and shall be payable as set forth on Schedule 1
hereto under "Interest Payments".
3. Schedule 1 to the Investor Note is amended to read as provided below.
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Interest Rate and
Principal Amount Interest Payments Installments Final Maturity
Schedule
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$ 2.73% per annum None Due on the earliest
payable on date of date to occur of:
Final Maturity (i) acceleration
under Section 1.1;
(ii) Termination of
Employment under
Section 3.1; or
(iii) Event of
Default under Section 6.
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4. The Investor Note, and the Pledge and Security Agreement between Maker
and Lender related thereto, shall otherwise remain in full force and effect.
IN WITNESS WHEREOF, Maker and a duly authorized officer of Xxxxxx have
executed this Amendment effective ___________ ___, 2002, in order to reduce the
interest rate, and to defer the time for payment of principal and interest,
under the Investor Note.
"MAKER" "LENDER"
AEARO CORPORATION
__________________________________ By: _____________________________
(Printed Name) Xxxxxxx X. Xxxxx
Vice President, Chief Financial Officer
