SECOND AMENDMENT
TO
ASSET CONTRIBUTION AGREEMENT
This Second Amendment to Asset Contribution Agreement (this
"Amendment"), dated to be effective August 20, 1997, is by and among Pentegra
Dental Group, Inc., a Delaware corporation, Pentegra, Ltd., Napili
International, Inc., Xxxxx Xxxx, MOR Limited Partnership and Xxxx Trust.
W I T N E S S E T H
WHEREAS, the parties hereto entered into that certain Asset
Contribution Agreement dated August 20, 1997 (as heretofore amended, the
"Agreement") as amended by that certain First Amendment to Asset Contribution
Agreement dated October 1, 1997; and
WHEREAS, the parties hereto desire to amend the Agreement as set forth
herein.
NOW, THEREFORE, for and in consideration of the mutual promises and
covenants contained herein and other good and valuable consideration, the
undersigned do hereby agree as follows:
1. Annex A of the Agreement shall hereby be amended in its entirety
to read as follows:
ANNEX A
Acquisition Consideration
The aggregate consideration to be received by the Contributor
pursuant to the Agreement (the "Acquisition Consideration") is the
following:
Cash in the amount of $100,000.00.
Promissory Note in the original principal amount of $100,000.00
in the form attached hereto as Exhibit A-1.
2. The Agreement shall be hereby amended to reflect the foregoing
agreement of the parties hereto. Except as amended hereby, the Agreement shall
remain unchanged.
3. Terms used herein with their initial letter capitalized and not
otherwise defined shall have the meaning assigned to such terms in the
Agreement.
Executed to be effective as of the day and year first set forth above.
PENTEGRA DENTAL GROUP, INC.
By: /s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx, President
/s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx
MOR LIMITED PARTNERSHIP
By: /s/ Xxxx X. Xxxx
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Xxxx X. Xxxx, D.D.S.
By: /s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx
XXXX TRUST
By: /s/ Xxxx X. Xxxx
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Xxxx X. Xxxx, Trustee
By: /s/ Xxxxx X. Xxxx
------------------------------------
Xxxxx X. Xxxx, Trustee
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By: /s/ Xxxxx Xxxx
------------------------------------
Xxxxx X. Xxxx, Trustee
By: /s/ Xxxx Xxxx
------------------------------------
Xxxx Xxxx, Trustee
PENTEGRA, Ltd.
By: /s/ Xxxxx X. Xxxx
------------------------------------
Xxxxx X. Xxxx, President
NAPILI International, Inc.
By: /s/ Xxxxxx X. Xxxx
------------------------------------
Xxxxxx X. Xxxx, President
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EXHIBIT A-1
PROMISSORY NOTE
Date: March __, 1998
Maker: Pentegra Dental Group, Inc., a Delaware Corporation
Payee: Pentegra, Ltd.
Napili International, Inc.
Principal Amount: $100,000.00
For value received, the undersigned, Pentegra Dental Group, Inc., a
Delaware corporation (hereinafter referred to as the "Maker") does hereby
promise to pay to the order of Pentegra, Ltd. and Napili International, Inc.,
jointly (hereinafter referred to as the "Payee or Holder"), the sum of One
Hundred Thousand and 00/100 Dollars ($100,000.00) (the "Principal"). In
addition to said Principal amount, the undersigned also shall pay to the
order of Payee interest equal to nine percent per annum (9.00%). The
Principal and accrued interest shall be due and payable on April 1, 1999.
This Note shall be immediately due and payable at the option of the
Payee or Holder, after notice and failure to cure, upon the happening of any
one of the following events (an "Event of Default"): (a) Maker defaults in
the timely payment of interest or principal due hereunder; or, (b) Maker
makes a general assignment for creditors, is adjudicated bankrupt, files a
voluntary petition in bankruptcy or reorganization or effects or attempts to
effect a plan or other arrangement with creditors; or if Maker applies for a
receiver, custodian or trustee for it or for any substantial portion or its
property or assets; or if an order shall be entered by any court of competent
jurisdiction approving an involuntary petition seeking reorganization; or if
a receiver, trustee or custodian shall be appointed for it for any substantial
portion of its property or assets; or if bankruptcy, reorganization or
liquidation proceedings are instituted against the Maker and remain for sixty
(60) days.
The Events of Default set forth in the subparagraphs above shall not be
Events of Default until the Maker has been sent a notice from the Payee or
Holder of the Maker's default and Maker has not cured that Default within
twenty (20) days of such notice.
Payment of this Note before maturity may be made at any time, and from
time to time, in whole or in part without penalty or premium. The principal
and accrued interest shall be paid by the Maker in lawful money of the United
States of America.
The Maker and each Holder, surety, endorser, and guarantor, waives
presentment for payment, all demands for payment, notice of intent to
accelerate maturity, notice of acceleration of maturity, protests, and
notices of protest. Maker consentsthat the Payee or Holder may extend the
time of any payment or any part of the debt at any time. Any delay on the
part of the Payee or Holder in exercising any rights granted by this Note
shall not operate as a waiver of those rights; and the acceptance of any
payment after it's due date shall not be deemed a waiver of the right to
require prompt payment when due of all other sums; and the
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acceptance of any payment after the Payee has declared the entire indebtedness
due and payable shall not cure any default of the Maker nor operate as a waiver
of any rights of Payee or Holder.
The Maker agrees that, if this Note is given to an attorney for
collection, or if suit is brought for collection, or if it is collected
through probate, bankruptcy, or other judicial proceeding, then Maker shall
pay Payee or Holder all costs of collection, including reasonable attorney's
fees and court costs, in addition to other amounts due.
Any and all past due and unpaid principal and interest shall bear interest
at the rate of eighteen percent (18.0%) per annum. However, all agreements
between Maker, Payee or Holder are hereby expressly limited, so that in no event
shall the amount paid, or agreed to be paid, to Payee or Holder, exceed the
maximum amount permissible under the applicable federal and state usury laws. It
is therefore the intention of Maker and Payee or Holder to conform strictly to
said state and federal usury laws. Therefore, in this note or in any of the
documents securing payment hereof, the aggregate of all interest and any other
charges constituting interest under the applicable law contracted for,
chargeable, or receivable, under this note shall under no circumstances
exceed the maximum amount of interest permitted by law. If any excess of
interest is provided for, or be adjudicated to be so provided for, in this
note or in any of the documents securing payment hereof, then in such event,
the provisions of this paragraph shall govern and control; and neither Maker
or Maker's heirs, legal representatives, successors, assigns, or any other
party liable for the payment hereof shall be obligated to pay the amount of
such interest to the extent that it is in excess of the maximum permitted by
law; and any excess of said interest shall be deemed a mistake and is hereby
canceled automatically and if therefore paid, shall at the option of Payee or
Holder of this note be refunded to Maker or credited to the principal amount
of said note; and the effective rate of interest shall be automatically
subject to reduction to the maximum lawful contract rate allowed under said
laws, or as is or as they may hereafter be construed by courts of appropriate
jurisdiction. To the extent permitted by law, the determination of the rate
of interest shall be made by amortizing, prorating, allocating, and spreading
in equal parts during the period of the full stated term of this note, all
interest at any time contracted for, charged, or received from Maker in
connection therewith.
THE MAKER AND HOLDER AGREE THAT THIS WRITTEN NOTE REPRESENTS THE FINAL
AGREEMENT BETWEEN THE PARTIES, AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THE MAKER AND
HOLDER AGREE THAT THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
When the context requires, singular nouns and pronouns include the plural.
Executed this ___ day of March, 1998.
Pentegra Dental Group, Inc.
a Delaware Corporation
By:
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Xxxx X. Xxxxxxx,
President
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