EXHIBIT 10.27.1
LOAN EXTENSION AGREEMENT
AND GUARANTORS' CONSENT
Dated: 9/3/02, 2002
This LOAN EXTENSION AGREEMENT AND GUARANTORS' CONSENT (herein the "LOAN
EXTENSION AGREEMENT") is made and entered into by and between TELE DIGITAL
DEVELOPMENT, INC. (the "BORROWER") and DATA SALES CO., INC. (the "LENDER").
WHEREAS, the Lender has extended a credit facility to Borrower
evidenced by a Promissory Note (the "Note") in the amount of $1,308,000.00 dated
May 3, 2002 (the "CREDIT FACILITY"); and
WHEREAS, the Credit Facility is further evidenced by a Security
Agreement executed by Borrower, and a Personal Guaranty Agreement executed by
Xxxxxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxxx, and Xxxxx Xxxxx, all dated May 3, 2002,
and a UCC-1 Financing Statement filed as Document No. 20223962292 in the Office
of the Minnesota Secretary of State, and other related documents; and
WHEREAS, Borrower has requested that the Lender extend the time for
repayment of the Credit Facility, from its original maturity date of August 1,
2002, to an extended maturity date of December 31, 2002; and
WHEREAS, the Lender is willing to modify the Credit Facility as
requested by Borrower, but only on the terms and conditions set forth in this
Loan Extension Agreement.
NOW, THEREFORE, in consideration of the mutual promises and agreements
set forth herein and for other good and valuable consideration, the parties
agree as follows:
1. The Credit Facility is hereby modified to the effect that
the maturity date of the Note is extended to December 31, 2002, on
which date all principal, plus accrued interest, charges, and all other
amounts owed thereunder shall be due and payable in full
2. This Loan Extension Agreement is effective only upon
receipt by Lender of the following:
a. Interest payment of $41,821.03, which is the unpaid
accrued interest under the Note through July 31,
2002;
b. An extension fee of $13,341.60;
c. A corporate guaranty executed by XOX Corporation in a
form and substance satisfactory to Lender;
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EXHIBIT 10.27.1
d. The Borrower's execution and delivery to Lender of a
common share warrant in the form attached to the
Agreement re: Stock Warrant dated May 3, 2002,
executed by the Borrower, and.
e. A fully-executed original of this Loan Extension
Agreement.
3. The principal amount due under the Note, on which interest
shall accrue on and after August 1, 2002, is $1,334,160.00.
4. Except as expressly set forth herein, all of the terms and
provisions, including default provisions, covenants, and warranties, of
the documents evidencing the Credit Facility remain unmodified and in
full force and effect.
5. Borrower agrees to pay Lender's attorneys' fees and
out-of-pocket costs related to the Loan Extension Agreement, and to
indemnify, reimburse and to save and hold the Lender harmless against
any and all claims, suits, actions, debts, damages, costs, charges and
expenses, including without limitation, court costs and attorneys fees
and against all liabilities and losses of any nature or kind,
whatsoever, that the Lender shall or may hereafter sustain, as a result
of the Lender's execution hereof.
6. This Agreement may be executed in counterpart.
IN WITNESS HEREOF, Borrower, Lender, and Guarantors have executed this
Loan Extension Agreement on the date above written.
BORROWER:
TELE DIGITAL DEVELOPMENT, INC.
(a Minnesota corporation)
By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------
XXXXXXX X. XXXXXXX
Its: President
LENDER:
DATA SALES CO., INC.
By:
---------------------------
Its:
--------------------------
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EXHIBIT 10.27.1
STATE OF MINNESOTA )
) ss.
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this 3rd day of
September, 2002, by XXXXXXX X. XXXXXXX, the President of TELE DIGITAL
DEVELOPMENT, INC., a Minnesota corporation, on behalf of the corporation.
/s/ Xxxxxxxxx X. Xxxx
------------------------------------
(NOTARIAL SEAL) Notary Public
STATE OF MINNESOTA )
) ss.
COUNTY OF __________)
The foregoing instrument was acknowledged before me this ____ day of
__________, 2002, by ______________________, the President of DATA SALES CO.,
INC., a Minnesota corporation, on behalf of the corporation.
------------------------------------
(NOTARIAL SEAL) Notary Public
GUARANTORS' CONSENT
The undersigned, all Guarantors under written Guaranties in favor of
Lender guarantying repayment by Borrower of its obligations under the Credit
Facilities (the "GUARANTYS") hereby consent to the Borrower's execution of this
Loan Extension Agreement and Guarantors' Consent (the "LOAN EXTENSION
AGREEMENT") and acknowledge, agree, and represent that their obligations
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under the Guarantys will remain in full force and effect upon and subsequent to
the Borrower's execution of the Loan Extension Agreement.
Dated: 8-29-02 /s/ X.X. Xxxxxxx
--------------------------------- ---------------------------------
XXXXXXX X. XXXXXXX
Dated: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------- ---------------------------------
XXXXXXX X. XXXXXXX
Dated: 8/29/02 /s/ X.X. Xxxxx
--------------------------------- ---------------------------------
Xxxxx Xxxxx
XOX CORPORATION
Dated: By /s/ Xxxxxxx X. Xxxxxxx
--------------------------------- -------------------------------
XXXXXXX X. XXXXXXX
Its President
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