EXHIBIT 4.2
TERMS FOR AMENDMENT OF DECEMBER 19, 1995 DEBENTURE AGREEMENT
1. ASDP III agrees to extend the payment date of all interest and
principal on the Debentures until February 19, 1999.
2. Datamarine agrees to, within 30 days, either (a) execute an
agreement for judgment (and all necessary pleadings and documents
related thereto in form and substance satisfactory to ASDP III) to
be held in escrow by the court or party satisfactory to ASDP III or
(b) enter into a binding and irrevocable agreement to merge NNS and
ICC on the basis of an exchange of stock or on the basis of an
exchange of stock for assets.
3. Concurrent with the payment of the interest and principal on or
before February 19, 1999, Datamarine agrees to issue the full number
of common shares adjusted to the anti-dilution provisions of the
Agreement, except that no anti-dilution will be calculated as a
result of new money raised with debt or equity offerings undertaken
to redeem in their entirety the Debentures and all accrued interest
thereon due ASDP III on or before February 19, 1999. ASDP III
reserves its rights to approve such new debt or equity offerings.
4. Datamarine and "Xxxxxxx" agree to within 30 days (i) release all
collateral (ii) subordinate the Xxxxxxx Debt to ASDP III and (iii)
that no payment shall be made on the Xxxxxxx Debt; provided that up
to a maximum of $300,000 of the Xxxxxxx Debt may be assigned to
third parties subject to the foregoing subordination provisions, and
provided that such assignees become party to the subordination
agreement with ASDP III. Datamarine reaffirms ASDP III's anti-
dilution rights with respect to warrants issued in connection with
the "Xxxxxxx Debt" or any other issue of indebtedness or equity
except as provided under #3 above.
5. Datamarine reaffirms all ASDP III rights under the Debenture
Agreement of December 19, 1995 except as provided under the
provisions of this term sheet under #3 above.
6. Datamarine agrees within 30 days to execute and provide a release of
claims for ASDP III.
7. Datamarine agrees to pay its own and the legal fees and expenses of
ASDP III.
8. Datamarine agrees documents amending the Agreement of December 19,
1995 shall be in form and substance satisfactory to ASDP III as it
pertains to the points of this term sheet. Datamarine further agrees
to ASDP III's interpretation of terms arising from an amendment of
the Agreement of December 19, 1995 pursuant to this term sheet.
9. Datamarine and ASDP III agree that final documentation of the
revised December 19, 1995 Agreement will occur on or before March
31, 1998.
Datamarine International, Inc.
By ___________________________________________
Xxxxx X. Xxxxxxxx CEO
ALTA SUBORDINATION DEBT PARTNERS III, L.P. Dated: February 24, 1998
By: Alta Subordinated Debt Management III, L.P.
Its General Partner
By ____________________________________________
Xxxxxx X. Xxxxxx, General Partner
