EXHIBIT 10.18
MODIFICATION TO PROMISSORY NOTE
WHEREAS, Global Election Systems, Inc. ("BORROWER") has executed a
promissory note dated July 19, 2000, payable to the order of Hibernia National
Bank ("BANK"), in the original principal amount of $5,000,000.00, bearing
interest at the initial rate of 9.50%, and having a final maturity of July 18,
2001 (the "NOTE"); and
WHEREAS, Borrower and Bank desire to extend the maturity date of the Note,
modify the principal amount of the Note and the interest rate thereof; and they
agree as follows:
AGREEMENT
1. The Note is hereby modified so that as of July 18, 2001, the principal
amount of the Note and the principal amount payable by Borrower as set forth in
the "PROMISE TO PAY" section of the Note is decreased to $3,000,000.00.
2. The Note is hereby modified so that the maturity date is extended until
October 31, 2001. Borrower must continue to pay monthly installments of accrued
interest on the 19th of each month during the extended term. Therefore, all
amounts owed under the Note are due and owing on October 31, 2001.
3. The Note is hereby modified so that as of July 18, 2001, the unpaid
principal balance of the Note shall bear interest on a variable rate basis at
the rate per annum equal to 4.00 percentage points over the Index, as the Index
may be adjusted from time to time as set forth in the Note.
4. Except as expressly modified herein, all terms and provisions of the
Note and of all other documents securing, or evidencing the obligations under
or related to the Note, are hereby ratified and confirmed, and shall remain in
full force and effect. Borrower represents and warrants that Borrower has no
defense, offset, compensation, counterclaim or reconventional demand with
respect to the Note.
5. RELEASE OF LIABILITY. XXXXXXXX ACKNOWLEDGES THAT THIS NOTE REPRESENTS A
RENEWAL OF AN EXISTING DEBT OWED TO BANK. IN CONSIDERATION OF BANK'S CONSENT TO
SUCH RENEWAL, UPON THE TERMS SET FORTH HEREIN, XXXXXXXX HEREBY AGREES THAT ALL
DISPUTES AND CLAIMS WHATSOEVER OF ANY KIND OR NATURE WHICH BORROWER PRESENTLY
HAS OR PRESENTLY MAY HAVE AGAINST BANK, WHETHER PRESENTLY KNOWN OR UNKNOWN,
WHICH XXXXXXXX COULD HAVE ASSERTED AGAINST BANK ARE FULLY AND FINALLY RELEASED,
COMPROMISED AND SETTLED, BORROWER, INDIVIDUALLY AND FOR ITSELF, ITS SUCCESSORS
IN INTEREST AND ASSIGNS, DOES HEREBY EXPRESSLY RELEASE AND FOREVER RELIEVE,
DISCHARGE AND GRANT FULL ACQUITTANCE TO BANK FOR AND FROM ANY AND ALL CAUSES OF
ACTION, SUITS, CLAIMS, DEBTS, OBLIGATIONS OR LIABILITIES OF ANY NATURE
WHATSOEVER, KNOWN OR UNKNOWN, ALLEGED OR NOT ALLEGED, WHICH XXXXXXXX HAS OR MAY
HAVE AGAINST BANK, ITS AGENTS, OFFICERS, EMPLOYEES, DIRECTORS AND SHAREHOLDERS
AS OF THE DATE HEREOF. THIS RELEASE SHALL BE CONSTRUED TO HAVE THE BROADEST
POSSIBLE SCOPE.
EXECUTED this 31st day of August, 2001.
BANK: HIBERNIA NATIONAL BANK
By: /s/ XXXXXX X. XXXXXXXX
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Xxxxxx X. Xxxxxxxx, Senior Vice President
BORROWER: GLOBAL ELECTION SYSTEMS, INC.
By: /s/ XXXXXX XXXXXXXXX
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Xxxxxx Xxxxxxxxx, President
