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EXHIBIT 10.1
FIRST AMENDMENT TO
TERM NOTE
This FIRST AMENDMENT TO TERM NOTE (this "Amendment"), dated March 26,
2001, is made and entered into by and between NetRadio Corporation, a Minnesota
corporation (the "Borrower") and Navarre Corporation, a Minnesota corporation
(the "Lender").
WHEREAS, on October 14, 1999, the Borrower issued a Term Note to Lender
in the principal sum of Nine Million Five Hundred Ninety-Six Thousand Eight
Hundred Twenty-Seven and 00/100 Dollars ($9,596,827.00) (the "Term Note").
WHEREAS, Lender has agreed to forgive the repayment of Five Million
Five Hundred Thousand and 00/100 Dollars ($5,500,000) of the principal amount of
the Term Note in exchange for the Borrower's prepayment of One Million Dollars
($1,000,000) of the principal amount of the Term Note concurrently herewith.
WHEREAS, the Borrower is prepared to make a prepayment of the principal
amount of the Term Note in the amount of One Million Dollars ($1,000,000) to the
Lender concurrently herewith.
WHEREAS, the parties hereto desire to amend the Term Note in order to
reflect the foregoing in accordance with the terms and conditions hereof.
NOW, THEREFORE, in consideration of these premises, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Amendment. As of the date hereof, the phrase "the principal sum of
NINE MILLION FIVE HUNDRED NINETY-SIX THOUSAND EIGHT HUNDRED TWENTY-SEVEN AND
00/100 DOLLARS ($9,596,827.00)" set forth in Section 1 of the Term Note shall be
amended and restated to read "the principal sum of THREE MILLION NINETY-SIX
THOUSAND EIGHT HUNDRED TWENTY-SEVEN AND 00/100 DOLLARS ($3,096,827.00)." From
and after the date hereof, all references in the Term Note, for purposes of
interest calculation and all other purposes, to the "principal balance" shall be
deemed to mean the amended and restated principal amount of the Term Note under
this Amendment.
2. Affirmation of Term Note, Further References. Lender and Borrower
each acknowledge and affirm that the Term Note, as hereby amended, is hereby
ratified and confirmed in all respects and all terms, conditions and provisions
of the Term Note, except as amended by this Amendment, shall remain unmodified
and in full force and effect. All references in any document or instrument to
the Term Note are hereby amended and shall refer to the Term Note as amended by
this Amendment.
3. Governing Law. The internal law, without regard to conflicts of laws
principles, of the State of Minnesota will govern all questions concerning the
construction, validity and interpretation of this Amendment.
4. Counterparts. This Amendment may be executed in one or more
counterparts, any one of which need not contain the signatures of more than one
party, but all such counterparts taken together will constitute one and the same
instrument.
5. Defined Terms. Capitalized terms used herein but not defined herein
shall have the meaning ascribed to them in the Term Note.
6. Merger and Integration, Superseding Effect. This Amendment, from and
after the date hereof, embodies the entire agreement and understanding between
the parties hereto and supersedes and has merged into this Amendment all prior
oral and written agreements on the same subjects by and between the parties
hereto with the effect that this Amendment, shall control with respect to the
specific subjects hereof and thereof.
First Amendment to Term Note
Execution Copy
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the day and year first above written.
NETRADIO CORPORATION
By /s/ Xxxxxxx Xxxx
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Name: Xxxxxxx Xxxx
Title: CFO
NAVARRE CORPORATION
By /s/ Xxxx Xxxxxxx
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Name: Xxxx Xxxxxxx
Title: President
First Amendment to Term Note
Execution Copy
