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Exhibit 10.25
MODIFICATION, RENEWAL AND EXTENSION OF
NOTE AND SECURITY AGREEMENT
STATE OF TEXAS )
) KNOWN ALL PERSONS BY THESE PRESENTS:
COUNTY OF DALLAS )
THIS MODIFICATION, RENEWAL AND EXTENSION OF NOTE AND SECURITY AGREEMENT
(this "MODIFICATION") is made and entered into by and between MIGRATEC, INC.
("MAKER") and BEM CAPITAL PARTNERS, L.P. ("PAYEE").
WITNESSETH:
WHEREAS, Maker executed that certain Promissory Note (as subsequently
modified, renewed and extended, the "NOTE") in the original principal amount of
$100,000.00, dated December 4, 1998, payable to the order of MJ Capital Partners
III, L.P., and subsequently assigned to the Payee, which Note was secured by the
liens created by that certain Security Agreement, dated the same date as the
Note (as subsequently modified, renewed and extended, the "SECURITY AGREEMENT"),
securing collateral which is more particularly described in said Security
Agreement.
WHEREAS, Maker desires to extend, amend and modify the Note and
Security Agreement, as provided herein, and Payee is agreeable to same, subject
to the terms and conditions set forth herein.
NOW, THEREFORE, for and in consideration of the foregoing premises and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged and confessed, it is hereby agreed as follows:
1. The outstanding balance of the Note as of January 26, 2001 is
$250,000.00.
2. Interest on the Note shall accrue at a rate equal to fifteen percent
(15%) per annum until paid in full.
3. The Note shall be due and payable as follows: (i) payments of only
interest accrued on the Note shall be payable in arrears of the first day of
every month for the first three (3) months following the date of this
Modification commencing on March 1, 2001; and (ii) twelve (12) approximately
equal payments of principal and interest shall be payable on the first day of
every month thereafter.
4. This Modification shall be binding upon and shall inure to the
benefit of, the parties hereto and their respective heirs, representatives,
successors and assigns.
5. This Modification is executed in modification, renewal and extension
of (a) the indebtedness evidenced by the Note, and (b) the Security Agreement,
and not in replacement or extinguishment thereof.
6. In all other respects, the terms and provisions of the Note and
Security Agreement shall remain unchanged and said instruments, as modified,
extended, supplemented and amended
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hereby, are ratified, adopted and confirmed in all respects by Maker and Payee
and shall continue in full force and effect in accordance with their terms,
conditions and provisions thereof, as modified, extended, supplemented and
amended hereby.
7. All agreements between Maker and Payee are expressly limited so that
in no contingency or event whatsoever whether by reason of advancement of the
proceeds of the Note, acceleration of maturity of the unpaid principal balance
of the Note, or otherwise, shall the amount paid or agreed to be paid to the
Payee for the use, forbearance or detention of the money exceed the maximum
legal rate. If, from any circumstance whatsoever, fulfillment of any provision
hereof or any other document or instrument evidencing, accruing or relating to
the indebtedness evidenced by the Note shall, at the time fulfillment of such
provision be due, involve transcending the limit of validity prescribed by law
which a court of competent jurisdiction may deem applicable hereto, ipso facto,
the obligation to be fulfilled shall be reduced to the limit of such validity,
and if from any circumstance the Payee shall ever receive as interest an amount
which would exceed the maximum legal rate, such amount shall (a) be applied to
the reduction of the unpaid principal balance due under the Note, and not to the
payment of interest or (b) be refunded to Maker. All sums paid or agreed to be
paid to the Payee for the use, forbearance, or detention of the indebtedness of
Maker to Payee shall, to the extent permitted by applicable law, be amortized,
prorated, allocated and spread throughout the full term of such indebtedness as
uniform throughout its term. If any provision of the Note or the Security
Agreement, or the application thereof to any party or circumstance, is held to
be invalid, the remainder of the Note, and the application of such provision to
other parties or circumstances, shall not be affected thereby, the provisions of
the Note and the Security Agreement being severable in any such instance. This
provision shall control every other provision of all agreements between Maker
and Payee with respect to the indebtedness created by the Note.
8. In connection herewith, Maker agrees to pay up to a maximum of
$2,000 in actual legal expenses incurred by Payee in connection with this
Modification and a commitment fee equal to 2% of the principal amount of the
Note as of the date hereof to Payee.
EXECUTED this 26th day of January, 2001.
MAKER:
MIGRATEC, INC.
By: /s/ X. Xxxxxx Xxxxxxxxx
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X. Xxxxxx Brechbuhl,
President and Chief Financial Officer
