AMENDMENT NO. 1 TO
PROMISSORY NOTE
THIS AMENDMENT, is made as of the 15th day of March, 1999, by and between
Destron Fearing Corporation, a Delaware corporation (the "Maker"), and Data
Sales Co., Inc., a Minnesota corporation ("Holder"), as assignee of Raytheon
Marine Company ("Raytheon").
WITNESSETH:
WHEREAS, the Maker previously executed and delivered to Xxxxxx Microelectronics
Europa Espana S.A. ("Xxxxxx") that certain Promissory Note (the "Xxxxxx Note")
dated as of June 1, 1997 in the original principal amount of $4,290,562.00 and
payable to the order of Xxxxxx, a copy of which is attached hereto as EXHIBIT A;
WHEREAS, Raytheon acquired all right, title and interest of Xxxxxx in the Xxxxxx
Note when Raytheon acquired Xxxxxx' assets;
WHEREAS, on the date hereof, Raytheon assigned to the Holder the Xxxxxx Note and
all of Raytheon's right, title and interest in and to the Xxxxxx Note; and
WHEREAS, in consideration of, among other things, the issuance by the Maker to
the Holder on the date hereof of warrants to purchase 275,000 shares of the
Maker's $0.01 per share par value common stock, the Maker and the Holder have
agreed to amend the Xxxxxx Note as hereinafter provided.
NOW, THEREFORE, in consideration of the foregoing premises, and further in
consideration of the mutual promises herein contained, the receipt and
sufficiency of which are hereby acknowledged, the Maker and the Holder hereby
agree to amend the Xxxxxx Note as follows:
1. The first sentence in the first paragraph of the Xxxxxx Note is hereby
deleted in its entirety and is replaced and superseded by the following
sentence:
FOR VALUE RECEIVED, the undersigned, Destron Fearing Corporation, a
Delaware corporation ("Maker"), promises to pay to Data Sales Co.,
Inc. ("Holder"), the principal amount of One Million Five Hundred
Twenty-Eight Thousand Seven Hundred Eighty-One and 00/100 U.S. Dollars
(U.S. $1,528,781.00), with interest from March 1, 1999 on the unpaid
principal balance hereunder accruing at the rate of 9.25% per annum.
This Note shall be payable in monthly installments of Fifty Thousand
and 00/100 U.S. Dollars (U.S. $50,000.00), with the first installment
of interest and principal due on March 31, 1999, and continuing on the
last day of each calendar month until the amounts evidenced by this
Note are paid in full.
2. The dollar amount of "$4,290,562.00," wherever such amount appears in the
Xxxxxx Note and whether such amount appears in numbers or words, is hereby
changed to "$1,528,781.00."
3. The second paragraph of the Xxxxxx Note, beginning with "This Note arises
from a debt owing on the sale of industrial property . . .," is hereby
deleted in its entirety.
4. The third sentence in what was the third paragraph of the Xxxxxx Note,
beginning with "All amounts due hereunder shall be payable without defense,
set off or counterclaim . . .," is hereby deleted in its entirety and is
replaced and superseded by the following sentence:
All amounts due hereunder shall be payable without defense, set off or
counterclaim, in lawful money of the United States of America, by
check make payable to the Holder and sent by the Maker to the Holder
at 0000 Xxxxxxxxxx Xxxxxxx, Xxxxxxxxxx, Xxxxxxxxx 00000, or in such
other manner or at such other place as Holder or any holder hereof
shall designate in writing for such purpose from time to time.
5. What was the fourth paragraph of the Xxxxxx Note, beginning with "The
foregoing notwithstanding, to the extent permitted by Maker's existing Loan
and Security Agreement with Coast Business Credit-Registered Trademark-
("Senior Lender") any and all amounts received by Maker . . .," is hereby
deleted in its entirety.
6. What was the fifth paragraph of the Xxxxxx Note, beginning with "At the end
of each calendar quarter commencing with the quarter ending December 31,
1997, to the extent Maker is in compliance with the Senior Lender's payment
schedule . . . ," is hereby deleted in its entirety.
7. The portion of the first sentence of what was the eighth paragraph of the
Xxxxxx Note, consisting of "Upon the occurrence that Maker should be found
in default as stated under Senior Lender's Events of Default (Exhibit B),"
is hereby deleted in its entirety and is replaced and superseded by the
following:
Upon the occurrence that Maker should be found in default as
stated under the Events of Default of Coast Business
Credit-Registered Trademark- ("Senior Lender") (Exhibit B),
8. The second sentence of what was the ninth paragraph of the Xxxxxx Note,
beginning with "At all times while this Note is outstanding, Maker will
provide the Holder and a copy to its parent, Xxxxxx Electronic Corporation
. . .," is hereby deleted in its entirety and is replaced and superseded by
the following:
At all times while this Note is outstanding, Maker will provide
the Holder its Form 10-Q quarterly filings and Form 10-K annual
filing with the Securities and Exchange Commission ("SEC")
simultaneously with making its filing with the SEC.
9. What was the tenth paragraph of the Xxxxxx Note, beginning with "Maker
convenants to deliver to Holder, to the attention of Xx. Xxxxx Xxxx, on or
before June 30, 1997, a letter or letters from Maker's outside legal
counsel . . .," is hereby deleted in its entirety. What was the eleventh
paragraph of the Xxxxxx Note, beginning with "Maker covenants to deliver to
Holder, to the attention of Xx. Xxxxx Xxxx, within ninety (90) days after
the end of each of Maker's fiscal years . . .," is hereby deleted in its
entirety.
10. What was the twentieth paragraph of the Note, beginning with "Notices to
the Holder required in the terms of this Note shall be provided . . .," is
hereby deleted in its entirety and is replaced and superseded by the
following sentence:
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Notices to the Holder required in the terms of this Note shall be
provided to the Holder at 0000 Xxxxxxxxxx Xxxxxxx, Xxxxxxxxxx,
Xxxxxxxxx 00000.
11. Exhibit A and Exhibit C to the Xxxxxx Note are hereby deleted in their
entirety.
12. To the extent of any conflict between the paragraph numbers of the Xxxxxx
Note, or what were the paragraph numbers of the Xxxxxx Note, and the
portions of the Xxxxxx Note quoted herein, the quoted portions of the
Xxxxxx Note shall govern.
13. Except as expressly amended hereby, the Xxxxxx Note shall remain in full
force and effect in accordance with its original terms.
IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to Promissory
Note to be executed as of the date and year first above written.
MAKER:
Destron Fearing Corporation
By: /s/ Xxxxxxxx X. Xxxxxxxx
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Xxxxxxxx X. Xxxxxxxx
Its: President and Chief Executive Officer
HOLDER:
Data Sales Co., Inc.
By: /s/ X. X. Xxxxxxxx
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Xxxxxx Xxxxxxxx
Its: President
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Title Typed or Printed
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