Exhibit 10.27.2
AMENDMENT AND EXTENSION AGREEMENT
THIS AMENDMENT AND EXTENSION AGREEMENT (THE "AGREEMENT") is effective
this 31st day of December, 2002, by and between TELE DIGITAL DEVELOPMENT, INC.,
a Minnesota corporation, whose business address is ▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇,
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (hereinafter "Borrower"), and Data Sales Co., Inc., a
Minnesota corporation, whose business address is ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (hereinafter "Lender"). (Borrower and Lender may be
collectively referred to as the "Parties" herein.)
WHEREAS, on May 3, 2002, Borrower entered into a loan transaction with
Lender, pursuant to the terms of a term promissory note dated of even date
therewith (the "Note"), in the principal amount of $1,308,000.00 (the "Loan"),
with a maturity date of August 1, 2002 (the "Maturity Date"), secured by a
Security Agreement executed by Borrower in favor of Lender of even date
therewith (the "Security Agreement"), as well as a Personal Guaranty Agreement
executed by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇ all of even
date therewith (the "Guaranty Agreement"), and a UCC-1 Financing Statement filed
as Document No. 20223962292 in the Office of the Minnesota Secretary of State
(the "UCC"). (The documents noted in this paragraph are incorporated herein by
reference and may be referred to for all terms and conditions and further may be
collectively referred to as, the "Loan Documents"); and
WHEREAS, on or about August 29, 2002, the Borrower requested a further
extension of the Loan Documents from its original Maturity Date to December 31,
2002 (the "Extended Maturity Date"), which Lender granted, pursuant to the Loan
Extension Agreement and Guarantors' Consent (the "Extension Agreement") dated of
approximately August 29, 2002. (The Extension Agreement is incorporated herein
by reference and may be referred to for all terms and conditions); and
WHEREAS, as of the Extended Maturity Date, Borrower is unable to pay
the outstanding and unpaid indebtedness owed by it to Lender and, therefore, has
requested that Lender grant yet another extension to the Extended Maturity Date
to January 31, 2003 (the "Second Extension"), in order to facilitate repayment
of its obligations owed to Lender under the Loan Documents, as extended and
amended; and
WHEREAS, the outstanding and unpaid Loan amount as of the date of this
Agreement is $1,264,162.23, which accrues interest at the rate of 13% per annum,
compounded monthly and payable at Maturity, as extended; and
WHEREAS, as agreed upon by Borrower at commencement of this Loan,
Borrower acknowledges and agrees that there remains outstanding and unpaid a two
percent (2%) origination fee of $26,160.00 (the "Origination Fee"), based on the
principal amount of the Loan, which is due and payable at Maturity, as extended;
and
WHEREAS, as a consideration to Borrower, Lender has agreed to grant to
Borrower the Second Extension, pursuant to the additional rates, fees, terms and
conditions noted herein;
Exhibit 10.27.2
NOW, THEREFORE, in valuable consideration, the entering into of this
Agreement by Lender and Borrower and other valuable consideration, the receipt
and sufficiency thereof being hereby acknowledged, and in consideration of the
mutual covenants herein contained, the Parties hereby agree as follows:
1. Lender shall grant to Borrower the Second Extension pursuant
to acceptance and agreement by Borrower of all terms and
conditions noted herein.
2. Commencing on the Extended Maturity Date, Borrower agrees that
interest shall accrue at the rate of 15% per annum, compounded
monthly, and payable at the Second Extension.
3. Borrower hereby acknowledges and agrees that there remains
outstanding and unpaid the Origination Fee, which Borrower
shall pay to Lender at the Second Extension. In addition to
this Origination Fee, Borrower further agrees to pay to Lender
at the Second Extension, in good and readily available funds,
a two percent (2%) Extension Fee, based on 1% of the
outstanding principal balance as of the date of this
Agreement, and 1% of the outstanding principal balance at the
date of the Second Extension.
4. The Guarantors are fully aware of this Agreement, agree to and
accept its terms, and assert that the Guaranty Agreement is
incorporated herein and remains in full force and effect, and
each Guarantor restates its guaranty to Lender.
5. If the payment of any balance is not made on or before the
Second Extension, default will be deemed to have occurred. In
an event of default, Lender shall commence any and all legal
remedies necessary to cure said default. All costs and
expenses associated in any collection efforts, attorneys'
fees, etc., shall be borne by Borrower.
6. This Agreement shall continue in full force and effect until
full payment of all indebtedness owed by Borrower to Lender
has been paid in full. Upon final payment, this Agreement
shall terminate and be void and of no effect without necessity
for any further instrument.
7. In the event of any conflict between the terms of this
Agreement and the terms of the Loan Documents, as amended and
extended, the terms and provisions of this Agreement shall
govern and control. Except as modified by this Agreement, the
terms, covenants and conditions Loan Documents are
incorporated herein by reference and remain unchanged and
otherwise in full force and effect.
8. This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which
together shall constitute one and the same agreement.
Exhibit 10.27.2
IN WITNESS WHEREOF, the undersigned have executed this AMENDMENT AND
EXTENSION effective as of the date above first written.
AS TO BORROWER: AS TO LENDER:
TELE DIGITAL DEVELOPMENT, INC. DATA SALES CO., INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By:
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
President Vice President
AS TO XOX CORPORATION:
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Dated: 1-15-03
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
President
AS TO GUARANTORS' CONSENT AND ACCEPTANCE:
By: /s/ ▇.▇. ▇▇▇▇▇▇▇ Dated: 1-15-03
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Dated: 1-15-03
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
By: /s/ ▇.▇. ▇▇▇▇▇ Dated: 1-15-03
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▇▇▇▇▇ ▇▇▇▇▇
STATE OF MINNESOTA )
) SS. (Seal)
COUNTY OF HENNEPIN )
This instrument was acknowledged before me this 15 day of January,
2003, by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President of Tele Digital Development, Inc., a
Minnesota corporation, and XOX Corporation, a Minnesota corporation, duly
organized and existing under the laws of the State of Minnesota, and on behalf
of said corporation, and as ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Guarantor.
/s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Notary Public
1-31-05
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Notary Stamp/Expiration
Exhibit 10.27.2
STATE OF MINNESOTA )
) SS.
COUNTY OF HENNEPIN )
This instrument was acknowledged before me this 8th day of January, 2003, by
▇▇▇▇▇▇▇ ▇▇▇▇, Vice President of Data Sales Co., Inc., a corporation duly
organized and existing under the laws of the State of Minnesota, and on behalf
of said corporation.
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Notary Public
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Notary Stamp/Expiration
STATE OF MINNESOTA )
) SS. (Seal)
COUNTY OF HENNEPIN )
This instrument was acknowledged before me this 15 of January, 2003, by ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, known to me personally to be the person described herein, who has set
his hands above and executed this document of his own free act and deed.
/s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Notary Public
1-31-05
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Notary Stamp/Expiration
STATE OF MINNESOTA )
) SS. (Seal)
COUNTY OF HENNEPIN )
This instrument was acknowledged before me this 15 of January, 2003, by ▇▇▇▇▇
▇▇▇▇▇, known to me personally to be the person described herein, who has set his
hands above and executed this document of his own free act and deed.
/s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Notary Public
1-31-05
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Notary Stamp/Expiration