SECOND PROMISSORY NOTE EXTENSION
Englewood, Colorado
March 26, 1997
THIS SECOND PROMISSORY NOTE EXTENSION is made effective the 26th day of
March, 1997 by and between PROFLIGHT MEDICAL RESPONSE, INC., a Colorado
corporation formerly known as PROFLIGHT, INC. ('Proflight') whose address is
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇ Three, L.L.C.
(which is hereinafter referred to, together with each subsequent holder of this
note, as 'Holder') whose address is ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
RECITALS:
1. Proflight Medical Response, Inc. is the successor of Proflight, Inc. and all
prior Agreements entered into by ▇▇▇▇ Three, L.L.C. and Proflight, Inc. are
enforceable by and against Proflight Medical Response, Inc.
2. For value received, Proflight executed a Promissory Note in the Principal sum
of One Hundred Thousand Dollars ($100,000.00) (hereafter, the 'Second
Promissory Note') payable to ▇▇▇▇ Three, LLC, or Holder, on May 20, 1996
calling for monthly payments of interest only calculated at three percent
(3%) greater than the prime lending rate at Norwest Banks on the first
business day of each month, with the final payment of principal and interest
due on May 20, 1997. (The Second Promissory Note is attached hereto as
Exhibit 1).
3. The Parties wish to modify the terms of the Promissory Note as hereinafter
set forth.
NOW THEREFORE, in consideration of their mutual promises, the sufficiency
of which is hereby acknowledged, the parties agree as follows:
1. The due date for final payment of the entire principal balance of
One Hundred Thousand Dollars ($100,000.00) and accrued interest
shall be extended to September 30, 1998.
2. Monthly payments of interest only at the rate of twelve percent
(12%) per annum shall be due and payable on the twentieth (20th)
day of each month and shall be calculated at the new interest
rate from the effective date of this Second Promissory Note
Extension.
3. All other terms and conditions of the Second Promissory Note shall
remain the same as stated therein.
4. As inducement for the extension of the due date of the aforesaid
Promissory Note, Proflight agrees to deliver to ▇▇▇▇ Three, LLC an
option to purchase Twelve Thousand Five Hundred (12,500) Shares of
Proflight common stock at the Initial Public Offering price, if and
when Proflight makes an Initial Public Offering. The Stock Option
Agreement even dated herewith sets forth with particularity the
terms and conditions thereof.
5. By his signature hereon, the authorized representative of
Proflight, Inc. hereby acknowledges and reaffirms the Aircraft
Security Agreement, Security Agreement and Financing Statement
executed by Proflight as security for the Second Promissory Note.
(The Aircraft Security Agreement, Security Agreement and Financing
Statement executed by Proflight as security for the Second
Promissory Note are attached hereto as Exhibits 2.3 and 4
respectively.)
EXECUTED this 26th day of March, 1997.
Maker:
PROFLIGHT MEDICAL RESPONSE, INC.,
a Colorado corporation, formerly known as
PROFLIGHT, INC.
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ President
By: .................................
Title
Holder:
▇▇▇▇ THREE, L.L.C., a Colorado Limited
Liability Company
[SIGNATURE ILLEGIBLE] Manager
By: .................................
Title
-2-