Exhibit 10.14
This Agreement is made and entered into as of this 6th day of January 2017, by and between G. S. Beckwith Gilbert, of 35 Vista Drive, Greenwich, CT 06830 ("Lender"), and PASSUR Aerospace, Inc. (formerly MEGADATA CORPORATION), a New York corporation, with a principal place of business at One Landmark Square, Suite 1900, Stamford, CT 06901 ("Borrower" or "PASSUR Aerospace"):
WHEREAS, Lender and PASSUR Aerospace desire to modify certain terms and conditions of the debt extension agreement that was signed on January 20, 2016 that extended the original note to November 1, 2017 (the "Second Replacement Note"), as of the date of this Agreement and issue a third replacement promissory note (the "Third Replacement Note") in exchange for the Second Replacement Note and other value received upon the terms and conditions set forth herein (the "Exchange"); and
WHEREAS, the total principal amount due and owing under the promissory note as of January 6, 2017 is $2,700,000;
NOW, THEREFORE, in consideration of the foregoing and the agreements contained herein, the parties hereby agree as follows:
1. MODIFICATION OF PREVIOUS NOTES:
The Second Replacement Note shall be exchanged for the Third Replacement Note as set forth herein. Notwithstanding the foregoing, after the effectiveness of the Exchange, PASSUR Aerospace and the Lender agree that PASSUR Aerospace shall pay to Lender all of the accrued interest as of the date hereof under the Second Replacement Note, which is equal to $30,150, at the time of the issuance of the Third Replacement Note.
2. ISSUANCE AND TERMS OF THIRD REPLACEMENT NOTE; THE EXCHANGE:
For value received, on the date hereof, PASSUR Aerospace shall issue the Third Replacement Note to Lender in the aggregate principal amount of $2,700,000 in exchange for the Second Replacement Note. The Third Replacement Note will be in the form attached as Exhibit A hereto and will have the following terms:
(a) |
(c) | PREPAYMENT TERMS. The Third Replacement Note or any New Replacement Note plus accrued interest may be prepaid in full at anytime without penalty. |
(d) | SECURITY INTEREST: The security interest previously conveyed to lender shall continue in full force and effect as an integral part of the Third Replacement Note, as described in section (b) of the Third Replacement Note. |
3. MISCELLANEOUS.
(a) |
(b) |
(c) |
(d) |
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year written above.
PASSUR Aerospace, Inc.
One Landmark square, Suite 1900
One Landmark square, Suite 1900
Stamford, CT 06901
By: /s/Louis J. Petrucelly
Name: Louis J. Petrucelly
Title: Chief Financial Officer
Name: Louis J. Petrucelly
Title: Chief Financial Officer
LENDER
G.S. Beckwith Gilbert
35 Vista Drive
Greenwich, CT 06830
G.S. Beckwith Gilbert
35 Vista Drive
Greenwich, CT 06830
By: /s/G.S. Beckwith Gilbert
Name: G.S. Beckwith Gilbert
Name: G.S. Beckwith Gilbert