FIRST PROMISSORY NOTE EXTENSION
Englewood, Colorado
March 26, 1997
THIS FIRST 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
00000 Xxxx Xxxxxxx Xxxxx Xxxx, Xxxxxxxxx, Xxxxxxxx 00000 and Xxxx Three, L.L.C.
(which is hereinafter referred to, together with each subsequent holder of this
note, as 'Holder') whose address is 0000 Xxxxx Xxxxxxxxx Xxxxxx, Xxxxxxxx,
Xxxxxxxx 00000.
RECITALS:
1. Proflight Medical Response, Inc. is the successor of Proflight, Inc. and all
prior Agreements entered into by Xxxx 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 Two Hundred Twenty Thousand Dollars ($220,000.00) payable to Xxxx Three,
L.L.C., or Holder, on March 17, 1995 (hereafter, the 'First Promissory Note')
calling for monthly payments of interest only at eleven percent per annum,
with a first payment of Principal in the amount of Twenty Two Thousand
Dollars ($22,000.00) plus accrued interest due and payable on March 17, 1996;
a second payment of Principal in the amount of Forty Four Thousand Dollars
($44,000.00) plus accrued interest due and payable on March 17, 1997; and a
final payment of Principal in the amount of One Hundred Fifty Four Thousand
Dollars ($154,000.00) plus accrued interest due and payable on March 17,
1998. (The First Promissory Note is attached as Exhibit 1).
3. The remaining Principal Balance on the First Promissory Note is One Hundred
Ninety-Eight Thousand Dollars ($198,000.00).
4. 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 Ninety Eight Thousand Dollars ($198,000.00) and accrued
interest shall be extended to September 30, 1998.
2. Monthly payments of interest only at the rate of eleven percent
(11%) per annum shall continue to be due and payable on the
seventeenth (17th) day of each month, with the next payment due on
March 17, 1997.
3. All other terms and conditions of the First 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 Xxxx Three, L.L.C.
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 First Promissory Note.
(The Aircraft Security Agreement, Security Agreement and Financing
Statement executed by Proflight as security for the First
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.
XXXXX X. XXXXXXXXX President
By: .................................
Title
Holder:
XXXX THREE, L.L.C., a Colorado Limited
Liability Company
[SIGNATURE ILLEGIBLE] Manager
By: .................................
Title
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