Dated as of January 27,
2009
Dated as of January 31,
2008
THIS
AMENDMENT (“Amendment”) is made as of January ___, 2009
by and among XATA CORPORATION, a Minnesota corporation (the
“Maker”), and each of the holders set forth below (the
“Holders”) of the Notes (as hereinafter defined).
Defined terms used herein and not otherwise defined herein shall
have the respective meanings given to them in the Notes.
WHEREAS,
the Maker has issued to the Holders (i) its Senior
Subordinated Promissory Notes dated January 31, 2008 in the
aggregate principal amount of $1,475,000, with interest thereon,
and (ii) its Senior Subordinated Convertible Promissory Notes
dated January 31, 2008 in the aggregate principal amount of
$525,000, with interest thereon, all as more fully set forth on
Schedule A hereto (each a “Note” and collectively,
the “Notes”): and
WHEREAS,
the Maker and the Holders have agreed to extend the Maturity Date
of the Notes from January 31, 2009 to February 18, 2009
on the terms and conditions set forth herein.
NOW,
THEREFORE, in consideration of the premises set forth above, the
terms and conditions contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the Maker and the Holders agree as
follows:
1.
Amendments to Notes . The Notes are hereby amended deleting
the date “January 31, 2009” is the first
unnumbered paragraph of the Notes and inserting
“February 18, 2009” in lieu thereof.
2.
Representations and Warranties of the Maker . The Maker
hereby represents and warrants that this Amendment and the Notes as
amended hereby constitute legal, valid and binding obligations of
the Maker and are enforceable against the Maker in accordance with
their terms.
3.
Reference to and Effect on the Note
