Message: Form 8-K for E DIGITAL CORP] Entry into a Material Definitive Agreement, Creatio
It looks we owe total $450,000 loan by june 2009. Hopefully we will pay off those by collecting from settlements.
EXHIBIT 99.1
LOAN EXTENSION AGREEMENT
This Loan Extension Agreement is dated as of this 31st day of December 2008, by and between ASI Technology Corporation , a Nevada Corporation with a place of business at 980 American Pacific Dr., Ste. 111, Henderson, Nevada, 89114 (the “Lender”), E.Digital Corporation , a Delaware corporation with an office at 16770 West Bernardo Drive, San Diego, California, 92127 (the “Borrower”), in consideration of the mutual covenants contained herein and the benefits to be derived herefrom.
W I T N E S S E T H:
WHEREAS , the Lender and the Borrower have entered into a certain loan arrangement (the “Loan Arrangement”), which Loan Arrangement is evidenced by, among other documents and instruments, a certain Promissory Note dated as of December 23, 2007 made by the Borrower payable to the Lender in the original principal amount of $450,000.00 (the “Note”); and
WHEREAS , the Borrower has requested that the Lender extend the maturity date of the Note as set forth herein and the Lender has agreed to do so upon the terms and conditions set forth herein.
NOW, THEREFORE , it is agreed by and between the Lender and the Borrower as follows:
1. The Lender and the Borrower hereby agree that the maturity date of the Note is extended from December 23, 2008 to June 23, 2009. Until the Maturity Date, the Borrower shall continue to pay, as and when due, all unpaid interest required pursuant to the terms of the Loan Agreement and the Note.
2. The Lender and Borrower acknowledge and agree that, as of the date herein, the outstanding principal balance due under the Note is $300,000.00 after principal payments of $150,000.00.
3. Upon the execution hereof, the Borrower shall pay to the Lender an extension fee of $3,000.00, in addition to all fees and expenses incurred by the Lender in connection with the Loan Arrangement. The Borrower may at its election pay the extension fee by delivery of 28,517 restricted shares (“ Restricted Shares ”) of the common stock, $.001 par value of the Borrower with a deemed value of $0.1052 per share (which is the average closing price of the common stock for the five trading days immediately preceding December 23, 2008).
4. Provided no Default or Event of Default shall then be in existence, the Lender shall extend the Maturity Date for an additional period through June 23, 2009, upon the satisfaction of the following conditions:
4.1 Payment by the Borrower of an extension fee equal to 100 basis points of the outstanding balance of the Note as of December 31, 2008 as described above; and
4.2 The Borrower provides written notice to the Lender of its request for an extension of the Maturity Date no later than December 31, 2008.
6. The Borrower acknowledges and agrees that any and all collateral granted by the Borrower or any other party to secure the obligations of the Borrower under the Note and the Loan Agreement shall remain in full force and effect and shall continue to secure the obligations of the Borrower to the Lender.
7. It is intended that this Extension Agreement take effect as an instrument under the seal of the laws of the State of Nevada. This Extension Agreement constitutes the entire agreement of the parties with respect to the matters set forth herein and shall not be modified by any prior oral or written discussions.
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