EX-10.3






Exhibit 10.3




AMENDMENT




Dated as of January 27, 2009




to




PROMISSORY NOTES




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 Notes.




          (a) Upon the effectiveness of Section 1 hereof, each reference to the Notes in the Purchase
Agreement and the Subordination Agreements shall mean and be a reference to the Notes as amended
hereby.




          (b) Except as specifically amended above, the Notes and all other documents,
instruments and agreements executed and/or delivered in connection therewith shall remain in full
force and effect and are hereby ratified and confirmed.




 









 








          (c) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver
of any right power or remedy of the Holders, nor constitute a waiver of any provision of the Notes
or any other documents, instruments and agreements executed and/or delivered in connection
therewith.




          4. Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of New York.




          5. Headings. Section headings in this Amendment are included herein for convenience
of reference only and shall not constitute a part of this Amendment for any other purpose.




          6. Counterparts. This Amendment may be executed by one or more of the parties hereto
on any number of separate counterparts, and all of said counterparts taken together shall be
deemed to constitute one and the same instrument.




[Signature Page Follows]




 









 





          IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above
written.




	 	 	 	 	 
	Maker: 	XATA CORPORATION 

 	 
	 	By:  	/s/ Mark Ties
 	 
	 	 	Name:  	Mark Ties 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	Holders: 	PLATINUM EQUITY CAPITAL PARTNERS, L.P. 



PLATINUM EQUITY CAPITAL PARTNERS-A, L.P. 



PLATINUM EQUITY CAPITAL PARTNERS-PF, L.P.






	 	By:  	Platinum Equity Partners, LLC, their general partner
 	 
	 
	 	By:  	Platinum Equity Investment Holdings, LLC,
its senior managing member
 	 
	 
	 	By:  	/s/ Mary Ann Sigler
 	 
	 	 	Name:  	Mary Ann Sigler 	 
	 	 	Title:  	Vice President 	 
	 
	 	

PLATINUM TRANSPORTATION PRINCIPALS, LLC




	 	By:  	Platinum Equity Investment Holdings, LLC,
its senior managing member
 	 
	 
	 	By:  	/s/ Mary Ann Sigler
 	 
	 	 	Name:  	Mary Ann Sigler 	 
	 	 	Title:  	Vice President 	 
	 



[Signature Page to Amendment to Promissory Notes]





 









 








SCHEDULE A




	 	 	 	 	 	 	 	 	 
	 	 	Principal Amount	 	 	Principal Amount of	 
	 	 	of Senior	 	 	Senior Subordinated	 
	 	 	Subordinated	 	 	Convertible	 
	Holder	 	Notes	 	 	Notes	 
	 
	 	 	 	 	 	 	 	 
	Platinum Equity Capital Partners,
L.P.
	 	$	867,921.06	 	 	$	308,921.06	 
	 
	 	 	 	 	 	 	 	 
	Platinum Equity Capital
Partners-A, L.P.
	 	 	238,439.83	 	 	 	84,868.41	 
	 
	 	 	 	 	 	 	 	 
	Platinum Equity Capital
Partners-PF, L.P.
	 	 	162,139.11	 	 	 	57,710.53	 
	 
	 	 	 	 	 	 	 	 
	Platinum Transportation Principals,
LLC
	 	 	206.500.00	 	 	 	73.500.00	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	$	1,475,000.00	 	 	$	525,000.00