Exhibit 10.1(b)
AMENDMENT TO PROMISSORY NOTE
$1,000,000.00 Phoenix, AZ
5.07% Interest March 18, 2002
WHEREAS, Michael Rohleder and his spouse, Roxanne Rohleder (collectively
referred to as "Rohleder") entered into a Promissory Note in the face amount of
One Million Dollars ($1,000,000.00) dated March 9, 2001, the proceeds of which
were used by Rohleder to purchase a home at 8217 N. Coconino Road, Paradise
Valley, Arizona 85253, with Principal and Interest payable to Semiconductor
Components Industries, LLC ("SCI, LLC") (the "Original Note"); and
WHEREAS, Michael Rohleder and SCI, LLC entered into a Termination
Agreement dated as of January 29, 2002 (the "Agreement") requiring the change in
terms of the Original Note as set forth in Section 3 of the Agreement.
NOW THEREFORE, in consideration of the terms and conditions set forth
below, the parties agree as follows:
1. All capitalized terms not defined in this Amendment to Promissory
Note shall have the meaning defined in the Original Note.
2. Other than the changes set forth below, all terms and conditions of
the Original Note shall remain in full force and effect.
3. All Paragraph references made below refer to the paragraph
numbers set forth in the Original Note.
4. Amendments:
A. Paragraph 1 of the Original Note is replaced in its
entirety by the following:
1. Payment/Prepayment.
(a) This Note may be prepaid at any time, in whole or in
part, without penalty or premium. Each partial
prepayment shall be applied first to the Interest and
then to the Principal Amount. This Note is a full
recourse note secured by the Property (as defined in
Section 2 below).
(b) Unless paid sooner, the Principal Amount plus Interest,
shall be due and payable to SCI, LLC as follows:
(i) Notwithstanding Rohleder's termination of
employment, the Loan shall remain outstanding for
the one hundred fifty (150) days immediately
following the Termination Date. On the last day of
such one hundred fifty (150) day period (or the
next
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business day, if the last day of such one-hundred
fifty (150) day period is not a business day), the
entire Principal Amount plus Interest (to the
extent not yet paid) shall become immediately due
and payable.
(ii) Rohleder hereby agrees to execute and deliver any
documents or other materials that SCI, LLC
determines are necessary to evidence the
above-described agreement and to continue without
interruption or impairment of SCI, LLC's security
interest in the Property (as defined in the
Original Note).
B. Subparagraph 5(h) of the Original Note shall be modified so
that the address for notice to Rohleder shall be 8217 N.
Coconino Road, Paradise Valley, Arizona 85253.
/s/ Michael Rohleder
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Michael Rohleder
/s/ Roxanne Rohleder
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Roxanne Rohleder
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