-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SR3DqkJLLOMy/JSSyY6xTboos8Tylpn6CgVKxfC2WRPYSe7pdqlCfVEslF9fSjQv /Ba6lkGwXReBVmv6h8RpEA== /in/edgar/work/0000912057-00-048151/0000912057-00-048151.txt : 20001110 0000912057-00-048151.hdr.sgml : 20001110 ACCESSION NUMBER: 0000912057-00-048151 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20001109 GROUP MEMBERS: DEERE & CO GROUP MEMBERS: JOHN DEERE SPECIAL TECHNOLOGIES GROUP, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: XATA CORP /MN/ CENTRAL INDEX KEY: 0000854398 STANDARD INDUSTRIAL CLASSIFICATION: [3571 ] IRS NUMBER: 411641815 STATE OF INCORPORATION: MN FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-52449 FILM NUMBER: 757039 BUSINESS ADDRESS: STREET 1: 151 E CLIFF RD STE 10 CITY: BURNSVILLE STATE: MN ZIP: 55337 BUSINESS PHONE: 6128943680 MAIL ADDRESS: STREET 1: 151 E CLIFF RD STE 10 CITY: BURNSVILLE STATE: MN ZIP: 55337 FORMER COMPANY: FORMER CONFORMED NAME: NORTHWEST ACQUISITIONS INC/MN/ DATE OF NAME CHANGE: 19911209 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DEERE & CO CENTRAL INDEX KEY: 0000315189 STANDARD INDUSTRIAL CLASSIFICATION: [3523 ] IRS NUMBER: 362382580 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE JOHN DEERE PLACE CITY: MOLINE STATE: IL ZIP: 61265-8098 BUSINESS PHONE: 3097658000 MAIL ADDRESS: STREET 1: ONE JOHN DEERE PLACE CITY: MOLINE STATE: IL ZIP: 61265-8098 SC 13D/A 1 a2030026zsc13da.txt SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 -------------- SCHEDULE 13D (RULE 13d-101) (AMENDMENT NO. 1)* INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a) XATA CORPORATION ---------------- (Name of Issuer) COMMON STOCK, $.01 PAR VALUE PER SHARE -------------------------------------- (Title of Class of Securities) 983882 30 9 ----------- (CUSIP Number) JAMES E. HEERIN JOHN DEERE SPECIAL TECHNOLOGIES GROUP, INC. 300 GRIMES BRIDGE ROAD ROSWELL, GEORGIA 30075 ------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) OCTOBER 31, 2000 ---------------- (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box. / / NOTE. Six copies of this statement, including exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 6 Pages) - ----------- *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1034 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, SEE the NOTES). - ------------------------------ ----------------------------- CUSIP No. 983882 30 9 13D Page 2 of 6 Pages - ----------------------------- ----------------------------- - ---------- --------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) JOHN DEERE SPECIAL TECHNOLOGIES GROUP, INC. - ---------- --------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/1 (b) / /2 - ---------- --------------------------------------------------------------------- 3 SEC USE ONLY - ---------- --------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - ---------- --------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / /3 - ---------- --------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - ---------------------------------------- ------ -------------------------------- NUMBER OF SHARES BENE- 7 SOLE VOTING POWER FICIALLY OWNED BY EACH REPORTING PERSON WITH 830,000 ------ -------------------------------- 8 SHARED VOTING POWER ------ -------------------------------- 9 SOLE DISPOSITIVE POWER 830,000 ------ -------------------------------- 10 SHARED DISPOSITIVE POWER - ---------- --------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 830,000 - ---------- --------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [GRAPHIC OMITTED] / /4 - ---------- --------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.87% - ---------- --------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS - ------------------------------- --------------------------- CUSIP No. 983882 30 9 13D Page 3 of 6 Pages - ------------------------------- --------------------------- - ---------- --------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) DEERE & COMPANY - ---------- --------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/5 (b) / /6 - ---------- --------------------------------------------------------------------- 3 SEC USE ONLY - ---------- --------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - ---------- --------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / /7 - ---------- --------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - ---------------------------------------- ------ -------------------------------- NUMBER OF SHARES BENE- 7 SOLE VOTING POWER FICIALLY OWNED BY EACH REPORTING PERSON WITH 830,000(1) ------ -------------------------------- 8 SHARED VOTING POWER ------ -------------------------------- 9 SOLE DISPOSITIVE POWER 830,000(1) ------ -------------------------------- 10 SHARED DISPOSITIVE POWER - ---------- --------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 830,000(1) - ---------- --------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [GRAPHIC OMITTED] / /8 - ---------- --------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.87% - ---------- --------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- (1) CONSISTS OF 830,000 SHARES OWNED BY JOHN DEERE SPECIAL TECHNOLOGIES GROUP, INC., A WHOLLY-OWNED SUBSIDIARY OF DEERE & COMPANY. *SEE INSTRUCTIONS - -------------------------------- -------------------------- CUSIP No. 983882 30 9 13D Page 4 of 6 Pages - -------------------------------- -------------------------- This Amendment No. 1 (this "Amendment") amends and supplements the Schedule 13D filed jointly on September 11, 2000 by John Deere Special Technologies Group, Inc., a Delaware corporation ("JDSTG"), and Deere & Company, a Delaware corporation ("Deere"), with respect to common stock, $.01 par value (the "Common Stock") of XATA Corporation, a Minnesota corporation (the "Issuer"). All capitalized terms used in this Amendment and not otherwise defined herein have the meaning ascribed to such terms in the Schedule 13D. ITEM 4. PURPOSE OF TRANSACTION. Item 4 of the Schedule 13D is hereby amended and restated in its entirety to read as follows: JDSTG purchased its equity interest in the Issuer as a strategic investment in onboard technology for the transportation industry. Pursuant to a Stock Purchase Agreement dated as of August 30, 2000, by and between JDSTG and the Issuer (the "Stock Purchase Agreement"), as amended by Amendment No. 1 to Stock Purchase Agreement dated as of October 31, 2000, by and between JDSTG and the Issuer (the "Amendment to Stock Purchase Agreement"), JDSTG purchased 630,000 newly issued shares of Common Stock. Pursuant to a Selling Stockholder Agreement dated as of August 30, 2000, by and between JDSTG and XATA Investment Partners, LLC (the "Selling Stockholder Agreement"), JDSTG purchased 200,000 shares of Common Stock from the Selling Stockholder. Pursuant to the Stock Purchase Agreement and the Amendment to Stock Purchase Agreement, if certain conditions are satisfied, including shareholder approval of the issuance of additional shares, satisfactory completion of due diligence by JDSTG, and successful beta testing of one of the Issuer's products, JDSTG will purchase an additional 1,314,060 shares of Common Stock on or prior to December 31, 2000 (the "2nd Closing"). JDSTG also has an option, exercisable at any time prior to December 31, 2002, to purchase up to 1,202,940 shares of Common Stock (the "Share Option"). In addition, JDSTG has an option, exercisable between August 1, 2001 and August 1, 2002, to convert a currently outstanding promissory note from the Issuer to JDSTG into shares of Common Stock of the Issuer. JDSTG has also been granted certain registration rights pursuant to a Registration Rights Agreement dated as of August 30, 2000, between JDSTG and the Issuer, which is filed as Exhibit 3 hereto and incorporated herein by reference. The descriptions of the Stock Purchase Agreement, the Amendment to Stock Purchase Agreement and the Selling Stockholder Agreement throughout this Schedule 13D are qualified in their entirety by reference to the copies of such Stock Purchase Agreement, Amendment to Stock Purchase Agreement and Selling Stockholder Agreement, respectively, which are filed as Exhibits 1, 5 and 2 hereto and are incorporated herein by reference. Other than as described above, JDSTG may, from time to time, review its investment position in the Issuer and may, depending on market and other conditions, desire to increase or decrease such investment position. Pursuant to the Stock Purchase Agreement, for a period of one year from the date of the Stock Purchase Agreement, JDSTG must obtain the prior approval of the Issuer's Board of Directors in order to purchase additional shares of the Issuer. In accordance with the provisions of the Stock Purchase Agreement, effective August 31, 2000, Dennis R. Johnson resigned from the Board of Directors of the Issuer. Two JDSTG nominees, Charles R. Stamp, Jr., and Barry Batcheller, were appointed to fill the resulting vacancy and an existing vacancy in the Board of Directors of the Issuer. In accordance with the provisions of the Amendment to Stock Purchase Agreement, if JDSTG exercises the Share Option in full, as described above, JDSTG will have the right to designate one more member to serve on the Board of Directors of the Issuer. The Board of Directors of the Issuer has approved an amendment to the Issuer's Articles of Incorporation increasing the number of authorized shares of Common Stock and removing the reservation of voting rights solely to Common Stock and recommended the amendment to the shareholders for approval. The increase in the number of authorized shares of Common Stock is necessary to effectuate, and is a condition to, the 2nd Closing. - ------------------------------- ---------------------------- CUSIP No. 983882 30 9 13D Page 5 of 6 Pages - ------------------------------- ---------------------------- Other than as described above, neither JDSTG nor Deere has any current plans or proposals which relate to or would result in any transaction, change or event specified in clauses (a) through (j) of Item 4 of the Schedule 13D form. JDSTG and Deere reserve the right to develop such plans or proposals in the future. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Item 6 of the Schedule 13D is hereby amended and restated in its entirety as follows: Other than the Stock Purchase Agreement, the Amendment to Stock Purchase Agreement, the Selling Stockholder Agreement and the Registration Rights Agreement, to the knowledge of JDSTG, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Pursuant to the Stock Purchase Agreement, the Issuer has agreed to use its best efforts to ensure that its directors and officers vote in favor of the issuance of additional shares to JDSTG and the amendment to the Articles of Incorporation. Steve Lawrence (on behalf of the Selling Stockholder), Chairman of the Board of Directors of the Issuer and beneficial owner of less than 1% of the issued and outstanding Common Stock of the Issuer, and William Flies (individually and as a trustee under various trusts), a member of the Board of Directors and beneficial owner of 19.46% of the issued and outstanding Common Stock of the Issuer, have indicated in a non-binding letter their intention to vote in favor of the issuance of additional shares to JDSTG and the amendment to the Articles of Incorporation and their intention to vote to elect the nominees of JDSTG to the Board of Directors of the Issuer as described above. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Item 7 is hereby amended and restated in its entirety as follows: Exhibit 1: Stock Purchase Agreement, dated as of August 30, 2000, by and between John Deere Special Technologies Group, Inc., and XATA Corporation (incorporated herein by reference to the Schedule 13D filed on September 11, 2000). Exhibit 2: Selling Stockholder Agreement, dated as of August 30, 2000, by and between John Deere Special Technologies Group, Inc., and XATA Investment Partners, LLC (incorporated herein by reference to the Schedule 13D filed on September 11, 2000). Exhibit 3: Registration Rights Agreement, dated as of August 30, 2000, by and between John Deere Special Technologies Group, Inc. and XATA Corporation (incorporated herein by reference to the Schedule 13D filed on September 11, 2000). Exhibit 4: Joint Filing Agreement, dated as of September 8, 2000, by and between John Deere Special Technologies Group, Inc. and Deere & Company (incorporated herein by reference to the Schedule 13D filed on September 11, 2000). Exhibit 5: Amendment No. 1 to Stock Purchase Agreement, dated as of October 31, 2000, by and between John Deere Special Technologies Group, Inc., and XATA Corporation. - ------------------------------- ---------------------------- CUSIP No. 983882 30 9 13D Page 6 of 6 Pages - ------------------------------- ---------------------------- SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. November 8, 2000 JOHN DEERE SPECIAL TECHNOLOGIES GROUP, INC. By: /s/ Charles R. Stamp, Jr. ----------------------------------------- Name: Charles R. Stamp, Jr. Title: President DEERE & COMPANY By: /s/ James R. Jenkins ----------------------------------------- Name: James R. Jenkins Title: Senior Vice President and General Counsel EX-99.5 2 a2030026zex-99_5.txt EX. 99.5 AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT This AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT (the "Amendment") is entered into as of the 31st day of October, 2000, by and between JOHN DEERE SPECIAL TECHNOLOGIES GROUP, INC., a Delaware corporation (the "Investor"), and XATA CORPORATION, a Minnesota corporation (the "Company"). WHEREAS, the Company and the Investor entered into a Stock Purchase Agreement dated as of August 30, 2000 (the "Stock Purchase Agreement"), whereby the Investor would purchase up to an aggregate of three million six hundred thousand (3,600,000) shares of Common Stock, $.01 par value (the "Common Stock") of the Company (3,147,000 shares of newly issued Common Stock from the Company, 200,000 shares from the Selling Shareholder (as defined in the Stock Purchase Agreement), and 253,000 shares from the conversion of the Promissory Note (as defined in the Stock Purchase Agreement) upon an exercise of the Note Option), on the terms and conditions set forth therein; WHEREAS, the Stock Purchase Agreement provided for a 1st Closing of six hundred thirty thousand (630,000) shares and, subject to certain conditions, a 2nd Closing for the remaining two million five hundred seventeen thousand (2,517,000) shares to be purchased from the Company; WHEREAS, the purchase of 630,000 shares in the 1st Closing and the purchase of 200,000 shares from the Selling Shareholder occurred on August 31, 2000; WHEREAS, the Company and the Investor desire to amend the terms of the Agreement to reduce the number of shares to be purchased in the 2nd Closing to one million three hundred fourteen thousand sixty (1,314,060) shares and to grant to the Investor an option to purchase up to the remaining one million two hundred two thousand nine hundred forty (1,202,940) shares; NOW, THEREFORE, in consideration of the premises and mutual covenants and obligations hereafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties intending to be legally bound, hereby agree as follows: Capitalized terms used herein but not otherwise defined shall have the meanings ascribed thereto in the Stock Purchase Agreement. Section 1.1(a) of the Stock Purchase Agreement is hereby amended and replaced in its entirety as follows: (a) SALES OF NEW SHARES OF COMMON STOCK. Subject to the terms and conditions hereof, the Company shall issue and sell to the Investor, and the Investor shall purchase from the Company, one million nine hundred forty-four thousand sixty (1,944,060) shares of Common Stock (the "Purchase Shares") as noted on Exhibit "B" attached hereto, for the purchase price provided in Section 1.1(b) below. Section 1.3 of the Stock Purchase Agreement is hereby amended and replaced in its entirety as follows: 1.3 RESERVATION OF SHARES. The Company shall reserve and keep available for issuance such number of its authorized but unissued shares of its Common Stock as will be sufficient to permit the issuance of the Note Shares and the Option Shares. All shares of Common Stock that are so issuable shall, when issued, be duly and validly issued and fully paid and non-assessable. A new Section 1.7 of the Stock Purchase Agreement is hereby added as follows: 1.7 OPTION TO PURCHASE ADDITIONAL SHARES. (a) OPTION TO PURCHASE ADDITIONAL SHARES. At the option of the Investor (the "Share Option"), which option shall be exercisable by the Investor at any time prior to December 31, 2002 (the "Share Option Period"), the Company shall issue and sell to the Investor, and the Investor shall purchase from the Company, up to one million two hundred two thousand nine hundred forty (1,202,940) shares of Common Stock (the "Option Shares") as noted on Exhibit "B" attached hereto, for the purchase price provided in Section 1.1(c) below. The Investor shall be entitled to one exercise of the Share Option, even if such exercise is for less than the total number of Option Shares. (b) MECHANICS. At any time during the Share Option Period, the Investor may exercise the Share Option by delivering a written notice (the "Share Option Notice") to the Company setting forth its intention to exercise the Share Option and the number of Option Shares to be purchased in substantially the form attached hereto as "EXHIBIT 1.7." (c) PURCHASE PRICE. The purchase price for the Option Shares shall be 82 percent (82%) of the average of the daily Bid and Ask (4:00 p.m. closing) price for the Company's Common Stock, as reported by the Nasdaq Smallcap Market, for the 30 day period preceding the date of the Share Option Notice (the "Share Option Purchase Price"). Article III of the Stock Purchase Agreement is hereby amended to reflect the application of the representations and warranties of the Company to the Option Shares as follows: Sections 3.2, 3.5, 3.6, 3.11, 3.15, 3.30, and 3.31 of the Stock Purchase Agreement are hereby amended so that each instance of the term "Note Shares" reads "Note Shares and Option Shares." -2- Article IV of the Stock Purchase Agreement is hereby amended to reflect the application of the representations and warranties of the Investor to the Option Shares as follows: Section 4.1 of the Stock Purchase Agreement is hereby amended so that each instance of the term "Note Shares" reads "Note Shares and Option Shares." Article V of the Stock Purchase Agreement is hereby amended to reflect the application of the conditions to closing of the Company to the Option Shares as follows: The first sentence of Article V of the Stock Purchase Agreement is hereby amended so that the term "Note Shares" reads "Note Shares and Option Shares." Article VI of the Stock Purchase Agreement is hereby amended to reflect the application of the conditions to closing of the Investor to the Option Shares as follows: Section 6.20 of the Stock Purchase Agreement is hereby amended so that the term "Note Option" reads "Note Option and Share Option." Section 7.3 of the Stock Purchase Agreement is hereby amended and replaced in its entirety as follows: 7.3 LEGENDS. The certificates evidencing the Purchase Shares, the Note Shares and the Option Shares shall be free of legends, except as provided for in Section 9.11. Section 7.7 of the Stock Purchase Agreement is hereby amended and replaced in its entirety as follows: 7.7 ISSUANCE OF SHARES. The sale of the Purchased Shares, the Note Shares and the Option Shares shall be made in accordance with the provisions and requirements of Regulation D and any applicable state law. Section 7.8 of the Stock Purchase Agreement is hereby amended and replaced in its entirety as follows: 7.8 NOMINATIONS TO BOARD OF DIRECTORS. The Investor shall have the right to nominate two individuals (the "Initial Investor Designees") for election to the Board of Directors, which number shall increase to three individuals (the "Additional Investor Designee", together with the Initial Investor Designees, the "Investor Designees") upon exercise in full of the Share Option. As promptly as practicable after the 1st Closing, the Company shall use its best efforts to obtain the resignation of one current member of the Board of Directors and cause the nomination and election -3- to the two vacant director positions the Initial Investor Designees. Upon exercise in full of the Share Option, the Company shall use its best efforts to obtain the resignation one member of the Board of Directors, which member shall not be an Investor Designee, and cause the nomination and election of the Additional Investor Designee to the vacant director position thereby created, and at the next annual or special meeting of stockholders of the Company held for the purpose of electing directors, the Company shall use its best efforts to cause the nomination and election of the Investor Designees. In connection therewith, the Company agrees to solicit proxies for, and recommend that its stockholders vote in favor of, the Investor Designees. If an Investor Designee shall cease to be a member of the Board of Directors for any reason other than expiration of his or her term, the Company shall promptly, upon the request of the Investor, use its best efforts to cause the election or appointment of a person selected by the Investor to replace such designee. Section 9.11 of the Stock Purchase Agreement is hereby amended so that the term "Note Option" reads "Note Option and Share Option." A new EXHIBIT 1.7 is attached hereto. Exhibit "B" to the Stock Purchase Agreement is hereby amended and replaced in its entirety by Exhibit "B" attached hereto. All other provisions of the Stock Purchase Agreement shall remain in full force and effect. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute on and the same instrument. -4- IN WITNESS WHEREOF, the Company and the Investor have executed and delivered this Amendment as of the day and year first above written. COMPANY: Xata Corporation By: /s/ William P. Flies --------------------------------------- Its: Chief Executive Officer --------------------------------------- INVESTOR: John Deere Special Technologies Group, Inc. By: /s/ Charles R. Stamp, Jr. ---------------------------------------- Charles R. Stamp, Jr., President -----END PRIVACY-ENHANCED MESSAGE-----