{"id":40887,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/amendment-of-secured-promissory-note.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"amendment-of-secured-promissory-note","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/amendment-of-secured-promissory-note.html","title":{"rendered":"Amendment of Secured Promissory Note"},"content":{"rendered":"<pre>                                                               \n\nOctober 23, 2001\n\n\nBrad Greenspan\nCEO\neUniverse, Inc.\n6300 Wilshire Boulevard\nLos Angeles, CA  90048\n\nRe:  Amendment of Secured Promissory Note\n\nLadies and Gentlemen:\n\n\nReference is made to that certain Secured Note and Warrant Purchase Agreement\n(the \"Note Purchase Agreement\"), dated September 6, 2000 by and between\neUniverse, Inc. (the \"Company\") and 550 Digital Media Ventures Inc. (f.k.a. New\nTechnology Holdings Inc.) (\"550DMV\"), pursuant to which the Company issued to\n550DMV that certain Secured Promissory Note in the aggregate principal amount of\n$3,155,670 (the \"Original Note\"). The Original Note, by its terms, could not be\ncalled for repayment before March 6, 2001. In connection with an Amendment to\nSubscriber Acquisition Agreement, dated February 14, 2001, among 550DMV, Indimi,\nInc., Emazing, Inc., and the Company, 550DMV exchanged the Original Note for an\namended promissory note (the \"Amended Note\") identical in all respects to the\nOriginal Note, except that the Amended Note may not be called for repayment\nbefore December 31, 2001.\n\nSimultaneously with the execution of this letter agreement, the Company and\n550DMV shall enter into agreements pursuant to which the Company will purchase\nfrom 550DMV all of the membership interests in Indimi LLC (the \"Indimi\nAcquisition\") and 550DMV will purchase from the Company (the \"550DMV Placement\")\n$5,000,000 of the Company's Series B Preferred Stock, par value $.10 per share\n(the \"Series B Preferred Stock\"). The Indimi Acquisition and the 550DMV\nPlacement shall be collectively referred to herein as the \"Transactions\". In\nconnection with the consummation of the Transactions, the Company and 550DMV\ndesire, among other things, to further extend the date upon which the Amended\nNote may be called for repayment, enter into a $2,500,000 Senior Secured\nConvertible Promissory Note (the \"$2,500,000 Note\") and to specifically provide\nthat the existing Security Agreement dated as of September 6, 2000\ncollateralizes the $2,500,000 Note. In consideration of certain promises\ncontained herein and other good and valuable consideration, the receipt and\nsufficiency of which is hereby acknowledged, 550DMV and the Company hereby agree\nthat simultaneously with the execution of this letter agreement, 550DMV will\nexchange the Amended Note for an Amended and Restated Convertible Secured\nPromissory Note (the \"Extended Note\") identical in all respects to the Amended\nNote, except for the following:\n\n         (a)      the Extended Note may not be called for repayment before March\n                  31, 2003 (the \"Extended Demand Date\"); provided that,\n                  repayment shall be accelerated upon a\n\n\n\n\n\n\n\n\n                  Change of Control (as defined below) of the Company or upon an\n                  Event of Default (as defined in the Note Purchase Agreement);\n\n         (b)      the Company shall have the option, exercisable within 30 days\n                  following the Extended Demand Date, to convert the outstanding\n                  principal and interest of the Extended Note to shares of\n                  Series B Preferred Stock, at the 20 day trailing average\n                  closing price of the Company's common stock for the 20 day\n                  trading period immediately prior to such conversion; provided\n                  that, if the Company previously converted the Series B\n                  Preferred Stock held by 550DMV into Common Stock in accordance\n                  with its terms, then the outstanding principal and interest\n                  shall then be converted into Common Stock, at the above\n                  described price per share otherwise applicable to the Series B\n                  Preferred Stock.\n\n\n\"Change of Control\" means the occurrence of any of the following events:\n\n         (i)      a sale of all or substantially all of the assets of the\n                  Company in one transaction or a series of transactions;\n\n         (ii)     the merger or consolidation of the Company with or into\n                  another person under circumstances in which the holders of the\n                  voting stock of the Company immediately prior to such merger\n                  or consolidation, do not own a majority of the voting stock of\n                  the Company or the surviving corporation immediately after\n                  such merger or consolidation;\n\n         (iii)    any \"person\" or \"group\" (as such terms are used in Sections\n                  13(d) and 14(d) of the Securities Exchange Act of 1934, as\n                  amended (the \"Exchange Act\")), after the date of the Extended\n                  Note, becomes the \"beneficial owner\" (as defined in Rules\n                  13-d-3 and 13d-5 under the Exchange Act), directly or\n                  indirectly, of voting stock of the Company entitled to cast\n                  more than 30% of the votes entitled to be cast by the holders\n                  of the outstanding voting stock of the Company.\n\nA copy of the Extended Note is attached hereto as Exhibit A.\n\nThe parties hereto confirm that the obligations owed by the Company to 550DMV\npursuant to the Extended Note and the $2,500,000 Note are of the nature and type\ncontemplated by the phrase \"and each other obligation and liability, whether\ndirect or indirect, absolute or contingent, due or to become due, or now or\nhereafter existing, of the Debtor to Secured Party, whether on account of\nprincipal, interest, reimbursement obligations, fees, indemnities, costs,\nexpenses, (including, without limitation, all fees and disbursements of counsel\nto Secured Party) or otherwise.\" To the extent necessary, the Security Agreement\nis hereby amended to provide that the Collateral secures all obligations of the\nCompany to 550DMV whether arising under the Note Purchase Agreement, the\nExtended Note, the $2,500,000 Note or otherwise.\n\n                                       2\n\n\n\n\n\n\n\nThis letter agreement shall be interpreted and construed in accordance with the\nlaws of New York , including, without limitation, Section 5-1401 of the New York\nGeneral Obligations Law (without regard to any conflicts of law provision that\nwould require the application of the law of any other jurisdiction). This letter\nagreement shall not be modified or amended except by written instrument executed\nby the parties hereto.\n\n                           [SIGNATURE PAGE TO FOLLOW]\n\n                                       3\n\n\n\n\n\n\n\nIf this letter agreement meets with your approval, please sign and return both\noriginals to me to show your agreement and intent to be legally bound by its\nterms. We will sign and return one original to you.\n\n                                       Sincerely yours,\n\n                                       550 DIGITAL MEDIA VENTURES INC.\n\n\n                                       By:     \/s\/ Mark Eisenberg\n                                            ------------------------------------\n                                       Name:  Mark Eisenberg\n                                       Title: Senior Vice President and General\n                                              Counsel\n\n\nAgreed and Accepted this 23rd day of October, 2001:\n\nEUNIVERSE, INC.\n\n\nBy:     \/s\/ Brad D. Greenspan\n     ------------------------------------------------\nName:  Brad D. Greenspan\nTitle: Chairman and Chief Executive Officer\n\n                                       4\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7885],"corporate_contracts_industries":[9497],"corporate_contracts_types":[9560,9568],"class_list":["post-40887","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-intermix-media-inc","corporate_contracts_industries-retail__electronics","corporate_contracts_types-finance","corporate_contracts_types-finance__note"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40887","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40887"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40887"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40887"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40887"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}