Exhibit 10.4
AMENDMENT NO. 1
TO THE
$2,000,000 SECURED PROMISSORY NOTE
This AMENDMENT NO. 1 ("AMENDMENT"), dated February 23, 2007, is entered
into by and between XStream Beverage Network, Inc., a Nevada corporation and
Global Beverage Solutions, Inc., a Nevada corporation, for the purpose of
amending the terms of that certain $2,000,000 Secured Promissory Note, dated
January 31, 2007 (the "NOTE").
WHEREAS, the parties have heretofore agreed to amend the repayment
terms of the Note;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto amend the Note
and agree as follows:
1. All capitalized terms not defined herein shall have the same meaning
ascribed to them in the Note.
2. The first sentence of the second paragraph of the Note is hereby
replaced in its entirety as follows:
"The unpaid principal amount hereof ("Principal Amount") and all
accrued interest shall be payable in full on March 31, 2011 (the "Maturity
Date")."
2. The third paragraph of the Note is hereby replaced in its entirety
as follows:
"The Note shall be paid by wire transfer to the account designated by
Payee, in readily available funds, as follows: (i) $229,000 shall be due and
payable on the Closing Date of that certain Agreement and Plan of Merger between
Payee, Maker, Global Merger Corp. and Beverage Network of Maryland, Inc., dated
January 31, 2007 (the "Merger Agreement"), as such term is defined in the Merger
Agreement; (ii) 40% of any cash proceeds received by Parent from the February 5,
2007 I-E Offering; and (C) the remainder of the balance to be paid to the
Shareholder in minimum installments of $25,000 per month commencing on September
1st 2007. In the event Parent raises any equity capital while the Note is still
outstanding, Parent shall pay down the Note in an amount equal to 35% of the net
proceeds received in such equity raise. Maker may prepay this Note in whole or
in part at any time, with accrued interest to the date of prepayment."
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3. Except as specifically set forth in this Amendment, there are no
other amendments to the Note and the Note shall remain unmodified and in full
force and effect.
4. This Note shall be governed by and construed in accordance with the
laws of the State of Florida without giving effect to the principles of
conflicts of law. This Amendment may be executed in one or more counterparts,
any one of which may be by facsimile, and all of which taken together shall
constitute one and the same instrument.
[SIGNATURES TO FOLLOW]
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Amendment No. 1 Secured Promissory Note
Execution Page
IN WITNESS WHEREOF, the undersigned executes this Note intending to be
legally bound hereby.
GLOBAL BEVERAGE SOLUTIONS, INC.
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Vice-President
AGREED AND ACCEPTED:
XSTREAM BEVERAGE NETWORK, INC.
By: /s/ Xxx Xxxxxxxxxx
----------------------------
Name: Xxx Xxxxxxxxxx
Title: Chairman and CEO
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