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EXHIBIT 8
**NOTE: PURSUANT TO INSTRUCTION 2 TO ITEM 601 OF REGULATION S-K, A SCHEDULE OF
MATERIAL DETAILS OF VARIOUS AMENDMENTS TO LOAN AND PLEDGE AGREEMENTS DIRECTLY
FOLLOWS THIS FORM**
FIRST AMENDMENT
TO
LOAN AND PLEDGE AGREEMENT
THIS FIRST AMENDMENT TO THE LOAN AND PLEDGE AGREEMENT (this
"AMENDMENT") is made as of February 22, 2001 by and between World Commerce
Online, Inc., a Delaware corporation (the "COMPANY"), and Interprise Technology
Partners LP (the "LENDER").
R E C I T A L S:
WHEREAS, for value received, the Company and the Lender executed
a Loan and Pledge Agreement dated as of February 15, 2001 in the amount of Four
Hundred Thousand Dollars ($400,000) (the "LOAN AGREEMENT"); and
WHEREAS, the Company and the Lender agree to amend and modify the
Loan Agreement to clarify the provisions relating to the Lender's senior
security interest in the Company's assets.
NOW, THEREFORE, in consideration of the mutual promises contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereby agree as follows:
1. Amendment to the Loan Agreement. Section 3.1 of the Loan
Agreement shall be amended and restated as follows:
"3.1 Security Interest and Pledge. As security for the
prompt and complete satisfaction of any and all obligations of the
Company under this Agreement and the Lender Note, or under any other
agreement or note, now existing or hereafter arising, whether for
principal, interest, expenses or otherwise, the Company hereby grants,
transfers and assigns and pledges to Lender all of its respective right,
title and interest in and grants Lender a senior security interest in
the Company's assets as set forth in Schedule 3.1 attached hereto (the
"PLEDGED ASSETS") now in existence, together with after-acquired
property."
2. Non-Modification. Except to the extent amended and
modified hereby, all terms, provisions and conditions of the Loan Agreement
shall continue in full force and effect and shall remain unmodified and
enforceable.
IN WITNESS WHEREOF, the parties have executed this Amendment
effective as of the date first above written.
WORLD COMMERCE ONLINE, INC.,
as Borrower
By: /s/ Xxxx X. Xxxxxx
----------------------------------------
Xxxx X. Xxxxxx, Chief Financial Officer
INTERPRISE TECHNOLOGY PARTNERS LP,
as Lender
By: /s/ X.X. Xxxxxxxxx
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Xxxx Xxxxxx Xxxxxxxxx, Principal
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SCHEDULE OF AMENDMENTS TO LOAN AND PLEDGE AGREEMENTS
The following schedule of details of various amendments to loan and
pledge agreements is provided in accordance with Instruction 2 to Item 601 of
Regulation S-K. A total of eight (8) separate amendments have been made pursuant
to amendments to loan and pledge agreements substantially identical in all
material respects to this amendment to loan and pledge agreement dated February
22, 2001, except with respect to the details provided in the table below.
-------------------------- ----------------------- ------------------------ ---------------------
DATE OF LOAN AGREEMENT LOAN AMOUNT OF LOAN
DATE OF AMENDMENT NUMBER OF AMENDMENT AMENDED AGREEMENT AMENDED
-------------------------- ----------------------- ------------------------ ---------------------
February 22, 2001 Third August 14, 2000 $5,000,000
-------------------------- ----------------------- ------------------------ ---------------------
February 22, 2001 Third October 2, 2000 $1,000,000
-------------------------- ----------------------- ------------------------ ---------------------
February 22, 2001 Third November 9, 2000 $500,000
-------------------------- ----------------------- ------------------------ ---------------------
February 22, 2001 Third December 5, 2000 $500,000
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February 22, 2001 Third December 20, 2000 $500,000
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February 22, 2001 Third December 28, 2000 $2,750,000
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February 22, 2001 Second January 3, 2001 $450,000
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February 22, 2001 First January 30, 2001 $500,000
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