AMENDMENT TO THE GENERAL SECURITY AGREEMENT
AMENDMENT
TO
THE
THIS
AMENDMENT TO THE GENERAL SECURITY AGREEMENT is made and entered into as of
August 22, 2007 (this “Amendment”) by and between Karat Platinum LLC (“Debtor”)
and Sentra Consulting Corp. (“Secured Party”).
WITNESSETH
WHEREAS,
Secured Party is making a series of loans to Debtor in the original principal
amount of up to $1,200,000 which are secured pursuant to the terms and
provisions of the General Security Agreement dated July 11, 2007 (the “Security
Agreement”; capitalized terms used herein not otherwise defined shall have the
meanings given to such terms in the Security Agreement);
WHEREAS,
Debtor has requested, and Secured Party has agreed to make further advances
to
Debtor in the original principal amount of up to an aggregate of
$4,500,000;
WHEREAS,
the parties desire to amend certain provisions of the General Security Agreement
pursuant to the terms and provisions contained in this Amendment.
NOW,
THEREFORE, in consideration of the mutual covenants herein and other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereby agree as follows:
1. Principal
Amount of Advances.
The
defined term “Notes” shall hereafter refer to all loans made and to be made by
Secured Party to Debtor in the original principal amount of up to an aggregate
of Four Million Five Hundred Thousand and 00/100 ($4,500,000) Dollars pursuant
to one or more advances, and each advance will be evidenced by a promissory
note
(as each such promissory note may be amended, restated, modified, or otherwise
supplemented from time to time);
2. Reference.
On and
after the date hereof, each reference in the Security Agreement to “this
Agreement”, “hereunder”, “hereof”, “herein” or words of like import, and each
reference to the Security Agreement in any other agreement, document or other
instrument, shall mean, and be a reference to the Security Agreement, as amended
by this Amendment.
3. Counterparts.
This
Amendment may be executed in one or more counterparts and by facsimile, and
all
of said counterparts taken together shall be deemed to constitute one and the
same instrument.
4. Captions.
The
captions used in this Amendment are intended for convenience of reference only,
shall not constitute any part of this Amendment and shall not modify or affect
in any manner the meaning or interpretation of any of the provisions of this
Amendment.
5. Binding
Effect.
This
Amendment shall be binding upon and inure to the benefit of the respective
heirs, executors, administrators, representatives and the permitted successors
and assigns of the parties hereto.
6. Governing
Law.
This
Amendment and the rights and obligations of the parties under this Amendment
shall be governed by and construed in accordance with the laws of the State
of
New York, without regard to conflict of laws rules applied in such
state.
[Remainder
of Page Intentionally Omitted; Signature Page to Follow]
IN
WITNESS WHEREOF, the parties have executed this Amendment to the Security
Agreement as of the date first written above.
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DEBTOR:
KARAT
PLATINUM LLC
By:
/s/
Xxxxx Neuberg____
Name: Xxxxx
Xxxxxxx
Title: Member
SECURED
PARTY:
By: /s/
Xxxxxx Septimus____
Name: Xxxxxx
Xxxxxxxx
Title: President
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