AMENDMENT NO. 1
TO
LOAN AGREEMENT
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This Amendment No. 1 (the "Amendment"), dated as of October 15, 2001,
to Loan Agreement ("Loan Agreement"), dated as of September 14, 2001, between
SpaceLogix, Inc., a Delaware corporation having its principal place of business
at 000 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000 (the "Lender") and Vizacom Inc., a
Delaware corporation having its principal place of business at 0000 Xxxxxxxx
Xxxxxxxx Xxxxxxx, Xxxxxxx, Xxx Xxxx 00000 ("Borrower" and together with Lender,
the "Parties").
WITNESSETH
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WHEREAS, the Parties desire to amend the Loan Agreement as set forth
herein.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, it is hereby agreed as follows:
Section 1. AMENDMENT
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1.1 Section 4.1 of the Loan Agreement is hereby amended and
restated in its entirety, as follows:
"4.1 EVENTS OF DEFAULT. An "Event of Default" shall exist if any
one or more of the following shall occur:
(a) failure by Borrower to pay the principal or
interest of the Note or any installment thereof when due,
whether on the date fixed for payment or by acceleration or
otherwise; provided, however, that failure to pay any
principal or interest when due shall not be an Event of
Default if such overdue payment is paid within ten business
days of such due date; or
(b) if Borrower or any other authorized person or entity
shall take any action to effect a dissolution, liquidation or
winding up of Borrower; or
(c) if Borrower shall make a general assignment for
the benefit of creditors or consent to the appointment of a
receiver, liquidator, custodian, or similar official of all or
substantially all of its properties, or any such official is
placed in control of such properties, or Borrower shall
commence any action or proceeding or take advantage of or file
under any federal or state insolvency statute, including,
without limitation, the United States Bankruptcy Code or any
political subdivision thereof, seeking to have an order for
relief entered with respect to it or seeking adjudication as a
bankrupt or insolvent, or seeking reorganization, arrangement,
adjustment, liquidation, dissolution,
administration, a voluntary arrangement, or other relief with
respect to it or its debts; or
(d) there shall be commenced against Borrower any
action or proceeding of the nature referred to in paragraph
(c) above or seeking issuance of a warrant of attachment,
execution, distraint, or similar process against all or any
substantial part of the property of Borrower, which results in
the entry of an order for relief which remains undismissed,
undischarged or unbonded for a period of sixty days; or
(e) Borrower enters into an agreement to acquire a
business other than SpaceLogix without the consent of SpaceLogix."
1.2 The Parties shall execute and deliver (i) the Amendment No. 1 to
Security Agreement, dated the date hereof, attached as Exhibit A hereto, and
(ii) the Promissory Note attached hereto as Exhibit B (which shall be exchanged
for the outstanding Promissory Note, dated September 17, 2001, issued by
Borrower to Lender).
Section 2. MISCELLANEOUS
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2.1 CONSTRUCTION. This Amendment and all instruments or agreements
delivered hereunder shall be governed by and construed in accordance with the
laws of the State of New York, excluding therefrom any principles of conflicts
of laws. If any of the provisions of this Amendment shall be or become illegal
or unenforceable under any law, the other provisions shall remain in full force
and effect.
2.2 COUNTERPARTS. This Amendment may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their respective officers thereunto duly
authorized as of the day and year first above written.
Borrower:
VIZACOM INC.
By: /s/ Xxxx Xxxxxxxxxx
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Name: Xxxx Xxxxxxxxxx
Title: CFO
Lender:
SPACELOGIX, INC.
By: /s/ Xxxx Xxxxxxx
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Name: Xxxx Xxxxxxx
Title: CFO
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Exhibits
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Exhibit A Form of Amendment No. 1 to Security Agreement
Exhibit B Form of Promissory Note
