EXHIBIT 10.3
AMENDMENT NUMBER THREE TO
SECURED CONVERTIBLE PROMISSORY NOTE
THIS AMENDMENT NUMBER THREE TO SECURED CONVERTIBLE PROMISSORY NOTE
(this "AMENDMENT") is made and entered into as of the 30th day of March 2004, by
and between BRILLIANT DIGITAL ENTERTAINMENT, INC., a Delaware corporation (the
"BORROWER"), and _______________ ("HOLDER").
RECITALS
A. The Company has issued in favor of Holder a Secured Convertible
Promissory Note, dated as of December 19, 2001, in the original principal amount
of $__________ which note has been amended by that certain Amendment No. One to
Secured Convertible Promissory Note, dated as of October 4, 2002 and that
certain Amendment Number Two to Secured Promissory Note dated as of December 31,
2003 (as amended, the "CONVERTIBLE NOTE").
B. The Parties are delivering this Amendment pursuant to that certain
Letter Agreement, dated as of March 30, 2004.
C. The Company and Borrower each desire to further amend the
Convertible Note to change the Maturity Date as provided herein.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and for good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Borrower and Holder hereby agree as follows:
1. DEFINITIONS. Capitalized terms used herein and not defined herein
shall have the meanings given such terms in the Convertible Note.
2. MATURITY DATE. The Convertible Note is hereby amended to change the
definition of "Maturity Date" therein to mean September 26, 2004.
3. EVENT OF DEFAULT. The Convertible Note is hereby amended to add the
following as an "Event of Default" thereunder:
(a) "The failure to pay by Borrower or any of its subsidiaries
(taken as a whole), any principal, interest, premium, or other amount payable to
any party other than Sharman Networks Limited or Europlay Capital Advisors, LLC,
with respect to any item of indebtedness aggregating One Hundred Thousand
Dollars ($100,000) or which would allow for the acceleration or the right to
accelerate such indebtedness, which would permit the holder of such indebtedness
to cause maturity to occur or which would allow for the commencement or the
right to commence remedies with respect thereto." and
(b) "The failure to pay by Borrower or any of its subsidiaries
(taken as a whole), after written demand therefor, any principal, interest,
premium, or other amount payable to Sharman Networks Limited or Europlay Capital
Advisors, LLC, with respect to any item of indebtedness aggregating One Hundred
Thousand Dollars ($100,000) or which would allow for the acceleration or the
right to accelerate such indebtedness, which would permit the holder of such
indebtedness to cause maturity to occur or which would allow for the
commencement or the right to commence remedies with respect thereto; PROVIDED,
HOWEVER, that, without the prior written consent of the Agent, Borrower shall
not amend the terms of any such indebtedness until the Convertible Note has been
paid in full."
4. MISCELLANEOUS. Except as expressly set forth in this Amendment, all
of the terms of the Convertible Note shall remain in full force and effect. All
references in the Convertible Note to "Convertible Note", "hereunder", "hereof',
or words of like import referring to the Convertible Note shall mean and be a
reference to the Convertible Note as and to the extent it is amended by this
Amendment. All references to the Convertible Note in the Note and Warrant
Purchase Agreement, the Security and Pledge Agreement, the Investors Rights
Agreement and the Guaranty executed as of December 19, 2001 in connection with
the Convertible Note shall mean and be a reference to the Convertible Note as
and to the extent it is amended by this Amendment.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment, or
have caused this Amendment to be executed by their duly authorized officers, as
of the day and year first above written.
BRILLIANT DIGITAL ENTERTAINMENT, INC.,
a Delaware corporation
By:
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Xxxxx Xxxx
Title: Chief Financial Officer
[NAME OF HOLDER]
By:
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Title:
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