EXHIBIT 10.5.1
AMENDMENT
This AMENDMENT ("AMENDMENT") is made and entered into this 1st day of
March, 2001, by, between and among XXXXX XXXXX, an individual, ("LENDER"), on
the one hand, and, BECOR COMMUNICATIONS, INC., a Delaware corporation (formerly
known as BECOR INTERNET, INC. a Delaware corporation), ("DEBTOR"), on the other
hand, with respect to the following:
RECITALS
A. On March 18, 1998, ADVANCED KNOWLEDGE, INC., a Delaware
corporation ("AKI") executed a Secured Promissory Note (the "NOTE") and a
Security Agreement ("SECURITY AGREEMENT"), pursuant to which DEBTOR could borrow
up to Three Hundred Thousand Dollars ($300,000) from LENDER;
B. In March, 2000, pursuant to a series of concurrent transactions,
AKI merged with another company and changed its name to SPORTING MAGIC, INC., a
Delaware corporation. As part of those transactions, a number of assets and
liabilities of AKI were assumed by BECOR INTERNET, INC., a Delaware corporation.
Several months later, BECOR INTERNET, INC. changed its name to BECOR
COMMUNICATIONS, INC., the DEBTOR party to this AMENDMENT. In March, 2000, DEBTOR
accepted the obligations and duties under the NOTE and the SECURITY AGREEMENT,
as amended
C. Currently, the maturity date of the NOTE is December 31, 2001,
at which time an outstanding and unpaid principal and interest is to be repaid;
D. In order to assist DEBTOR with the implementation of its
business plan and to assist the DEBTOR during its renewed business efforts,
DEBTOR and LENDER now mutually desire to increase the amount of money which
LENDER, at its sole and absolute discretion, may lend to DEBTOR and to extend
the due date of the NOTE from December 31, 2001 to December 31, 2002, all in
accordance with and upon the terms and conditions stated herein;
NOW THEREFORE, in consideration of mutual promises and covenants, and
conditions herein contained, the parties agree as follows:
1. RECITALS. The recitals stated above are incorporated herein by
this reference as if set forth in full at this point.
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2. INCREASE OF THE PRINCIPAL AMOUNT OF THE NOTE. Upon execution of
this AGREEMENT, the aggregate principal amount that LENDER may, at the LENDER's
discretion, lend to DEBTOR is hereby amended and increased from Three Hundred
Thousand Dollars ($300,000) to Five Hundred Thousand Dollars ($500,000). The
increase in the aggregate principal amount shall not require, cause or otherwise
obligate LENDER to lend any other or further funds to DEBTOR. Any funds lent to
DEBTOR by LENDER shall continue to be at the sole and absolute discretion of the
LENDER.
3. EXTENSION OF THE DUE DATE OF THE NOTE. Upon execution of this
AGREEMENT, the due date of the NOTE is hereby amended and shall be extended from
December 31, 2001to December 31, 2002.
4. NO OTHER CHANGES. The increase of the principal amount and
extension of the due date are and shall be the only changes, modifications,
amendments or alterations to or of the terms and conditions of the NOTE. Except
for the increase of the principal amount and the extension of the due date, all
other terms and conditions of the NOTE shall remain unchanged and in full force
and effect.
5. SECURITY AGREEMENT. The SECURITY AGREEMENT is hereby amended so
as to conform with the two modifications of the NOTE which are set forth in
paragraphs 2 and 3 above. The increase in principal and extension of the due
date are and shall be the only changes, modifications, amendments or alterations
of the terms and conditions of the SECURITY AGREEMENT. Except for the increase
in the principal amount and the extension of the due date, all other terms and
conditions of the SECURITY AGREEMENT shall remain unchanged and in full force
and effect.
6. REAFFIRMATION. DEBTOR and LENDER hereby confirm DEBTOR's
assumption of the NOTE and the SECURITY AGREEMENT, as amended, and, reaffirm
their respective duties, obligations, benefits and burdens owed by or to each of
them by the other pursuant to the NOTE and the SECURITY AGREEMENT, including
each and every other term and condition contained in the NOTE and the SECURITY
AGREEMENT as amended prior hereto.
7. FURTHER COOPERATION. To the extent reasonably necessary and
requested, DEBTOR shall execute and deliver such documents and instruments as
may be necessary for LENDER to continue to hold a perfected first position
security lien in the COLLATERAL, as that term is defined in the SECURITY
AGREEMENT.
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8. OTHER TERMS UNCHANGED. Except as expressly modified herein, the
balance of the terms of the NOTE and the SECURITY AGREEMENT shall remain
unchanged by this AGREEMENT and shall be in full force and effect. . The parties
hereto have executed this AGREEMENT as set forth below, and the effective date
of this AGREEMENT shall be the latest date of execution.
"LENDER":
/S/ Xxxxx Xxxxx
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XXXXX XXXXX
"DEBTOR":
BECOR COMMUNICATIONS, INC., a Delaware corporation
(formerly known as BECOR INTERNET, INC. a Delaware Corporation)
By: /S/ L. Xxxxxxx Xxxxxxxx
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L. XXXXXXX XXXXXXXX, Secretary
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