AMENDMENT NO. 1
TO
AMENDED AND RESTATED PROMISSORY NOTE
Amendment No. 1 to Amended and Restated Promissory Note (this
"Amendment"), dated as of November 1, 2001, by and among Gold & Xxxxx
Transfer, S.A., a corporation duly organized and existing under the laws of
the British Virgin Islands ("Gold & Xxxxx"), Revision LLC, a limited liability
company duly organized and existing under the laws of the State of Delaware
("Revision"), Xxxxxx X. Xxxxxxxx, an individual ("Xxxxxxxx") (each of Gold &
Xxxxx, Revision and Xxxxxxxx referred to herein, individually, as a "Borrower"
and, collectively, as the "Borrowers") and Xxxxxx X. Xxxxx, an individual (the
"Lender").
Reference is made to the Amended and Restated Promissory Note, dated as
of March 1, 2001, by the Borrowers in favor of the Lender (the "Note").
A. Amendments to the Note
----------------------
1. The principal amount of the Note, as set forth at the beginning of
the Note and in Section 1 thereof, is hereby amended by reducing the principal
amount from $14,310,400.00 to $13,895,488.20. The date of the Note is hereby
amended by replacing "March 1, 2001" with "November 1, 2001".
2. Section 1 of the Note is hereby further amended by deleting the
words "an installment payment of $3,000,000.00 of principal shall be payable
on March 31, 2001, and the balance of" from the first sentence thereof.
3. Section 2 of the Note is hereby amended as follows:
(a) The following definition is hereby added to Section 2 of the Note:
LLC Assignment: the Assignment Agreement, dated as of November 1,
2001, among Dankjold Xxxx Aviation LLC, Xxxxxx X. Xxxxxxxx, Gold &
Xxxxx Transfer, S.A., and Xxxxxx X. Xxxxx.
(b) The definition of "Loan" appearing in Section 2 of the Note is
hereby amended and restated in its entirety as follows:
Loan: the loan made by the Lender to the Borrowers on the
Original Closing Date in the aggregate principal amount of
$13,000,000.00 (such amount having been increased to
$14,310,400.00 on March 1, 2001, and decreased to $13,895,488.20
on November 1, 2001), the repayment and other obligations with
respect to which are the subject matter of this Note.4.
4. Subparagraphs (a), (b) and (c) of Section 7 of the Note are hereby
amended by inserting after the words "the Pledge Agreement" each time they
appear therein the words "or the LLC Assignment".
B. Counterparts
------------
This Amendment may be executed in any number of counterparts, each of
which is an original, but all of which together constitute but one instrument.
C. Governing Law
-------------
This Amendment shall be construed and enforced in accordance with and governed
by the internal laws of the State of New York without reference to principles
of conflicts of law, including all matters of construction, validity and
performance.
D. Continuing Effect
-----------------
Except as amended hereby, the Note shall in all respects remain in full
force and effect.
[THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered personally or by their representative officers or
agents duly authorized as of the date first above written.
Borrowers:
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GOLD & XXXXX TRANSFER, S.A.
By: /s/ Xxxxxx X. Xxxxxxxx
------------------------------
Xxxxxx X. Xxxxxxxx,
Attorney-in-Fact
REVISION LLC
By: /s/ Xxxxxx X. Xxxxxxxx
-----------------------------------
Xxxxxx X. Xxxxxxxx,
Manager
XXXXXX X. XXXXXXXX
By: /s/ Xxxxxx X. Xxxxxxxx
--------------------------
Xxxxxx X. Xxxxxxxx
Lender:
------
XXXXXX X. XXXXX
By: /s/ Xxxxxx X. Xxxxx
----------------------------
Xxxxxx X. Xxxxx
