FIRST AMENDMENT TO
LOAN AND SECURITY AGREEMENT AND STOCK PURCHASE WARRANT
THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT AND STOCK PURCHASE
WARRANT dated as of April 1, 1997 (the "Amendment") by INTERACTIVE MAGIC, INC.,
a Maryland corporation ("Borrower"), and PETRA CAPITAL, LLC, a Georgia limited
liability company ("Lender").
W I T N E S S E T H:
WHEREAS, Borrower and Lender are parties to that certain Loan and Security
Agreement, dated as of March 24, 1997 (as heretofore amended or modified, the
"Loan Agreement"; capitalized terms used herein and not otherwise defined shall
have the meanings ascribed to such terms in the Loan Agreement), pursuant to
which Borrower has borrowed and Lender has made a loan in the amount of Three
Million and No/100 Dollars ($3,000,000.00), upon the terms and conditions set
forth in the Loan Agreement;
WHEREAS, Borrower and Lender are parties to that certain Stock Purchase
Warrant, dated as of March 24, 1997 (as heretofore amended or modified, the
"Stock Warrant"; capitalized terms used herein and not otherwise defined shall
have the meanings ascribed to such terms in the Stock Warrant);
WHEREAS, the Lender and the Borrower, at the request of Borrower,
desire to amend certain terms of the Loan Agreement and the Stock Warrant;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Borrower and the Lender
hereto, intending to be legally bound, hereby agree to amend the Loan Agreement
as follows:
1. Section 4.25 of the Loan Agreement is hereby amended by replacing said
Section with the following:
4.25 The Interactive Creations Incorporated Merger. Upon consummation
of the merger by and among Interactive Creations Acquisition Corp., a North
Carolina corporation and wholly-owned subsidiary of Borrower and
Interactive Creations Incorporated, a Texas corporation, Borrower will (a)
cause the surviving corporation to execute a subsidiary guaranty and
security agreement, in each case in form and substance satisfactory to
Lender, guaranteeing on an unconditional basis the due and punctual payment
of all Secured Obligations and granting a security interest in
substantially all of the assets of the surviving corporation, (b) pledge
the surviving corporation's stock to Lender as security for the Secured
Obligations pursuant to a pledge agreement in form
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and substance satisfactory to Lender, and (c) provide such opinions of
Borrower's counsel as Lender shall reasonably request.
2. Section 6.1(k) of the Loan Agreement is hereby amended by replacing said
Section with the following:
(k) Borrower shall fail to provide the documents required under
Section 4.25 of this Agreement within thirty (30) days of consummation of
the merger by and among Interactive Creations Acquisition Corp., a North
Carolina corporation and wholly-owned subsidiary of Borrower, and
Interactive Creations Incorporated, a Texas corporation.
3. Section 1(c) of the Stock Warrant is hereby amended by replacing said Section
with the following:
(c) In addition to the rights granted to Holder under subsection (a)
and (b) of this Section 1, if on September 21, 1997, any indebtedness
evidenced by the Note or any other monetary obligation under the Loan
Agreement is outstanding, the Holder shall have the right to purchase
56,546 shares of Common Stock; provided, however, that the Holder will not
be entitled to the rights granted to Holder under this subsection (c) of
Section 1 if the merger by and among Interactive Creations Acquisition
Corp., a North Carolina corporation and wholly owned subsidiary of the
Company and Interactive Creations Incorporated, a Texas corporation, has
not been consummated prior to the time of any exercise of this Warrant
pursuant to Section 3 hereof.
4. Except as expressly provided herein, the Loan Agreement and the Stock Warrant
shall continue in full force and effect, and the amended terms and conditions of
the Loan Agreement and the Stock Warrant are expressly incorporated herein and
ratified and confirmed in all respects. This Amendment is not intended to be or
to create, nor shall it be construed as, a novation or an accord and
satisfaction.
5. From and after the date hereof, references to the Loan Agreement shall be
references to the Loan Agreement as amended hereby and references to the Stock
Warrant shall be references to the Stock Warrant as amended hereby.
6. Borrower hereby affirms that no Event of Default (as defined in the Loan
Agreement) has occurred and is continuing under the Loan Agreement as amended
hereby.
7. THIS AMENDMENT SHALL BE GOVERNED IN ALL RESPECTS BY AND CONSTRUED IN
ACCORDANCE WITH GEORGIA LAW.
8. This Amendment may be executed in any number of counterparts, each of which
shall be deemed to be an original and all of which, taken together, shall
constitute one and the same document.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment, or
have caused this Amendment to be executed by the duly authorized officers, as of
the day and year first above written.
BORROWER:
INTERACTIVE MAGIC, INC.
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: President
Attest: /s/ Nina Xx X. Xxxxxxxx
--------------------------
Name: Nina Xx X. Xxxxxxxx
Title: Assistant Secretary
[SIGNATURE PAGE
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT AND STOCK
PURCHASE WARRANT]
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LENDER:
PETRA CAPITAL, LLC
By: PETRA CAPITAL MANAGEMENT, LLC
By: /s/ Xxxx X. Xxxxx, III
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Xxxx X. Xxxxx, III
Member
[SIGNATURE PAGE
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT AND STOCK
PURCHASE WARRANT]
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