Exhibit 10.6
AMENDMENT TO PROMISSORY NOTES
DEFERRAL OF PRINCIPAL PAYMENTS
THIS AMENDMENT TO PROMISSORY NOTES (the "Amendment") is made and entered
into as of the 31/st/ day of March 2002, by and among Xxxxxxx Holding Ltd., a
Cayman Island corporation (the "Lender") and MediaBin, Inc., a Georgia
corporation (the "Borrower").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, Lender is the holder of those certain Promissory Notes from
Borrower listed below, payable to the order of Lender (the "Note");
. Note dated March 23, 2000, in the principal amount of $1,000,000
plus accrued interest of $49,857;
. Note dated October 11, 2000, in the principal amount of $750,000
plus accrued interest of $38,575; and
. Note dated June 21, 2001, in the principal amount of $750,000 plus
accrued interest of $38,575; and
WHEREAS, Lender and Borrower wish to amend the Notes as hereinafter
provided;
NOW, THEREFORE, for and in consideration of the mutual agreements herein
contained and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Lender and Borrower hereby agree as follows:
The Notes shall be and is hereby modified and amended by deleting the
entire fifth (5/th/) paragraph of the Notes and replacing it with the following:
"Unless previously converted to common stock in accordance with the
provisions of the Loan Agreement, commencing January 1, 2003, and
continuing on each March 31, June 30, September 30 and December 31
thereafter, the indebtedness evidenced by this Note shall be due and
payable in 11 consecutive quarterly installments of principal, each in the
amount of 1/12th of the principal balance outstanding hereunder on March
30, 2002, plus all accrued and unpaid interest as hereinabove provided. The
entire outstanding balance of the indebtedness evidenced by this Note,
together with all accrued and unpaid interest, shall be due and payable in
a 12th and final installment on September 30, 2005. The Lender shall be
obligated to convert the entire outstanding principal balance hereunder
into common stock of the Borrower upon the events and in the manner
specified in the Loan Agreement."
All references in the Notes to this "Note" shall hereafter refer to the
Notes as hereby amended.
Except as expressly provided herein, all terms and conditions of the Notes
remain in full force and effect. Nothing herein shall be construed to constitute
a novation of the Notes, and the intention of the parties hereto is not to
extinguish the Notes.
This Amendment shall be construed in accordance with the laws of the State
of Georgia.
IN WITNESS WHEREOF, Borrower and Lender have caused this Amendment to be
executed, as of the date first above written.
BORROWER: LENDER:
MEDIABIN, INC. XXXXXXX HOLDING, LTD.
By: /s/ Xxxxxx Xxxxxxxx By: /s/ Xxxxxxx Xxxxxxxxxx
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Name: Xxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxxxx
Title: Chief Financial Officer Title: Director
Date: March 26, 2002 Date: April 10, 2002
