EXHIBIT 10.9
SECOND AMENDMENT TO LOAN AGREEMENT AND PROMISSORY NOTE
THIS SECOND AMENDMENT TO LOAN AGREEMENT AND PROMISSORY NOTE (the
"Second Amendment) is entered into as of July 8, 1999, by and among STRATEGICUS
PARTNERS, INC., an Oregon corporation ("Borrower"), and NETVALUE HOLDINGS, INC.,
a Delaware corporation ("Lender").
RECITALS
A. On May 28, 1999, the parties executed and delivered a Loan
Agreement (the "Agreement") and Promissory Note (the "Note"). The term
"Agreement" also includes the Amendment to Loan Agreement dated as of June 15,
1999. This Second Amendment modifies certain of the terms and conditions
contained in the Agreement and Note.
B. On or about June 21, 1999, the parties executed and delivered a
Merger Agreement and Plan of Reorganization (the "Merger Agreement") for the
merger of Strategicus Partners, Inc. with netValue Holdings, Inc. The parties
thereto have agreed to consummate the merger (the "Effective Time," as defined
in the Merger Agreement) within 45 days after the signing of the Merger
Agreement and desire to extend the repayment terms under the Agreement and Note
to allow the parties to consummate the merger.
NOW THEREFORE, the parties agree as follows:
1. Defined Terms. Unless given a different meaning herein, all capitalized
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terms used in this Second Amendment shall have the meanings ascribed to them in
the Agreement and Note.
2. Continuing Effectiveness. Except as expressly modified herein, all of the
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terms, conditions, covenants and exhibits set forth in the Agreement and Note
remain in full force and effect among the parties.
3. Modification of Payment Terms. Repayment of the entire outstanding balance
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of the Note and the Agreement is due on or before July 2, 1999. So long as the
Merger Agreement has not been terminated in accordance with its terms and
through the Effective Time, Lender agrees that it shall take no action to demand
or collect the amounts due under the Note and Agreement nor shall it exercise
any of its rights and remedies under the Security Agreement executed by and
between the parties. In the event the Merger Agreement is terminated, the
amounts due under the Agreement and Note shall be due on the effective date of
such termination.
4. Counterparts. This Second Amendment may be executed by the parties in
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separate counterparts, each of which when executed and delivered shall be an
original, but all of which together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties have executed this Second Amendment as
of the date first written above.
BORROWER: LENDER:
STRATEGICUS PARTNERS, INC. NETVALUE HOLDINGS, INC.
00000 XX Xxxxxxxxxx Xxxxxxx, #000 Two Xxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxx, XX 00000 Xxxxxxxxxxxx, XX 00000
Fax No.: (000) 000-0000 Fax No.: (000) 000-0000
By:/s/ Xxxxxxx Xxxxx By: /s/ Xxxxxx Xxxxx
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Title: Xxxxxxx Xxxxx, President Title: Xxxxxx Xxxxx, President
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