EXHIBIT 10.7
AMENDMENT NUMBER TWO TO
SECURED CONVERTIBLE PROMISSORY NOTE
THIS AMENDMENT NUMBER TWO TO SECURED CONVERTIBLE PROMISSORY NOTE (this
"AMENDMENT") is made and entered into as of the 4th day of October, 2002, by and
between BRILLIANT DIGITAL ENTERTAINMENT, INC., a Delaware corporation (the
"BORROWER"), and ________________ ("HOLDER").
RECITALS
A. The Company has issued in favor of Holder a Secured Convertible
Promissory Note, dated as of May 23, 2001, in the original principal amount of
$________, which note has been amended by that certain Amendment No. One to
Secured Convertible Promissory Note, dated as of December 19, 2001 (as amended,
the "CONVERTIBLE NOTE").
B. The Parties are delivering this Amendment pursuant to that certain
Letter Agreement, dated as of October 2, 2002.
C. The Company and Borrower each desire to further amend the Convertible
Note to change the Maturity Date as provided herein.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and for good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Borrower and Holder hereby agree as follows:
1. DEFINITIONS. Capitalized terms used herein and not defined herein shall
have the meanings given such terms in the Convertible Note.
2. MATURITY DATE. The Convertible Note is hereby amended to change the
definition of "Maturity Date" therein to mean December 31, 2003.
3. MISCELLANEOUS. Except as expressly set forth in this Amendment, all of
the terms of the Convertible Note shall remain in full force and effect. All
references in the Convertible Note to "Convertible Note", "hereunder", "hereof",
or words of like import referring to the Convertible Note shall mean and be a
reference to the Convertible Note as and to the extent it is amended by this
Amendment. All references to the Convertible Note in the Note and Warrant
Purchase Agreement, the Security and Pledge Agreement and the Guaranty executed
as of May 23, 2001 in connection with the Convertible Note, and in the Investors
Rights Agreement executed as of December 19, 2001, shall mean and be a reference
to the Convertible Note as and to the extent it is amended by this Amendment.
This Amendment shall be governed by and construed in accordance with the laws of
the State of California applicable to contracts made in, and to be performed
within, said state.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment, or
have caused this Amendment to be executed by their duly authorized officers, as
of the day and year first above written.
BRILLIANT DIGITAL ENTERTAINMENT, INC.,
a Delaware corporation
By:
---------------------------
Xxxxxx Xxxxxx
Title: Chief Operating Officer and
Chief Financial Officer
[NAME OF HOLDER]
By:
Title:
2
