LOAN EXTENSION AGREEMENT
THIS LOAN EXTENSION AGREEMENT ("Extension Agreement") by and between
Irrevocable Trust Agreement Number III ("IT3") and Trust Licensing, Inc.
("Trust") is entered into and is effective as of the 16th day of May, 2005.
WITNESSETH:
WHEREAS, on August 24, 2004, Trust Licensing, LLC (the
predecessor-in-interest to Trust) executed a Promissory Note with IT3 pursuant
to which Trust Licensing, LLC borrowed the principal sum of One Hundred
Sixty-Five Thousand Dollars ($ 165,000) from IT3 ("August 2004 Note"); and
WHEREAS, on October 8, 2004, Trust executed a Promissory Note with IT3
pursuant to which Trust borrowed the principal sum of Twenty-Five Thousand
Dollars ($ 25,000) from IT3 ("October 2004 Note"); and
WHEREAS, on March 9, 2005, Trust executed a Promissory Note/Line of
Credit pursuant to which Trust could borrow a principal amount of up to
Fifty-Five Thousand Dollars ($ 55,000) from IT3 ("March 2005 Note"); and
WHEREAS, the parties have agreed to extend the maturity dates of each
of the above-references notes;
NOW, THEREFORE, in consideration of the mutual promises herein
contained and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged by the parties, Trust and IT3 agree as follows:
1. Recitals. To the best knowledge of Trust and IT3, the recitals set forth
above are agreed to be true and correct.
2. Maturity Date Extensions. The maturity dates of the August 2004 Note,
the October 2004 Note and the March 2005 Note are each hereby extended to
December 9, 2005, respectively.
3. March 2005 Note Principal Payment. Notwithstanding the extensions
provided in Section 2 above, Trust agrees that it will pay Thirty-Thousand
Dollars ($ 30,000) of principal due to IT3 on the March 2005 Note promptly after
receipt of the proceeds of the "Second Closing" (as that term is defined in the
Promissory Note by and between Trust and Xxxxxxxxxx Equity Partners, Ltd., dated
April 14, 2005).
4. No other modifications. Except as specifically modified above, the terms
of the August 2004 Note, the October 2004 Note and the March 2005 Note shall
remain unchanged and in full force and effect. Interest on each note shall
continue to accrue and be paid at the rate and on the terms set forth therein.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the parties hereto have executed this Extension
Agreement as of the date first above written.
TRUST LICENSING, INC.
By:
Name: Xxxxxxx X. Xxxxx
Title: EVP, Business & Legal Affairs
IRREVOCABLE TRUST AGREEMENT NUMBER III
By:
Name: Xxx Xxxxxx Xxxx
Title: Trustee
[Signature Page to Loan Extension Agreement]
