EXHIBIT 2.1
AMENDMENT TO NOTE
This Amendment to Note is made October 1, 1999 between KIELDUFF
INVESTMENTS LIMITED ("Maker") and SVI HOLDINGS, INC. ("Holder").
BACKGROUND
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Maker executed a Note dated December 31, 1998 ("Note") pursuant to which Maker
borrowed the sum of $18,108,000, which sum is secured by a Pledge Agreement
dated December 31, 1998. The balance of accrued interest due under the Note
through September 30, 1999 will be $355,571.51. Maker has requested an extension
of the due date of the Note from October 1, 1999 to February 15, 2000. As a
condition to Holder granting an extension of the due date of the Note, Maker
agrees to pay to Holder the $355,571.51 of accrued interest due under the Note
through September 30, 1999.
Maker and Holder now agree as follows:
1. CONDITIONS PRECEDENT. Holder has no obligation under this Amendment
and the terms of the Note remain in full force and effect, unmodified by the
terms of this Amendment, unless prior to October 29, 1999, Maker shall have
delivered to Holder immediately available funds in the amount of $355,571.51 to
be applied towards accrued interest due under the Note through September 30,
1999.
2. PAYMENT EXTENSION. Paragraph 1 of the Note is hereby deleted, and
the following provision substituted in its place:
"Payments. All amounts of principal and interest due under this Note
shall be paid to Holder on or before February 15, 2000."
3. CONFIRMATION OF NOTE. All other terms and provisions of the Note not
amended remain in full force and effect.
4. NO WAIVER. Except as specifically provided in this Amendment, Holder
has no obligation, nor has Holder made any commitment or representation, to
waive any further or additional defaults or to provide any additional extension
of the due date.
5. NO NOVATION. This Amendment does not constitute a novation or a
renewal of the Note, but rather a modification of the Note.
6. GENERAL. This Amendment is governed by and construed under the laws
of the State of California. This Amendment represents the entire agreement
between the parties and neither party shall be bound by any prior discussions,
proposals or oral agreements.
7. COUNTERPARTS. This Amendment may be executed in counterparts, each
of which shall be deemed an original and all of which together shall constitute
one document.
KIELDUFF INVESTMENTS LIMITED, SVI HOLDINGS, INC.,
an Ireland company a Nevada corporation
By: /s/ Xxxxx Xxxxx By: /s/ Xxxxx X. Xxxxxxxxx
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Name: Xxxxx Xxxxx Name: Xxxxx X. Xxxxxxxxx
Title: Director Title: Chief Executive Officer
ACKNOWLEDGED AND CONSENTED TO BY:
SYSTEMS FOR BUSINESS INCORPORATED,
a British Virgin Islands corporation
By: Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Officer
