EXHIBIT 10.25
FOURTH AMENDMENT TO BRIDGE NOTE
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THIS FOURTH AMENDMENT TO BRIDGE NOTE (this "Agreement") is made as of the 9th
day of December, 1996, by and between Styles on Video, Inc., a Delaware
corporation ("SOV"), Xxxxxxx Xxxxx, Inc., a California Corporation ("FYI") and
International Digital Investors, L.P., a Delaware limited partnership ("IDI").
RECITALS
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WHEREAS, SOV, FYI, and IDI entered into a 10% Bridge Note Due October 3, 1996,
dated September 19, 0000, ("xxx Xxxxxx Xxxx");
WHEREAS, SOV, FYI and IDI entered into an Amendment and Waiver Agreement dated
October 15, 1996, which, among other things, increased the amount of the
financing available to $280,000 and extended the due date of the Bridge Note to
October 29, 1996;
WHEREAS, SOV, FYI and IDI entered into a Second Amendment and Waiver Agreement
dated October 25, 1996, which, among other things, increased the amount of the
financing available to $415,000, extended the due date of the Bridge Note to
November 8, 1996, and provided for the issuance of warrants equal to 3% of the
fully diluted shares of SOV's common stock outstanding should the parties fail
to enter into a permanent financing arrangement with IDI by November 30, 1996;
WHEREAS, SOV, FYI and IDI entered into a Third Amendment and Waiver Agreement
dated November ___, 1996, which, among other things, increased the amount of the
financing available to $665,000, extended the due date of the Bridge Note to
December 9, 1996, and increased the number of warrants issuable from 3% to 4% of
the fully diluted shares of SOV's common stock outstanding should the parties
fail to enter into a permanent financing arrangement with IDI by December 31,
1996 ("the Amended Bridge Note");
WHEREAS, it would be a violation of the terms of the Amended Bridge Note were
SOV and FYI to fail to pay the principal and unpaid interest due on December 9,
1996;
WHEREAS, IDI wishes to advance and SOV and FYI wish to receive up to an
additional $190,000 plus pursuant to the Amended Bridge Note;
WHEREAS, the parties wish to amend all of the relevant documentation to avoid
violations or default of the Amended Bridge Note by virtue of such failure, and
to increase the amount and extend the due date of the Amended Bridge Note and to
modify the conditions under which warrants are issuable to IDI;
NOW, THEREFORE, IN CONSIDERATION of the premises and for good and valuable
consideration, the parties hereby agree as follows:
1. Due Date. The due date of the Amended Bridge Note is hereby amended from
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December 9, 1996 to December 31, 1996.
2. Note Amount. The amount of the Amended Bridge Note is hereby amended from
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$665,000 to up to $855,000. Additional advances pursuant to the Amended Bridge
Note shall be funded via wire transfer from IDI to SOV or FYI in accordance with
the following schedule:
Amount Funding Date
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$140,000 December 10, 1996
up to $50,000 upon SOV's receipt of pending tax refunds.
3. Default Interest Commencement Date. The date of commencement of the
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Default Rate of interest is hereby amended from November 8, 1996 to December 31,
1996.
4. Warrants. The conditions under which the issuance of warrants to IDI may
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be avoided are hereby amended in their entirety as follows:
To avoid the issuance of warrants to IDI, the parties must enter into a
permanent financing arrangement with IDI or complete an exchange of
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warrants held by IDI for substantially all authorized unreserved unissued
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shares of SOV common stock at a conversion ratio agreed upon by SOV and IDI
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by December 31, 1996.
5. Applicable Law. This Agreement shall be governed by and construed in
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accordance with the internal laws of the State of California without regard to
conflicts of laws principles.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by their respective officers thereunto duly
authorized as of the date first written above.
STYLES ON VIDEO
By:
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Name:
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Title:
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XXXXXXX XXXXX, INC.
By:
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Name:
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Title:
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INTERNATIONAL DIGITAL INVESTORS, L.P.
By IDI Corp., a Delaware corporation,
its General Partner
By:
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Name:
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Title:
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