Exhibit 2
AMENDMENT TO THE
GENERAL SECURITY AGREEMENT
(Floating Lien)
This Amendment (this "Amendment"), dated as of January 23, 2002,
between Emex Corporation, a Nevada corporation with its principal executive
office at 00000 Xxxx Xxxxxx Xxxxxx, Xxxxx X-000, Xxxxxxxx, XX 00000 (the
"Debtor"), and Thorn Tree Resources LLC, a Delaware limited liability company
(the "Secured Party"), with a principal office at 000 Xxxxxxx Xxxxxx, Xxxxx
0000, Xxx Xxxx, Xxx Xxxx 00000 amends that certain Security Agreement, dated as
of October 17, 2001, between Debtor and Secured Party (the "Security
Agreement").
W I T N E S S E T H:
WHEREAS, concurrently herewith, the Debtor will issue to the Secured
Party the secured grid note in favor of the Secured Party in the principal sum
of Six Hundred Twenty Eight Thousand ($628,000) (as it may be a any time
amended, extended, restated, renewed or modified, the "Second Note");
WHEREAS, it is a condition precedent to the obligation of the Secured
Party to provide the advances to the Debtor as evidenced by the Second Note that
the Debtor shall have granted Secured Party a security interest in the
Collateral to secure the obligations of Debtor under the Second Note and amended
the Security Agreement to secure the Second Note by the Collateral.
NOW, THEREFORE, for value received and in order to induce the Secured
Party to provide the advances evidenced by the Second Note to the Debtor, the
Debtor hereby agrees as follows:
1. Unless otherwise defined herein, capitalized terms used in this Agreement
shall have the meaning specified therefor in the Security Agreement.
2. The Security Agreement is hereby amended so that the defined term "Secured
Obligations" therein includes all obligations of the Debtor, whether for
borrowed money, fees, expenses or otherwise, now existing or hereafter
arising under (i) the Security Agreement and the Note, and (ii) this
Amendment and the Second Note. All references to the term "Note" or "Notes"
in the Security Agreement shall refer to the Note (as defined in the
Security Agreement) together with the Second Note, except that capitalized
terms used and not defined in the Security Agreement (including the term
"Permitted Liens") shall have the meaning assigned to such terms in the
secured grid note of Debtor in favor of the Secured Party in the principal
sum of Six Million Dollars ($6,000,000), dated October 17, 2001 (as it may
be at any time amended, extended, restated, renewed or modified).
3. Except as amended hereby, the Security Agreement all terms of the shall
remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed and delivered by their duly authorized officers as of the date first
above written.
EMEX CORPORATION
as Debtor
By: /s/ Xxxxxx X. Xxxxx
---------------------------------
Name: Xxxxxx X. Xxxxx
Title: President and CEO
THORN TREE RESOURCES LLC
as Secured Party
By: /s/ Xxxxx X. Xxxxxxx
---------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Manager
