EXHIBIT 10.35
AMENDMENT NUMBER THREE TO
SECURED CONVERTIBLE PROMISSORRY NOTE
THIS AMENDMENT NUMBER THREE TO SECURED CONVERTIBLE PROMISSORRY NOTE
(this "AMENDMENT") is made and entered into as of the 31th day of December,
2003, 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 and by
that certain Amendment No. Two to Secured Convertible Promissory Note, dated as
of October 4, 2002 (as amended, the "CONVERTIBLE NOTE").
B. The Parties are delivering this Amendment pursuant to that
certain Letter Agreement, dated as of December 31, 2003.
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 March 1, 2004.
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.
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:
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Xxxxx Xxxxxxxxxx
Title: Chief Executive Officer
[NAME OF HOLDER]
By:
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Title:
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