AMENDMENT NO. 1
TO
SECURITY AGREEMENT
Amendment No. 1 (the "Amendment"), dated as of October 15, 2001, to
Security Agreement (the "Security Agreement"), dated as of September 14, 2001,
by and between Vizacom Inc. ( "Debtor"), a Delaware corporation with its
principal place of business located at 0000 Xxxxxxxx Xxxxxxxx Xxxxxxx, Xxxxxxx,
Xxx Xxxx 00000, and SpaceLogix, Inc. (the "Secured Party" and together with the
Debtor, the "Parties"), a Delaware corporation having its principal place of
business at 000 Xxxxx Xxxxxx, 00xx Xxx, Xxx Xxxx, XX 00000.
WHEREAS, the Parties desire to amend the Security Agreement as set
forth herein.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, it is hereby agreed as follows:
1. Amendment. Section 4 of the Security Agreement is hereby
amended and restated as follows:
"4. Events of Default. The occurrence of any of the
following events with respect to Debtor shall constitute an
event of default on the part of Debtor hereunder (an "Event of
Default"):
(a) failure by Debtor to pay the principal or interest
of the Note or any installment thereof when due, whether on
the date fixed for payment or by acceleration or otherwise;
provided, however, that failure to pay any principal or
interest when due shall not be an Event of Default if such
overdue payment is paid within ten business days of such
due date; or
(b) if Debtor or any other authorized person or entity
shall take any action to effect a dissolution, liquidation
or winding up of Debtor; or
(c) if Debtor shall make a general assignment for the
benefit of creditors or consent to the appointment of a
receiver, liquidator, custodian, or similar official of all
or substantially all of its properties, or any such
official is placed in control of such properties, or Debtor
shall commence any action or proceeding or take advantage
of or file under any federal or state insolvency statute,
including, without limitation, the United States
Bankruptcy Code or any political subdivision thereof,
seeking to have an order for relief entered with
respect to it or seeking adjudication as a bankrupt
or insolvent, or seeking reorganization, arrangement,
adjustment,
liquidation, dissolution, administration, a voluntary
arrangement, or other relief with respect to it or its
debts; or
(d) there shall be commenced against Debtor any action
or proceeding of the nature referred to in paragraph (c)
above or seeking issuance of a warrant of attachment,
execution, distraint, or similar process against all or any
substantial part of the property of Debtor, which results
in the entry of an order for relief which remains
undismissed, undischarged or unbonded for a period of sixty
days; or
(e) Borrower enters into an agreement to acquire a
business other than SpaceLogix without the consent of
SpaceLogix."
2. Miscellaneous.
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(a) This Security Agreement shall be construed in accordance with and
governed by the laws of the State of New York, without regard to its conflicts
of law principles.
(b) This Security Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto, intending to be legally bound
hereby, have executed and delivered this Amendment as of the day and year first
above written.
SPACELOGIX, INC.
By: /s/ Xxxx Xxxxxxx
---------------------------------
Name: Xxxx Xxxxxxx
Title: CFO
VIZACOM INC.
By: /s/ Xxxx Xxxxxxxxxx
---------------------------------
Name: Xxxx Xxxxxxxxxx
Title: CFO
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