EXHIBIT 4.43
AMENDMENT NO. 2 TO CONVERTIBLE PROMISSORY NOTE
This AMENDMENT NO. 2 TO CONVERTIBLE PROMISSORY NOTE (this
"Amendment") is made as of the 1st day of August, 2002, between EpicEdge, Inc.,
a Texas corporation ("Maker"), and Edgewater Private Equity Fund III, L.P.
("Payee").
PREAMBLE
WHEREAS, Maker executed a Convertible Promissory Note on the 21st
day of July, 2000 whereby it promised to pay to the order of Payee the sum of
$3,750,000, plus interest thereon (the "Original Note"), a copy of which is
attached as Exhibit A;
WHEREAS, Maker and Payee entered into an Amendment to Convertible
Promissory Note dated as of July 20, 2001 (collectively with the Original Note
and this Amendment, the "Note"), a copy of which is attached hereto as Exhibit
B; and
WHEREAS, in order to maximize the purposes for which the Original
Note was procured, Payee has agreed to extend the Maturity Date (as defined in
the Original Note).
NOW, THEREFORE, in consideration of ten and no/100 dollars ($10),
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree to amend and/or supplement the
Note as follows:
1. The Maturity Date of the Note shall be amended from
"August 1, 2002" to "April 16, 2003."
Except as specifically set forth herein, all terms of the Note shall
remain unmodified and in full force. Payee reserves all rights and remedies
under the Note and the Loan Agreement (as defined in the Note). The Maker agrees
to pay all costs and expenses incurred by the Payee including, but not limited
to, the legal fees and costs of Payee's counsel in connection with this
Amendment and any other equity or debt financing contemplated between Maker and
Payee, whether incurred on, prior to or subsequent to the date hereof,
immediately upon demand of the Payee.
This Amendment may be executed in one or more counterparts, each of
which shall be deemed an original and all of which taken together shall
constitute one and the same instrument. A facsimile copy of a signature page to
this Amendment shall be deemed an original for all purposes.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, each of the parties hereto has executed this
Amendment or has caused this Amendment to be executed on its behalf by a
representative duly authorized, all as of the date first above set forth.
MAKER:
EPICEDGE, INC.
By: /s/ Xxxxxxx Xxxxxx
-----------------------------------
Name: Xxxxxxx Xxxxxx
Title: President and Chief Executive
Officer
PAYEE:
EDGEWATER PRIVATE EQUITY FUND III, L.P.
By: Edgewater III Management, L.P.
Its: General Partner
By: Xxxxxx Management, Inc.
Its: General Partner
By: /s/ Xxxx Xxxxxxxxxxx
-----------------------------------
Name: Xxxx Xxxxxxxxxxx
Title: Vice President
