First Amendment to September 26, 2007 Superseding Note (Superseding May 11, 2007 Note)
Exhibit
4.2
First
Amendment to
September
26, 2007 Superseding Note (Superseding May 11, 2007 Note)
This
first amendment (“First Amendment”) to the September 26, 2007 Superseding Note
(“Note”) is made by and between ICC Worldwide, Inc. (formerly, Torbay Holdings,
Inc. and hereinafter referred to as “ICCWW”) and Nutmeg/Mercury LLLP
(“Nutmeg/Mercury”). Unless otherwise defined herein, all capitalized terms used
herein shall have the same meanings as ascribed to them in the
Note.
The
parties agree to amend the Note effective immediately as follows:
|
1.
|
The
interest rate payable on the Note is hereby increased from 12.5% to 13.5%
per year effective January 1, 2009.
|
|
2.
|
In
return, Nutmeg/Mercury agrees that:
|
|
a.
|
the Maturity
Date of the Note is extended from May 11, 2009 to May 11,
2010,
|
|
b.
|
Nutmeg/Mercury
waives any and all of its rights and options to convert the accrued
interest and principal of the Note into the common stock of ICCWW,
and
|
|
c.
|
that
the ICCWW warrants 2007-1 and 2007-2 to purchase a total of 7,500,000
shares of the common stock of ICCWW are hereby cancelled and of no further
force or effect and Nutmeg/Mercury shall promptly return to ICCWW for
cancellation all certificates representing such
warrants.
|
3. Except
as amended hereby, the Note shall remain in full force and effect.
IN
WITNESS WHEREOF, the parties have duly executed this First Amendment to the Note
on December 31, 2008.
|
/s/
Xxxxxxx X Xxxxx
|
|
Xxxxxxx
X Xxxxx
|
|
President
and CEO
|
|
/s/
Xxxxxxx X Xxxxxxxx
|
|
Xxxxxxx
X. Xxxxxxxx
|
|
Manager
|
|
Nutmeg/Mercury
LLLP
|
