Exhibit 10.14
NOTE AGREEMENT AMENDMENT NO. 2
This Amendment No. 2, dated as of September 30, 2004 (this "Amendment") by
Wireless Age Communications, Inc. (the "Company") and Xxxxxx Xxxxxxxxxxx (the
"Purchaser").
WHEREAS, The Company and the Purchaser previously entered into a Note Purchase
and Security Agreement dated as of December 31, 2003 (the "Note Agreement") and
the Company has executed a Note in the principal amount of $1,930,000.00 (one
million nine hundred thirty thousand U.S. Dollars) dated as of even date
therewith (the "First Note");
WHEREAS, The Company and the Purchaser previously entered into a second Note
subject to the terms and conditions of the Note Agreement, in the principal
amount of $400,000.00 (four hundred thousand U.S. Dollars), dated as of January
21, 2004 (the "Second Note" and referred to collectively herein together with
the First Note as the "Notes");
WHEREAS, The Company and the Purchaser previously entered into an Amendment of
the Note Agreement and the Notes dated June 30, 2004 (the "Amendment No. 1");
WHEREAS, the Company previously entered into a Placement Agreement with Xxxxxx
Xxx ("Sim"), Xxxxxxxx Sim ("Spouse") and 101016305 Saskatchewan Ltd.
("101016305" and collectively with Sim and Spouse, the "Placement Parties"),
dated as of June 30, 2004 (the "Placement Agreement No. 1");
WHEREAS, the Company is as of even date herewith entering into an amendment of
the Placement Agreement with the Placement Parties (the "Placement Agreement No.
2");
WHEREAS, The Company and the Purchaser desire to further amend certain
provisions of the Notes and the Note Agreement together with the effectiveness
of Placement Agreement No. 2;
NOW, THEREFORE, for good and valuable consideration, which is deemed adequate
and sufficient in all respects by the parties hereto, the Company and the
Purchaser agree as follows:
1. Subject to Paragraph 2 below, so long as the Company has performed in
accordance with the terms and conditions of the October Placement, as such term
is defined in the Placement Agreement, all unpaid principal together with any
interest then due and all other amounts payable upon the Notes, shall be due and
payable on demand by the Purchaser at any time after December 31, 2004.
2. So long as the Company has performed in accordance with the Placements, as
such term is defined in the Placement Agreement, all unpaid principal, together
with the balance of accrued and unpaid interest and any other amounts payable
upon the Notes, shall be due and payable on demand by the Purchaser at any time
after December 31, 2004. Notwithstanding anything to the contrary, in the event
of a default by the Company in performance of any of the items set forth in this
Amendment No. 2 or in the Placement Agreement No. 2, the Notes shall also be
deemed to be in default.
NOTE AGREEMENT AMENDMENT XX. 0 Xxxxxxxxx 00, 0000
Xxxxxxxx Age Communications, Inc. Xxxxxx Xxxxxxxxxxx
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3. In the event that any premium over face value of collateral securing the
Notes is paid by the issuer of such collateral prior to maturity and payment of
the Notes on December 31, 2004, the Company shall deliver to Purchaser 50% of
the proceeds of such collateral which is over and above the threshold amount of
$2,330,000. Any and all such payments shall be in addition to interest otherwise
due and payable on the Notes and shall not offset any and all obligations with
respect to payment of interest.
4. The parties agree that all other terms and conditions not otherwise amended
herein with respect to the Notes and the Note Agreement, shall remain subject to
the respective provisions of the Notes and the Note Agreement, provided,
however, that in the event of a conflict between such other instruments and this
Amendment, this Amendment shall control. For purposes of clarity, any default of
this Amendment No. 2 or the Placement Agreement No. 2 shall constitute a default
of the Notes and all principal and interest on the Notes shall be accelerated
and immediately due and payable. A default rate of interest of 10% shall
therewith apply on the Notes upon any such default event.
5. The Company shall promptly execute and deliver to its legal counsel, as
escrow agent for the collateral underlying the Notes, duly executed and
notarized transfer powers permitting the prompt sale or other disposition of
such collateral, which transfer powers shall be maintained under the control of
the escrow agent, but shall be delivered to Purchaser, together with such
collateral underlying the Notes, in the event of any default by the Company of
the Notes.
6. This Amendment may be executed in several counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the
same document.
[Signature Page Follows]
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NOTE AGREEMENT AMENDMENT XX. 0 Xxxxxxxxx 00, 0000
Xxxxxxxx Age Communications, Inc. Xxxxxx Xxxxxxxxxxx
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IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed and delivered by their proper and duly authorized officers as of the
date and year first written above.
WIRELESS AGE COMMUNICATIONS, INC.
By: /s/ Xxxx X. Xxxxxxxx
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Name: Xxxx X. Xxxxxxxx
Title: Chairman and CEO
PURCHASER:
/s/ Xxxxxx Xxxxxxxxxxx
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Xxxxxx Xxxxxxxxxxx
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