Exhibit 10.2
AMENDMENT TO LOAN AND SECURITY AGREEMENT
This Amendment (the "Amendment") to the Loan and Security Agreement and
the Note, both dated as of August 5, 1999 (the "Loan Agreement"), is entered
into on April 2, 2001, by and between Vidikron of America, Inc., a Delaware
corporation ("Borrower"), and Market, LLC, a Cayman Islands, BWI limited
liability company ("Lender" and together with Borrower, the "Parties").
Introduction
The Parties entered into the Loan Agreement pursuant to Section 2.1 of
which Market agreed to make revolving credit loans from time to time in an
aggregate principal amount of up to $2 million. The revolving credit facility
was evidenced by the Revolving Credit Note payable to the Lender. As
consideration for such loan amount, Borrower granted Lender a security interest
in its Collateral. The Parties desire to supercede in part the Loan Agreement
and the Revolving Credit Note with this Amendment.
NOW, THEREFORE, in consideration of good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties do
hereby agree as follows:
Agreement
1. The Borrower hereby acknowledges that certain $500,000
Promissory Note, dated February 16, 2001, executed by it in favor
of Lender for the purpose of applying such loan balance against
the increased Revolving Credit Facility in Section 2 herein.
2. The first paragraph of Section 2.1 is hereby deleted in its
entirety and replaced with the following:
Section 2.1 Revolving Credit Facility. The Lender
shall,subject to the terms and conditions
hereinafter set forth, make revolving credit loans
(the "Revolving Credit Loan(s)") to the Borrower from
time to time, in an aggregate principal amount not to
exceed $3,750,000.
3. The face amount of the Revolving Credit Note is hereby increased
from $2,000,000 to $3,750,000. Accordingly, the figure $2,000,000
in the 12th line of first paragraph of the Revolving Credit Note
is hereby deleted and replaced by the figure $3,750,000.
4. To the extent that this Amendment is in conflict with any
provision of either the Loan Agreement or the Revolving Credit
Note, this Amendment controls. To the extent that any portion of
the Loan Agreement or the Revolving Credit Note is modified or
any paragraph, subparagraph or clause thereof is modified or
deleted by this Amendment, the unaltered provisions of the Loan
Agreement and the Revolving Credit Note will remain in effect.
5. Capitalized terms not defined herein have the meanings given to
them in the Loan Agreement.
6. Except as expressly modified herein, the Parties each hereby
ratify and confirm the Loan Agreement and Loan, and acknowledge
that the same continue, as modified herein, in full force and
effect.
IN WITNESS WHEREOF, the undersigned have duly executed and delivered
this Amendment on the date first written above.
ATTEST: VIDIKRON OF AMERICA, INC.
--------------------------- ---------------------------
Name: Name:
Secretary Title:
ATTEST: MARKET LLC
--------------------------- ---------------------------
Name: Navigator Management Ltd.
Secretary Director
