Exhibit 10.74
LOAN MODIFICATION
AND
SECURITY AGREEMENT
THIS LOAN MODIFICATION AND SECURITY
AGREEMENT (“ Agreement ”) is made effective as
of August 14, 2009, by and between George Mainas and Mainas
Development Corporation, a corporation wholly-owned by George
Mainas (collectively, the “ Secured Party ”),
and Public Media Works, Inc., a Delaware corporation (“
Borrower ”), with respect to the following
facts:
WHEREAS, (i) on August 30,
2000, the Borrower and Secured Party entered into an unsecured
promissory note bearing interest at 8% per annum, and as of
May 31, 2009, the outstanding balance under the promissory
note was $698,733, and the debt is payable on demand; (ii) on
August 19, 2004, the Borrower and Secured Party entered into
an unsecured line of credit in the a maximum amount of $250,000
bearing interest at 9% per annum, and as of May 31, 2009,
the outstanding balance under the line of credit was $279,061; and
(iii) in July 2008, the Borrower and Secured Party entered
into an unsecured promissory obligation to borrow $42,000 bearing
interest at 7% per annum and as of May 31, 2009, the
outstanding balance of under the obligation was $65,431
(collectively, the “ Loan Obligations
”);
WHEREAS, the Secured Party made
demand to the Company on March 31, 2005 for payment of all
amounts due and owing by the Company under the unsecured promissory
note and unsecured line of credit; and
WHEREAS, in consideration of the
extension of the repayment date of the Loan Obligations by Secured
Party, the parties hereto have agreed to secure the payment
obligations of Borrower under the Loan Obligations with a security
interest in certain collateral described below (the “
Collateral ”);
NOW, THEREFORE, in consideration of
the foregoing recitals, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:
1. Definitions;
Interpretation . As used in this Agreement:
1.1 “ Collateral
” means all accounts, general intangibles, instruments,
rents, monies, payments, and all other rights, arising out of a
sale, lease or other disposition of any property (real and
personal) now or hereafter owned or possessed by Guarantor, and all
inventory, equipment, appliances, furnishings, and fixtures now or
hereafter acquired by Guarantor or used in connection therewith and
in which Guarantor now has or hereafter acquires any right and the
proceeds therefrom. As additional collateral, Guarantor assigns to
Secured Party, a security interest in all of its right, title, and
interest to any trademarks, trade names, contract rights, and
leasehold interests in which Guarantor now has or hereafter
acquires.
1.2 “ Lien ”
means any security interest, mortgage, pledge, lien attachment,
claim, charge, encumbrance, agreement retaining title, or
lessor’s interest covering the Collateral.
1.3 Terms defined in the Uniform
Commercial Code not otherwise defined in this Agreement are used as
defined in that code on the date of this Agreement.
2. Extension of Repayment Date;
Grant of Security Interest .
(a) Secured Party hereby retracts
its demand to the Company for immediate repayment of the Loan
Obligations and agrees to extend the repayment date for all Loan
Obligations to December 31, 2009 (the “ Maturity
Date ”). Secured Party and Borrower agree that the entire
outstanding balance and accrued interest under the Loan Obligations
shall be due and payable on the Maturity Date. Secured Party and
Borrower agree that any and all amounts of money loaned or advanced
by Secured Party to Borrower hereafter shall be included within the
definition of “ Loan Obligations ”
herein.
(b) Borrower grants Secured Party a
security interest in the Collateral to secure payment of the Loan
Obligations.
3. Borrower’s Covenants
. Borrower promises: (a) to pay the Loan Obligations to
Secured Party on or before the Maturity Date; (b) to pay all
expenses, including attorneys’ fees, incurred by Secured
Party in the perfection, preservation, realization, enforcement,
and exercise of its rights under this Agreement; (c) to
indemnify Secured Party against the loss of any kind, including
reasonable attorneys’ fees, caused to Secured Party by reason
of its interest in the Collateral; (d) to perform all acts
necessary to maintain, preserve, and protect the Collateral;
(e) to execut
