EXHIBIT 4.3
AMENDMENT NO. 1
TO
11% CONVERTIBLE
PROMISSORY NOTE
THIS AMENDMENT
NO. 1 TO 11% CONVERTIBLE PROMISSORY NOTE, dated as of January 24,
2007 (this “Amendment”), between National
Holdings Corporation , a Delaware corporation
formerly known as Olympic Cascade Financial Corporation (the
“Company”) and St. Cloud Capital Partners,
L.P. (“St. Cloud”).
WITNESSETH
WHEREAS, the Company previously issued to St.
Cloud its 11% Convertible Promissory Note in the principal amount
of $850,000, dated January 11, 2006 (the “Note”);
and
WHEREAS, the Company and St. Cloud wish to amend
the Note to change the amount of the charge to the Company in the
event of a prepayment of the Note.
NOW, THEREFORE, the parties hereto, in
consideration of the mutual promises herein contained and for other
good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, hereby agree to amend the Agreement
as follows:
1. Definitions; References; Continuation of
Agreement . Unless
otherwise specified herein, each term used herein that is defined
in the Note shall have the meaning assigned to such term in the
Note. Each reference to “hereof,” “hereto,”
“hereunder,” “herein” and
“hereby” and each other similar reference, and each
reference to “this Note” and each other similar
reference, contained in the Note shall from and after the date
hereof refer to the Note as amended hereby. Except as amended
hereby, all terms and provisions of the Note shall continue
unmodified and remain in full force and effect.
2. Right of Prepayment; Mandatory
Prepayment . The first
paragraph of Section 3 of the Note is hereby amended and restated
in its entirety as follows:
“At any
time, the Company shall have the right to prepay all or part of the
outstanding principal amount of this Note in installments not less
than the lesser of (i) One Hundred Thousand Dollars ($100,000) and
(ii)
