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Exhibit 10.1
FORM OF
NOTE AMENDMENT AGREEMENT
This agreement ("Agreement") is by and among iLinc
Communications,
Inc., a Delaware corporation ("iLinc" or the "Company"), [Note
Holder Name] (the
"Note Holder"), and Cerberus Financial, Inc. (the "Note Agent")
(all
collectively called the "Parties"), with this Agreement to be
effective on the
closing of the Offering (the "Effective Date"). All capitalized
terms used, but
not defined in this Agreement, have the meaning given to them in
the Unit
Purchase and Agency Agreement that was executed by and among the
Parties on
April 19, 2004 (the "Unit Purchase Agreement").
WHEREAS, the Note Holder participated in an offering by iLinc
to
purchase a unit that consisted of a senior unsecured promissory
note (the
"Senior Note"), a copy of which is attached as Exhibit "A," and
common stock of
the Company and simultaneously executed the Unit Purchase
Agreement;
WHEREAS, the Note Holder executed a Note Amendment Agreement in
December of 2006 to modify the terms of the Senior Note to extend
the Maturity
Date of the Senior Note to July 15, 2010 and to increase the
interest rate to a
new "Stated Rate" of twelve percent (12%) per annum; and,
WHEREAS, the Parties now wish to modify the terms of the Senior
Note
and the Unit Purchase Agreement as provided herein;
NOW, THEREFORE, for and in consideration of the mutual promises
and
covenants contained herein and other good and valuable
consideration, the
undersigned Parties do hereby agree as follows:
4. All
references in the Senior Note, and all references in the Unit
Purchase
Agreement, to the "Maturity Date" and the "due date" shall be
amended
hereby to reflect the new Maturity Date and due date of January 15,
2012
(the
"Maturity Date").
5. In
consideration for the extension o
