EXHIBIT 10.49
FIRST AMENDMENT TO LOAN AGREEMENT AND NOTE,
WAIVER AND CONSENT
THIS FIRST AMENDMENT TO LOAN AGREEMENT AND NOTE, WAIVER AND
CONSENT (this “First Amendment”) is made and
entered into as of April 28, 2005, by and among AESP, INC., a
Florida corporation (“AESP”), SLAV STEIN
(“STEIN”), ROMAN BRISKIN (“BRISKIN”)
(collectively, the “ Borrowers ”), and BENDES
INVESTMENT LTD, a Hong Kong Limited (“BENDES”), as
Lender (the “ Lender ”)
WITNESSETH:
WHEREAS , the Borrowers and Lender are party to that certain
Loan Agreement (“Loan Agreement”) and Secured
Promissory Note (“Promissory Note”) dated as of
April 16, 2004, the loan amount (as defined in the Loan
Agreement) thereunder being Six Hundred Thirty One Thousand Dollars
($631,000);
WHEREAS , the Borrowers have requested an extension of the
due date for the Loan Agreement and Promissory Note until
October 27, 2005;
WHEREAS , subject to the terms and conditions of this First
Amendment, the Lender is willing to extend the due date of the Loan
Agreement and Promissory Note until October 27,
2005;
NOW THEREFORE , in consideration of the premises and the
mutual covenants contained herein, the Borrower and Lender agree as
follows:
TERMS:
1.
Defined Terms. Capitalized but undefined terms herein shall
have the meanings given to them in the Loan Agreement.
2.
Amendments to Loan Agreement . The Loan Agreement is amended
as follows:
2.1
The tenth Recital is amended and restated as follows:
“WHEREAS,
this Loan Agreement, the Bendes Promissory Note, the Bendes
Security Agreement, the Bendes Guaranty, and the First Amendment,
shall collectively be referred to as the “TRANSACTION
DOCUMENTS”;
2.2
The final sentence of Section 2 of the Loan Agreement is
amended and restated as follows:
“The
entire principal balance of the Bendes loan together with accrued
but unpaid interest and such other amounts payable by AESP to
Bendes under the Bendes Promissory Note shall be due and payable on
or before October 27, 2005, and shall otherwise be payable in
accordance with the terms and subject to the conditions set forth
in the Bendes Promissory Note”
3.
Amendment to Promissory Note. The Promissory Note is amended
as follows:
3.1
The first sentence of Section 2 of the Promissory Note is
amended and restated as follows:
“The
full principal amount of this Note shall be due and payable on
October 27, 2005, but if the date that such payment is due is
not on a business day, then payment shall be due on the next
following business day”
4.
Reaf
