FIRST AMENDMENT TO SECURITY AGREEMENT
Exhibit
4.14
FIRST
AMENDMENT TO SECURITY AGREEMENT
THIS
FIRST AMENDMENT TO SECURITY AGREEMENT (this “Agreement”),
dated
as of November 7, 2005, is made by Market Central, Inc. dba Scientigo, Inc.,
a
Delaware corporation (the "Company"),
for
the benefit of the secured parties signatory hereto pursuant to powers of
attorney granted to CrossHill Georgetown Capital, LP, a Delaware limited
partnership (“CrossHill”) and their respective endorsees, transferees and
assigns (collectively, the "Secured
Party").
W
I T N E S E T H:
WHEREAS
the parties hereto previously entered into that certain Security Agreement
as of
September 30, 2005 (the “Agreement”); and
WHEREAS,
the parties desire to amend the Agreement in light of the contemplated
rescission offer (the “Rescission Offer”) and exchange offer (the “Exchange
Offer”) with respect to the Senior Notes and Warrants to provide that all notes
and warrants issued to the Secured Party that may replace the Senior Notes
and
Warrants pursuant to such Rescission Offer and Exchange Offer are afforded
the
same rights as set forth in the Agreement after such issuances.
NOW,
THEREFORE, in consideration of the agreements herein contained and for other
good and valuable consideration, the receipt and sufficiency of which is
hereby
acknowledged, the parties hereto hereby agree as follows:
1.
Defined
Terms.
All
capitalized terms set forth herein shall have the same meaning as defined
in the
Agreement.
2. Amendment
of Agreement.
For all
purposes of the Agreement, (a) the terms “Senior Notes” shall include the
original senior notes and warrants issued in the Offering as well as the
notes
issued in the Rescission Offer and the A Notes and B Notes issued in the
Exchange Offer, all to the extent outstanding following consummation of the
Rescission Offer and the Exchange Offer, (b) the terms “Warrants” shall include
the original warrants issued in the Offering as well as the warrants issued
in
the Rescission Offer and the A Warrants and B Warrants issued in the Exchange
Offer, all to the extent outstanding following consummation of the Rescission
Offer and the Exchange Offer; and (c) the term “Principal Amount” shall mean the
principal amount of all outstanding Senior Notes, all to the extent outstanding
following consummation of the Rescission Offer and the Exchange Offer.
3. No
Further Changes. Except
as
specifically set forth herein, all terms and provisions of the Agreement
shall
remain in full force and effect.
IN
WITNESS WHEREOF, the parties hereto have caused this First Amendment to Security
Agreement to be duly executed on the day and year first above
written.
MARKET
CENTRAL, INC.
By:
▇▇▇▇▇▇▇▇
▇▇▇▇▇
Chief
Financial Officer
SECURED
PARTIES:
|
By:
|
CrossHill
Georgetown Capital, LP,
as the duly authorized attorney in fact of the Secured Parties listed on Exhibit A hereto |
By:
General
Partner▇▇▇▇▇▇▇▇▇:
_______________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
(for
the
sole purpose of Section 13 of the
Agreement)
Agreement)