AMENDMENT NO. 1 TO SECURED PROMISSORY NOTE
EXHIBIT
10.2
AMENDMENT
NO. 1
TO
This
Amendment No. 1 to Secured Promissory Note (the “Amendment”)
is
made effective as of October 31, 2008 (the “Amendment
Date”)
and is
entered into by and between Paradigm Holdings, Inc., a Wyoming corporation
(the
“Company”),
and
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ (the “Lender”).
Capitalized
terms used in this Amendment that are not otherwise defined herein shall have
the meanings set forth in the Note (as defined below).
Whereas,
the
Company and the Lender are parties to that certain Secured Promissory Note
dated
April 9, 2007 in the original principal amount of $4,000,000 (the “Note”);
Whereas,
the Note
provides that the Remainder Amount plus any and all interest accrued thereon
shall be due and payable on October 31, 2008 (the “Maturity
Date”);
Whereas,
the
Company desires to extend the Maturity Date and the Lender is willing to extend
the Maturity Date in exchange for the consideration described herein;
and
Whereas, the
Note
may be amended by a writing executed by the Company and the Lender.
Now,
Therefore,
in
consideration of the mutual covenants and obligations set forth herein, and
for
other good and valuable consideration, the receipt and sufficiency of which
is
hereby acknowledged, the Lender and the Company hereby agree as
follows:
| 1. |
Payment.
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In
consideration of the Lender’s signing of this Amendment, the Company shall pay
$20,000.00 to each of the Lender and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇. The Company shall
also pay the accrued interest to the Lender under the Note for the period
commencing on October 1, 2008 and ending on November 5, 2008 in the amount
of
$13,978.31, which amount shall be divided between the Lender and Christian
Kleszewsk pursuant to Section
3.3
of this
Amendment.
| 2. |
Amendment
of the Agreement.
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The
parties hereby agree to amend the terms of the Note as of the Amendment Date
as
provided below.
2.1 Amendment
of Section 2.
Section
2 of the Note is hereby amended and restated in its entirety to read as
follows:
“2. Maturity.
The
Remainder Amount of this Note plus any and all interest accrued hereon shall
be
due and payable on December 15, 2008 (the “Maturity
Date”)
or as
otherwise set forth herein.”
2.2 Amendment
of Section
5.
The
third sentence from the end of Section 5 is hereby amended and restated in
its
entirety to read as follows:
“In
addition, the Company shall pay to the Lender a late charge equal to five
percent (5%) of any amount currently due hereunder that is not received by
the
Lender within five (5) days after the date on which such amount is due;
provided, however, that this provision shall not be construed to extend the
due
date for any amount required to be paid hereunder and provided, further that
this provision shall not apply with respect to a failure to pay the Remainder
Amount by the Maturity Date.”
2.3 Amendment
of Section 5.
The
following sentence is hereby added at the end of Section 5 of the
Note:
“Notwithstanding
the foregoing, a failure by the Company to pay the Remainder Amount on or before
the Maturity Date (a “Missed
Deadline”)
shall
not constitute a Default under this Note. In the event of a Missed Deadline,
the
Company shall pay, in immediately available funds, an amount equal to $60,000
plus all accrued and unpaid interest through the Maturity Date to the Lender.
After a Missed Deadline, interest shall accrue, at a rate equal to twelve
percent (12%) per annum, on the outstanding amounts due hereunder until such
amounts are paid, unless otherwise limited by law. In no event shall interest
payable on the outstanding amounts due hereunder exceed twelve percent (12%)
per
annum.”
3. Miscellaneous.
3.1 No
Other Changes.
All
terms of the Note shall remain in full force and effect as amended
hereby.
3.2 Governing
Law.
This
Amendment shall be governed in all respects by the internal laws of the State
of
Maryland as applied to agreements entered into among Maryland residents to
be
performed entirely within Maryland, without regard to principles of conflicts
of
law.
3.3 Payment
Acknowledgement.
The
Lender hereby directs the Company to pay one-half (1/2) of all amounts otherwise
payable to the Lender under the Note to ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇.
3.4 Counterparts.
This
Amendment may be executed in counterparts and signatures may be delivered by
facsimile, each of which shall be deemed an original, but both of which together
shall constitute one and the same instrument.
[Signature
Page Follows]
In
Witness Whereof,
the
parties have caused this Amendment No. 1 to Secured Promissory Note to be
executed by the undersigned as of the date hereof.
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COMPANY:
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| By: | /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ | |
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ |
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| President and Chief Executive Officer | ||
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LENDER:
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