Amendment to Promissory Notes between MediaBin, Inc. and Glastad Holding Ltd. (March 31, 2002)

Summary

This amendment is an agreement between MediaBin, Inc. and Glastad Holding Ltd. to change the repayment terms of three promissory notes totaling $2.5 million plus accrued interest. The new terms defer principal payments, requiring repayment in 11 quarterly installments starting January 1, 2003, with a final payment due September 30, 2005. The lender may also convert the outstanding balance into common stock under certain conditions. All other terms of the original notes remain unchanged.

EX-10.6 8 dex106.txt AMENDMENT TO PROMISSORY NOTES Exhibit 10.6 AMENDMENT TO PROMISSORY NOTES DEFERRAL OF PRINCIPAL PAYMENTS THIS AMENDMENT TO PROMISSORY NOTES (the "Amendment") is made and entered into as of the 31/st/ day of March 2002, by and among Glastad Holding Ltd., a Cayman Island corporation (the "Lender") and MediaBin, Inc., a Georgia corporation (the "Borrower"). W I T N E S S E T H: - - - - - - - - - - WHEREAS, Lender is the holder of those certain Promissory Notes from Borrower listed below, payable to the order of Lender (the "Note"); . Note dated March 23, 2000, in the principal amount of $1,000,000 plus accrued interest of $49,857; . Note dated October 11, 2000, in the principal amount of $750,000 plus accrued interest of $38,575; and . Note dated June 21, 2001, in the principal amount of $750,000 plus accrued interest of $38,575; and WHEREAS, Lender and Borrower wish to amend the Notes as hereinafter provided; NOW, THEREFORE, for and in consideration of the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lender and Borrower hereby agree as follows: The Notes shall be and is hereby modified and amended by deleting the entire fifth (5/th/) paragraph of the Notes and replacing it with the following: "Unless previously converted to common stock in accordance with the provisions of the Loan Agreement, commencing January 1, 2003, and continuing on each March 31, June 30, September 30 and December 31 thereafter, the indebtedness evidenced by this Note shall be due and payable in 11 consecutive quarterly installments of principal, each in the amount of 1/12th of the principal balance outstanding hereunder on March 30, 2002, plus all accrued and unpaid interest as hereinabove provided. The entire outstanding balance of the indebtedness evidenced by this Note, together with all accrued and unpaid interest, shall be due and payable in a 12th and final installment on September 30, 2005. The Lender shall be obligated to convert the entire outstanding principal balance hereunder into common stock of the Borrower upon the events and in the manner specified in the Loan Agreement." All references in the Notes to this "Note" shall hereafter refer to the Notes as hereby amended. Except as expressly provided herein, all terms and conditions of the Notes remain in full force and effect. Nothing herein shall be construed to constitute a novation of the Notes, and the intention of the parties hereto is not to extinguish the Notes. This Amendment shall be construed in accordance with the laws of the State of Georgia. IN WITNESS WHEREOF, Borrower and Lender have caused this Amendment to be executed, as of the date first above written. BORROWER: LENDER: MEDIABIN, INC. GLASTAD HOLDING, LTD. By: /s/ Haines Hargrett By: /s/ Patrick Stephansen ------------------------------- -------------------------------- Name: Haines Hargrett Name: Patrick Stephansen Title: Chief Financial Officer Title: Director Date: March 26, 2002 Date: April 10, 2002