Second Amendment to Loan and Pledge Agreement between World Commerce Online, Inc. and Interprise Technology Partners LP

Summary

This amendment updates the original Loan and Pledge Agreement between World Commerce Online, Inc. and Interprise Technology Partners LP. It clarifies that the lender, Interprise Technology Partners LP, holds a senior security interest in all of the company's assets, including any assets acquired in the future, as collateral for the $450,000 loan. All other terms of the original agreement remain unchanged and in effect.

EX-10.3 33 g69370ex10-3.txt SECOND AMENDMENT TO ITP 01/03/01 LOAN AGREEMENT 1 EXHIBIT 10.3 SECOND AMENDMENT TO LOAN AND PLEDGE AGREEMENT THIS SECOND AMENDMENT TO THE LOAN AND PLEDGE AGREEMENT (this "AMENDMENT") is made as of February 22, 2001 by and between World Commerce Online, Inc., a Delaware corporation (the "COMPANY"), and Interprise Technology Partners LP (the "LENDER"). RECITALS: WHEREAS, for value received, the Company and the Lender executed a Loan and Pledge Agreement dated as of January 3, 2001 in the amount of Four Hundred Fifty Thousand Dollars ($450,000) (as amended from time to time, the "LOAN AGREEMENT"); WHEREAS, on February 1, 2001, the Company and the Lender executed that certain First Amendment to Loan and Pledge Agreement to clarify certain provisions in the Loan Agreement; and WHEREAS, the Company and the Lender agree to further amend and modify the Loan Agreement to clarify the provisions relating to the Lender's senior security interest in the Company's assets. NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: 1. Amendment to the Loan Agreement. Section 3.1 of the Loan Agreement shall be amended and restated as follows: "3.1 Security Interest and Pledge. As security for the prompt and complete satisfaction of any and all obligations of the Company under this Agreement and the Lender Note, or under any other agreement or note, now existing or hereafter arising, whether for principal, interest, expenses or otherwise, the Company hereby grants, transfers and assigns and pledges to Lender all of its respective right, title and interest in and grants Lender a senior security interest in the Company's assets as set forth in Schedule 3.1 attached hereto (the "PLEDGED ASSETS") now in existence, together with after-acquired property." 2. Non-Modification. Except to the extent amended and modified hereby, all terms, provisions and conditions of the Loan Agreement shall continue in full force and effect and shall remain unmodified and enforceable. IN WITNESS WHEREOF, the parties have executed this Amendment effective as of the date first above written. WORLD COMMERCE ONLINE, INC., as Borrower By: /s/ Mark E. Patten --------------------------------------- Mark E. Patten, Chief Financial Officer INTERPRISE TECHNOLOGY PARTNERS LP, as Lender By: /s/ JC Campuzano ---------------------------------------- Juan Carlos Campuzano, Principal