Exhibit 10.6
SECOND MODIFICATION OF CONVERTIBLE
LOAN AGREEMENT
This Second Modification of
Convertible Loan Agreement (this "Second Modification") made and
executed as of September 14, 2011, by and between:
X-FACTOR COMMUNICATIONS, LLC located
at 3 Empire Boulevard, South Hackensack, New Jersey 07606
("Borrower") and
NEW JERSEY ECONOMIC DEVELOPMENT
AUTHORITY, a body corporate and politic constituting an
instrumentality of the State of New Jersey (the
"Authority").
Background
The Authority and the Borrower
entered into a Convertible Loan Agreement dated July 31, 2009 (the
"Loan Agreement") pursuant to which the Authority loaned Borrower
the sum of $500,000 (the "Loan"). The Loan is evidenced by a
Secured Convertible Promissory Note of the same date (the "Note").
Capitalized terms used but not defined herein shall have the
meaning ascribed to them in the Loan Agreement.
WHEREAS, in December 2010, the
Borrower requested and the Authority agreed to grant a 6-month
interest-only payment period on the Note commencing on December 1,
2010 and ending on May 1, 2011 evidence by a First Modification of
Convertible Loan Agreement dated January 19, 2011 ("First
Modification").
WHEREAS, in order to provide
continued payment relief to the Borrower and to allow the Borrower
to conserve its cash until bridge financing and receivables from
the Cisco contract are collected, the Borrower requested a second
6-month interest only payment period on the Note.