Exhibit 10.1


 


AMENDMENT TO SECURED PROMISSORY NOTE


DUE DECEMBER 18, 2009


 


This
Amendment to Promissory Note (the “Amendment”) effective 18th December 2007,
is entered into this 25th day of June, by and between EBIX, INC., a Delaware
corporation with its principal place of business at 5 Concourse Parkway, Suite 3200,
Atlanta, Georgia 30328 (the “Company”) and WHITEBOX VSC, LTD., a limited
partnership organized under the laws of the British Virgin Islands (the “Holder”).


 


WHEREAS, on December 18, 2007, the Company executed
and delivered to the Holder a secured promissory (the “Promissory Note”), the
principal sum of which being Twenty Million and No/100 Million Dollars
($20,000,000); and


 


WHEREAS, the Promissory Note contains a “Change of Control”
provision by which the Holder might redeem the Promissory Note upon a Change of
Control Transaction of the Company for cash in the amount 110% of either the
value of the then current outstanding principal amount of plus accrued interest
on said Promissory Note or a conversion price ratio based on the Company’s common
stock trading average for the previous twenty (20) trading days prior to a
Change of Control Transaction; and


 


WHEREAS, the Change in Control Put provision in Promissory
Note’s “Change of Control” provision can result in unforeseen financial reporting
consequences to the Company; and


 


WHEREAS, neither the Company nor the Holder did foresee nor
intended such financial reporting as a result of the Change in Control Put
provision in the Promissory Note; and


 


WHEREAS, the Company and the Holder wish to amend the
Promissory Note to revise the contingency characteristics of the Change in
Control Put


 


NOW THEREFORE, in consideration of the promises, the
mutual covenants contained herein, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Company and
the Holder hereto agree as follows:


 


1.  Recitals.  The above recitals are true and correct.


 


2.  Redemption Upon a Change
of Control. Section 6 of the Promissory Note is hereby deleted
retroactively with effect from December 18, 2007.


 


3.  Other Provisions Not Affected.  Except as expressly amended herein, all of
the other terms and provisions of the Promissory Note shall not be affected
hereby and shall remain in full force and effect.


 


4.  Definitions.  The capitalized terms used in this Amendment,
unless expressly defined herein, shall have the meanings ascribed to such terms
in the Promissory Note.


 

















 


5.
Counterparts.  This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same agreement.


 


IN
WITNESS WHEREOF, the Company and the Holder have duly executed this Amendment,
as the case may be, all as of the day and year first above written.


 


 


	
   

  	
  COMPANY:

  
	
   

  	
   

  
	
   

  	
  EBIX,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  

  
	
   

  	
   

  	
  Robin
  Raina

  
	
   

  	
   

  	
  Chief
  Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  HOLDER: