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AMENDMENT NO. 1
TO THE
AMENDED AND RESTATED STRUCTURED EQUITY LINE FLEXIBLE
FINANCING(SM) AGREEMENT
THIS AMENDMENT NO. 1 to the AMENDED AND RESTATED STRUCTURED EQUITY LINE
FLEXIBLE FINANCING(SM) AGREEMENT ("Amendment") is dated as of April 27, 2000
between Cripple Creek Securities, LLC, a limited liability company organized and
existing under the laws of the state of New York (the "Investor"), and Elcom
International, Inc., a corporation organized and existing under the laws of the
State of Delaware (the "Company"). Capitalized terms not defined herein shall
have the meanings assigned to them in that certain Amended and Restated
Structured Equity Line Flexible Financing(SM) Agreement dated as of April 7,
2000 (the "Agreement").
W I T N E S S E T H:
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WHEREAS, the Company and the Investor entered into the Agreement,
pursuant to which the Company may issue to the Investor, and the Investor shall
purchase from the Company, from time to time as provided therein, shares of the
Company's common stock, par value $.01 per share, for a maximum aggregate
Purchase Price of $50,000,000; and
WHEREAS, the Company and the Investor desire to amend the Agreement to
reduce the minimum Floor Price from $8.00 per share to $4.00 per share.
NOW, THEREFORE, in consideration of the foregoing premises and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
ARTICLE I
AGREEMENT
Section 1.1 The definition of the "Floor Price" contained in Section 1.1 of the
Agreement is hereby amended and restated in its entirety as follows:
""FLOOR PRICE" shall be $4.00, or the higher or lower dollar
amount designated after the date hereof by the Company in a Floor Price
Notice; PROVIDED THAT the Company shall not designate the Floor Price
at a dollar amount less than $4.00. In the event a Floor Price Notice
is not received with respect to a certain Investment Period, the Floor
Price set for the preceding Investment Period will continue to be the
Floor Price."
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ARTICLE II
MISCELLANEOUS
Section 2.1 NO THIRD PARTY BENEFICIARIES. This Amendment is intended
for the benefit of the parties hereto and their respective permitted successors
and assigns and is not for the benefit of, nor may any provision hereof be
enforced by, any other person.
Section 2.2 GOVERNING LAW. This Amendment shall be governed by and
construed and enforced in accordance with the internal laws of the State of
Delaware without regard to such state's principles of conflict of laws.
Section 2.3 EXECUTION. This Amendment may be executed in two or more
counterparts, all of which shall be considered one and the same agreement, it
being understood that all parties need not sign the same counterpart.
Section 2.4 AGREEMENT Otherwise Unchanged. Except as amended hereby,
the Agreement shall remain unchanged and in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1
to the Amended and Restated Structured Equity Line Flexible Financing(SM)
Agreement to be duly executed by their respective authorized officers as of the
date hereof.
CRIPPLE CREEK SECURITIES, LLC ELCOM INTERNATIONAL, INC.
By: /s/ Xxxxxx X. Xxxxxxx By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx
Title: Principal Title: Chief Financial Officer
[Signature Page to Amendment No. 1 to the Amended and Restated
Structured Equity Line Flexible Financing Agreement]
