EXHIBIT 10.51
THIRTY-THIRD AMENDMENT
TO
CONVERTIBLE DEBENTURE PURCHASE AGREEMENT
THIS THIRTY-THIRD AMENDMENT TO CONVERTIBLE DEBENTURE PURCHASE AGREEMENT (the
"Amendment") is entered into as of August 1, 2002, by and between DISC, Inc., a
California corporation (the "Company"), and MK GVD Fund (the "Purchaser").
R E C I T A L S:
A. WHEREAS on March 29, 1996 the Company and Purchaser entered into a
Convertible Debenture Purchase Agreement pursuant to which the Company agreed to
sell, and Purchaser agreed to purchase, an aggregate of $1,400,000 in principal
amount of Convertible Debentures, each convertible into shares of the Company's
Preferred Stock, which Agreement was amended as of December 31, 1996, April 11,
1997, December 31, 1997, March 27, 1998, June 30, 1998, September 25, 1998,
December 31, 1998, March 30, 1999, June 30, 1999, September 30, 1999, December
31, 1999, March 31, 2000, June 30,2000, September 30, 2000, December 29, 2000,
March 30, 2001, June 29, 2001, September 28, 2001, December 31, 2001, March 6,
2002, March 15, 2002, March 19, 2002, March 26, 2002, March 27, 2002, April 4,
2002, April 12, 2002, April 24, 2002, April 26, 2002, May 3, 2002, June 10,
2002, June 27, 2002 and June 28, 2002 to increase the aggregate amount of
Convertible Debenture to be purchased thereunder to $18,830,000.
B. The Company and Purchaser now seek to amend the Agreement to increase the
total amount of Convertible Debentures which Purchaser agrees to purchase
thereunder. NOW, THEREFORE, for good and valuable consideration, receipt of
which is hereby acknowledged, and in consideration of the mutual covenants set
forth herein, the parties hereto agree as follows:
1. DEFINITIONS. Unless otherwise defined herein, capitalized terms used in the
Amendment shall have the same meanings ascribed to them in the Convertible
Debenture Purchase Agreement.
2. AMENDMENT TO CONVERTIBLE DEBENTURE PURCHASE AGREEMENT. Section 1.1(a) of the
Convertible Debenture Purchase Agreement is hereby amended to provide that
Purchaser agrees to purchase, and the Company agrees to issue and sell, an
aggregate of $19,030,000 in principal amount of Convertible Debentures, each in
the form and having the terms and conditions set forth in the amended Exhibit B
attached hereto.
3. ENTIRE AGREEMENT; AMENDMENT. The Convertible Debenture Purchase Agreement, as
amended by this Amendment, constitutes the full and complete agreement and
understanding between the parties hereto regarding the subject matter of the
Convertible Debenture Purchase Agreement and shall supersede all prior
communications, representations, understandings or agreements, if any, whether
oral or written, concerning the subject matter contained in the Convertible
Debenture Purchase Agreement, as so amended, and that no provision of the
Convertible Debenture Purchase Agreement, as so amended, may be modified,
amended, waived or discharged, in whole or in part, except in accordance with
its terms.
