EXHIBIT 4.13
AMENDMENT TO LINE OF CREDIT AGREEMENT
THIS AMENDMENT (the "amendment") is made and entered into effective as of
August 25, 2004, by and between the CORNELL CAPITAL PARTNERS, LP, a Delaware
Limited Partnership (the "Investor") and SYNDICATION XXX.XXX INC., a Delaware
Corporation (the "Company").
WITNESSTH:
WHEREAS, the Company and the Investor entered into a Standby Equity
Distribution Agreement, Registration Rights Agreement, Escrow Agreement, and a
Placement Agent Agreement dated June 15, 2004 (individually referred to as the
"Standby Equity Distribution Agreement", the "Registration Rights Agreement",
the "Escrow Agreement", and the "Placement Agent Agreement" collectively
referred to as the "Transaction Documents"); and
WHEREAS, the parties desire to amend the terms of Standby Equity
Distribution Agreement as set forth herein.
NOW, THEREFORE, in consideration of the promises and the mutual promises,
conditions and covenants herein contained and in the Transaction Documents, and
other good and valuable consideration, receipt of which is hereby acknowledged,
the parties hereto agree as follows:
1. The Standby Equity Distribution Agreement is hereby amended by deleting
Article II Section 2.6(i) in its entirety and inserting in lieu thereof the
following:
Section 2.6 Lock Up Period.
(i) During the Commitment Period, other than the shares of the Company's
Common Stock to be issued pursuant to the Secured Convertible Debenture
purchased pursuant to the Securities Purchase Agreement dated the date hereof,
the Company shall not issue or sell (i) any Common Stock or Preferred Stock
without consideration or for a consideration per share less than the Bid Price
on the date of issuance or (ii) issue or sell any warrant, option, right,
contract, call, or other security or instrument granting the holder thereof the
right to acquire Common Stock without consideration or for a consideration per
share less than the Bid Price on the date of issuance.
2. The Standby Equity Distribution Agreement is hereby amended by
inserting Article IV Section 4.27 as follows:
Section 4.27 No General Solicitation. Neither the Company, nor any of its
affiliates, nor any person acting on its or their behalf, has engaged in any
form of general solicitation or general advertising (within the meaning of
Regulation D under the 0000 Xxx) in connection with the shares of the Company's
Common Stock to be issued pursuant to the Standby Equity Distribution Agreement.
3. The Standby Equity Distribution Agreement is hereby amended by deleting
Article X Section 10.1 in its entirety and inserting in lieu thereof the
following:
Section 10.1 Assignment. Neither this Agreement nor any rights of the
Company or the Investor hereunder may be assigned to any other Person.
4. Except as set forth hereinabove, all other terms and provisions of the
Transaction Documents shall remain in full force and effect.
IN WITNESS WHEREOF the parties have hereunto set their hands and seals the
day and year set above set forth.
COMPANY:
SYNDICATION XXX.XXX INC.
By: /s/ Xxxxx Xxxxxxxxxx
--------------------------------
Name: Xxxxx Xxxxxxxxxx
Title: CEO
INVESTOR:
CORNELL CAPITAL PARTNERS, LP
BY: YORKVILLE ADVISORS, LLC
ITS: GENERAL PARTNER
By: /s/ Xxxx Xxxxxx
--------------------------------
Name: Xxxx Xxxxxx
Title: Portfolio Manager
