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EXHIBIT 10.30
SECOND AMENDMENT TO AGREEMENT
This SECOND AMENDMENT to AGREEMENT (this "Amendment") is entered into
as of the ___ day of November, 1997, by and between 800 TRAVEL SYSTEMS, INC., a
Delaware corporation with an address at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "Company"), and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, an individual with an
address at ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ("Stockholder").
R E C I T A L S
On June 2, 1997, the Company filed a registration statement on Form
SB-2 (as such document may hereinafter be amended or supplemented, the
"Registration Statement") with the Securities and Exchange Commission (the
"SEC") with respect to the proposed initial public offering of its securities
(the "IPO"), which the Company currently contemplates completing with First
London Securities Corporation as the representative of the underwriters (First
London Securities Corporation or its replacement being referred to herein as
the "Representative").
On May 30, 1997, Stockholder and the Company entered into an agreement
(the "Original Agreement") with respect to (i) the registration of and
restriction on sale imposed on shares of the common stock, par value $.01 per
share, of the Company (the "Common Stock") held by Stockholder (the "Shares");
(ii) the issuance by the Company to Stockholder of a warrant to purchase shares
of Common Stock (the "Original Warrant"); and (iii) the repayment of certain
indebtedness owing from the Company to Stockholder.
On September 25, 1997, Stockholder and the Company entered into an
amendment to the Original Agreement (the "First Amendment") amending certain
terms of the Original Agreement.
Stockholder and the Company now wish to amend certain provisions of
the Original Agreement, as heretofore amended (as so amended, the "Agreement").
NOW, THEREFORE, in consideration of the premises hereof and the
consideration set forth herein, the parties hereto agree to amend the Agreement
as follows:
A. Defined Terms. Unless otherwise defined herein, capitalized terms
used herein shall have the same respective meanings herein as in the Agreement.
B. Section 1.1. The Agreement is hereby amended by deleting Section
1.1 thereof in its entirety and inserting the following new Section 1.1 in lieu
thereof:
"SECTION 1.1. No Redemption. Notwithstanding anything to the
contrary set forth in the Agreement, the Company shall not be
obligated to redeem any Shares of Common Stock from Stockholder
whether or not the Representative exercises the Over-allotment Option
in full."
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C. Section 1.2. The Agreement is hereby amended by deleting Section
1.2 thereof in its entirety and inserting the following new Section 1.2 in lieu
thereof:
"SECTION 1.2. No Registration of Any Shares. Notwithstanding
anything to the contrary set forth in the Agreement, the Company shall
not be obligated to register any of the Shares."
D. Section 1.3. The Agreement is hereby amended by deleting Section
1.3 thereof in its entirety and inserting the following new Section 1.3 in lieu
thereof:
"SECTION 1.3. Sale of the Shares. Stockholder agrees that he will
not, directly or indirectly, offer to sell, sell, grant an option for
the sale of, assign, transfer, pledge, hypothecate or otherwise
encumber or dispose of, or dispose of any beneficial interest in
(collectively, "Sell") any of the Shares from the date hereof until
ninety (90) days after the closing of the IPO, including pursuant to
Rule 144 under the Securities Act of 1933, as amended. Thereafter,
Stockholder shall be permitted to Sell up to twenty-five percent (25%)
of the Shares during each 3-month period following the IPO (with
unsold amounts being carried forward to future periods). The Company
will respond promptly and in good faith to any request from
Stockholder for the removal of legends from the certificates
representing any Shares to permit their sale as provided herein."
E. Sections 1.4 through and including 1.9. The Agreement is hereby
amended by deleting Sections 1.4 through and including 1.9 thereof in their
entirety.
F. Section 2.1. The Agreement is hereby amended by deleting Section
2.1 thereof in its entirety and inserting the following new Section 2.1 in lieu
thereof:
"SECTION 2.1. Warrants. Simultaneously with the execution and
delivery of this Amendment, Stockholder shall return the Original
Warrant unexercised to the Company, and the Company shall deliver to
Stockholder a fully-executed replacement warrant to purchase 100,000
shares of Common Stock at a purchase price per share equal to Two
Hundred Percent (200%) of the price at which the Common Stock is
initially offered to the public in the IPO (the "Replacement
Warrant"), and is exercisable for a period of 7 years after the
closing of the IPO. The Replacement Warrant shall be substantially in
the form of Exhibit A attached hereto."
G. Section 3.1. The Agreement is hereby amended by deleting Section
3.1 thereof in its entirety and inserting the following new Section 3.1 in lieu
thereof:
"SECTION 3.1. Extension of Maturity. The Company acknowledges and
agrees that it is indebted to Stockholder in the aggregate principal
amount of Two Hundred Fifty Thousand Dollars ($250,000) (the
"Indebtedness"). Notwithstanding anything to the contrary set forth
in the notes evidencing the amounts due Stockholder (the "Promissory
Notes"), Stockholder agrees to extend the maturity date of each of the
Promissory Notes
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to February 28, 1999 (the "New Maturity Date") and change the rate of
interest due thereunder to twelve percent (12.0%). The principal
under the Promissory Notes shall be paid in equal monthly
installments, along with interest thereon. In addition, the
Promissory Notes are hereby amended, if required, to provide that the
failure of the Maker to pay any principal amount when due shall also
constitute an Event of Default hereunder. Except as provided in this
Article III, all other terms and conditions of the Promissory Notes
shall remain in full force and effect."
H. No Other Amendments. This Amendment shall become effective if and
only if the Company closes the IPO. Except as specifically amended hereby, the
Agreement and all of the provisions thereof shall continue in full force and
effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first above written.
800 TRAVEL SYSTEMS, INC.
By:
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