AMENDMENT
EXHIBIT
10.10
This
Amendment (this “Amendment”),
dated
as of December 31, 2005, is entered into by and between CREATIVE VISTAS, INC.,
an Arizona corporation (the “Company”),
CREATIVE VISTAS ACQUISITION CORP., (formerly A.C. Technical Acquisition Corp.)
a
corporation incorporated under the laws of Ontario (“Acquisition
Corp.”),
A.C.
TECHNICAL SYSTEMS LTD., a
corporation incorporated under the laws of Ontario (“AC
Tech”) and
LAURUS MASTER FUND, LTD., a Cayman Islands company (“Laurus”),
for
the purpose of amending the terms of each of (v) that Secured Convertible Term
Note, dated September 30, 2004, issued by the Company to Laurus (as amended,
modified or supplemented from time to time, the “Term
Note”),
(w)
that Secured Revolving Note, dated September 30, 2004, issued by the Company
to
Laurus (as amended, modified or supplemented from time to time, the
“Revolving
Note”),
(x)
that Secured Convertible Minimum Borrowing Note, dated September 30, 2004,
issued by the Company to Laurus (as amended, modified or supplemented from
time
to time, the “Minimum
Note”),
and
(y) that certain Security Agreement, dated as of September 30, 2004, by and
among the Company, Acquisition Corp., AC Tech and Laurus (as amended, modified
or supplemented from time to time, the “Security
Agreement”).
Capitalized terms used herein without definition shall have the meanings
ascribed to such terms in Term Note, the Revolving Note, the Minimum Note or
the
Security Agreement, as applicable.
WHEREAS,
the Company, Acquisition Corp., AC Tech and Laurus have agreed to make certain
changes to each of the Term Note, the Revolving Note, the Minimum Note and
the
Security Agreement as set forth herein;
NOW,
THEREFORE, in consideration of the above, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
the
parties hereto agree as follows:
1. Section
4.9 of the Term Note is hereby deleted in its entirety and the following new
Section 4.9 is hereby inserted in lieu thereof:
“4.9 Default
Under Related Agreements or Other Agreements.
The
occurrence and continuance of (i) any Event of Default (as defined in the
Purchase Agreement or any Related Agreement), (ii) any Event of Default under
and as defined in any of (x) that certain Secured Term Note issued by Cancable
Inc., an Ontario corporation, to
Laurus, dated December __, 2005 (as amended, modified or supplemented from
time
to time, the “2005
Term Note”),
(y)
the Purchase Agreement referred to in the 2005 Term Note (as amended, modified
or supplemented from time to time, the “2005
Purchase Agreement”
and/or
(z) any Related Agreement referred to in the 2005 Purchase Agreement, as each
may be amended, modified or supplemented from time to time, (iii) any Event
of
Default under and as defined in any of (x) that certain Security Agreement,
dated as of September 30, 2004, by and among the Borrower, certain subsidiaries
of the Borrower and the Holder (as amended, modified or supplemented from time
to time, the “2004
Security Agreement”)
and/or
(y) any Ancillary Agreement referred to in the 2004 Security Agreement (as
each
may be amended, modified or supplemented from time to time and/or (iv) any
event
of default (or similar term) under any other indebtedness.”.
2. Section
5.1 of the Term Note is hereby deleted in its entirety and the following new
Section 5.1 is hereby inserted in lieu thereof:
“5.1 Intentionally
Left Blank.”.
3. Section
5.1 of the Revolving Note is hereby deleted in its entirety and the following
new Section 5.1 is hereby inserted in lieu thereof:
“5.1 Intentionally
Left Blank.”.
4. Section
6.1 of the Minimum Note is hereby deleted in its entirety and the following
new
Section 6.1 is hereby inserted in lieu thereof:
“6.1 Intentionally
Left Blank.”.
5. Sections
5(a)(vi) and 5(a)(vii) of the Security Agreement are hereby deleted in their
entirety and the following new Sections 5(a)(vi) and 5(a)(vii) are hereby
inserted in lieu thereof:
“(vi) Intentionally
Left Blank.
(vii) Intentionally
Left Blank.”.
6. Section
18(n) of the Security Agreement is hereby deleted in its entirety and the
following new Section 18(n) is hereby inserted in lieu thereof:
“(n) the
occurrence and continuance of (i) any Event of Default (as defined in any Note
or other Ancillary Agreement), (ii) any Event of Default under and as defined
in
any of (x) that certain Secured Term Note issued by Cancable Inc., an Ontario
corporation, to
Laurus, dated December __, 2005 (as amended, modified or supplemented from
time
to time, the “2005
Term Note”),
(y)
the Purchase Agreement referred to in the 2005 Term Note (as amended, modified
or supplemented from time to time, the “2005
Purchase Agreement”
and/or
(z) any Related Agreement referred to in the 2005 Purchase Agreement, as each
may be amended, modified or supplemented from time to time, (iii) any Event
of
Default under and as defined in any of (x) that certain Secured Convertible
Term
Note issued by the Borrower to the Holder, dated September 30, 2004 (as amended,
modified or supplemented from time to time, the “2004
Term Note”),
(y)
the Purchase Agreement referred to in the 2004 Term Note (as amended, modified
or supplemented from time to time, the “2004
Purchase Agreement”
and/or
(z) any Related Agreement referred to in the 2004 Purchase Agreement, as each
may be amended, modified or supplemented from time to time, and/or (iv) any
event of default (or similar term) under any other indebtedness.”.
7. Each
amendment set forth herein shall be effective as of the date first above written
(the “Amendment
Effective Date”)
on the
date when each of the Company, Acquisition Corp., AC Tech and Laurus shall
have
executed and the Company, Acquisition Corp. and AC Tech shall have delivered
to
Laurus its respective counterpart to this Amendment.
-2-
8. Except
as
specifically set forth in this Amendment, there are no other amendments,
modifications or waivers to any of the Term Note, the Revolving Note, the
Minimum Note or the Security Agreement, and all of the other forms, terms and
provisions of the Term Note, the Revolving Note, the Minimum Note and the
Security Agreement remain in full force and effect.
9. The
Company hereby represents and warrants to Laurus that (i) no Event of Default
(as defined in each of the Term Note, the Revolving Note, the Minimum Note
and
the Security Agreement) exists on the date hereof, both before and after giving
effect to this Amendment, (ii) on the date hereof, both before and after giving
effect to this Amendment, all representations, warranties and covenants made
by
the Company and each of its Subsidiaries in connection with the Term Note,
the
Revolving Note, the Minimum Note, the Security Agreement and, in each case,
any
agreement related thereto are true, correct and complete and (iii) on the date
hereof, both before and after giving effect to this Amendment, all of the
Company’s and its Subsidiaries’ covenant requirements set forth in each of the
Term Note, the Revolving Note, the Minimum Note, the Security Agreement and,
in
each case, and agreement related thereto, have been met.
10. From
and
after the Amendment Effective Date, all references in the Term Note, the
Revolving Note, the Minimum Note, the Security Agreement and, in each case,
any
agreement related thereto, to the Term Note, the Revolving Note, the Minimum
Note and/or the Security Agreement, shall be deemed to be references to the
Term
Note, the Revolving Note, the Minimum Note and the Security Agreement, as the
case may be, as modified hereby.
11. This
Amendment shall be binding upon the parties hereto and their respective
successors and permitted assigns and shall inure to the benefit of and be
enforceable by each of the parties hereto and their respective successors and
permitted assigns. THIS
AMENDMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY
THE
LAW OF THE STATE OF NEW YORK.
This
Amendment may be executed in any number of counterparts, each of which shall
be
an original, but all of which shall constitute one instrument.
[THE
REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
-3-
IN
WITNESS WHEREOF,
each of
the Company, Acquisition Corp., AC Tech and Laurus has caused this Amendment
to
be signed in its name effective as of the date first above written.
CREATIVE
VISTAS, INC.
By:
/s/
Xxxxx
Xxxxxxxxxx
Name:
Xxxxx
Xxxxxxxxxx
Title:
CREATIVE
VISTAS ACQUISITION CORP.
By:
/s/
Xxxxx
Xxxxxxxxxx
Name:
Xxxxx
Xxxxxxxxxx
Title:
President
and Secretary
A.C.
TECHNICAL SYSTEMS LTD.
By:
/s/
Xxxxxxx Xxxxx
Name:
Xxxxxxx
Xxxxx
Title:
President
and Secretary
LAURUS
MASTER FUND, LTD.
By:
/s/
Xxxxx
Grin
Name:
Xxxxx
Grin
Title:
Director
-4-
