Exhibit 10.59
FIRST AMENDMENT TO
EQUITY LINE OF CREDIT AGREEMENT
This FIRST AMENDMENT TO EQUITY LINE OF CREDIT AGREEMENT (this
"Agreement") is entered into as of the 30th day of March 2001, by and between
XXXXXXXXX & XXXXX GUARANTY FINANCE, LLC, a California limited liability
company (the "Investor"), and Interactive Telesis Inc. (the "Company"), a
Delaware corporation.
Investor and Company are the parties to that certain Equity Line of
Credit Agreement ("Equity Line Agreement") entered into as of the 21st day of
November 2000. Due to the occurrence of a Material Adverse Event ("MAE") as
defined in Section 1.20 therein, resulting in the failure to meet conditions
set forth in Sections 4.10, 7.1(b), and 7.2(d), the parties agree to amend
the Equity Line Agreement, as follows:
1. SECTION 1.35 SHALL BE STRUCK IN ITS ENTIRETY AND THE FOLLOWING INSERTED
THEREFOR:
SECTION 1.35: "XXXXXXXXX TRANSACTION" shall mean that transaction among
BH Capital Investment L.P. and Excalibur Limited Partnership (together,
"Xxxxxxxxx") and the Company, pursuant to an agreement among the
aforementioned parties dated June 12, 2000, for which prospectus Form
SB-2 numbered Z63592A2 was filed with the SEC and dated October 6,
2000, and by which $2.5 million of the Borrower's Common Stock was
purchased; and an amendment of the second tranche equity purchase
thereof whereby Equity Investors shall purchase $500,000 of the
Borrower's Series B Preferred Stock as detailed in that Letter of
Understanding between the Company, Equity Investors, and Secured Lender
dated March 1, 2001.
2. SECTION 1.44 SHALL BE STRUCK IN ITS ENTIRETY AND THE FOLLOWING INSERTED
THEREFOR:
SECTION 1.44: "WARRANT" shall mean the Warrant, or amendments thereof,
in the form of Exhibit A to the Warrant Purchase Agreement, and
amendments thereof, attached hereto as Exhibit C issued pursuant to
Section 2.6 of this Agreement, entitling Investor to purchase up to
394,737 shares of Convertible Preferred Stock at the exercise price
described therein.
3. SECTION 4.10 SHALL BE STRUCK IN ITS ENTIRETY AND THE FOLLOWING INSERTED
THEREFOR:
SECTION 4.10: NO MATERIAL ADVERSE CHANGE. Since January 31, 2001, no
event has occurred that would have a Material Adverse Effect, except as
disclosed in the SEC Documents.
4. SECTION 6.14 SHALL BE STRUCK IN ITS ENTIRETY AND THE FOLLOWING INSERTED
THEREFOR:
SECTION 6.14: NO OTHER EQUITY LINES. While this Agreement is in effect,
the Company shall refrain from entering into any other agreements,
arrangements or understandings granting to the Company the right to put
shares of its securities to one or more investors through private
placements.
5. THE FOLLOWING SUBPARAGRAPH SHALL BE ADDED TO SECTION 7.2:
SECTION 7.2 (l) THE XXXXXXXXX TRANSACTION. The Xxxxxxxxx Transaction
shall be executed and performed in a form and in terms consistent with
the aforementioned agreement between the parties.
IN WITNESS WHEREOF, the parties have caused the Agreement to be
executed by their respective duly authorized officers as of the date set
forth above.
INVESTOR: COMPANY:
XXXXXXXXX & XXXXX GUARANTY FINANCE, LLC INTERACTIVE TELESIS INC.
By: /s/ Xxxxxx X. Xxxxxxxx By:
----------------------------------- ------------------------------
Printed Name: XXXXXX X. XXXXXXXX Printed Name:
-------------------------- ----------------------
Title: CHIEF EXECUTIVE OFFICER Title:
------------------------------ -----------------------------
