Exhibit 10.71
WAIVER AGREEMENT AND
FIRST AMENDMENT TO
IAT MULTIMEDIA, INC.
SERIES A 5% CONVERTIBLE DEBENTURE
DUE JUNE 19, 2001
FACE AMOUNT OF $3,000,000
This Waiver Agreement and First Amendment (this "Amendment") to the IAT
Multimedia, Inc., Series A 5% Convertible Debenture due June 19, 2001 (the
"Debenture") is made this November 23, 1999 by and between IAT Multimedia, Inc.
(the "Company") and JNC Opportunity Fund Ltd. ("JNC"). The parties hereto agree
that this Amendment shall be affixed to the Debenture until its conversion
hereunder.
Capitalized terms not defined herein have the meanings ascribed to such
terms in the Debenture.
1. Remaining Principal Amount. The parties hereto acknowledge that the
remaining principal amount under the Debenture is $2,848,000, plus interest, as
of the date hereof.
2. Waiver. The parties hereto agree that the consummation of the
transactions (the "Transactions") contemplated by that certain Stock Purchase
Agreement, dated as of November 3, 1999, by and between the Company and Gruppo
Spigadoro N.V., for purposes of the Debenture shall not (i) be deemed to be a
Change in Control or (ii) give rise to an Event of Default. JNC irrevocably
waives any and all rights under said Debenture arising by virtue of the
Transactions.
3. Amendments to and Cancellation of the Debenture. In consideration of
the foregoing waiver and other consideration the parties hereto agree that,
effective upon the closing of the Transactions, the Debenture shall be converted
into 2,451,745 shares of Common Stock (the "Issued Common Stock") in full
satisfaction of the Company's obligations under the Debenture, including without
limitation the Company's obligations to pay principal, interest and penalties,
if any, under the Debenture. The Company's obligations under this Section 3 are
conditioned upon the Debenture being delivered to the Company for cancellation
on the date of conversion. In order to effect such conversion, the following
section of the Debenture shall be amended, effective as of the moment
immediately prior to such conversion, as follows:
Section 4. Conversion. Section 4(a)(iv)(C) shall be amended such that
the issuable Maximum shall be increased from 1,939,419 to 2,451,745 shares
of Common Stock.
4. Registration Rights. With respect to the Issued Common Stock, JNC
shall have registration rights substantially similar to those set forth in the
Registration Rights Agreement dated as of June 19, 1998 by and among the
Company, JNC and JNC Strategic Fund Ltd. with respect to the Registrable
Securities described therein. Such registration shall be
accomplished on a Shelf Registration Statement, as described in Section 2 of
such agreement, filed within ten (10) business days of the closing of the
Transactions, provided however, that such time period may be extended if the
Board of Directors of the Company, in its food faith discretion, determines that
such filing would require the premature disclosure of any material corporate
development involving the Company or any if its affiliates.
5. Allocation of Consideration. The parties acknowledge that JNC may
allocate the issued Common Stock among JNC, JNC Strategic Fund and such other
funds as JNC shall determine in its discretion.
6. Governing Law; Counterparts. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York, without giving
effect to conflicts of laws thereof. This Amendment may be executed in one or
more counterparts and by the different parties hereto on separate counterparts,
each of which, when so executed, shall be deemed to be an original, such
counterparts, together, shall constitute one and the same agreement.
7. Ratification of Debenture. In the event of a conflict between this
Amendment and the Debenture, this Amendment shall control. Except as expressly
amended hereby, the Debenture is all respects ratified and confirmed and all the
terms, conditions, and provisions thereof shall remain in full force and effect.
IN WITNESS WHEREOF, the Company and JNC have caused their names to be
signed hereto by their respective officers thereunto duly authorized as of the
date written above.
IAT MULTIMEDIA, INC.
By: /s/ Xxxxx Xxxx
-------------------------
Name: Xxxxx Xxxx
Title: Chairman & CEO
JNC Opportunity Fund Ltd.
BY: /s/ Xxxx Xxxx
-------------------------
NAME: Xxxx Xxxx
Title: Director
