Amendment No.1 to Secured Convertible Debenture Purchase Agreement
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Amendment No. 1 dated as of October 3, 2001 (this "Amendment"),
to the Secured Convertible Debenture Purchase Agreement dated as of
September 21, 2001 (the "Purchase Agreement"), between Phoenix
International Industries, Inc., a Florida corporation (the "Company"),
and the investors signatory thereto (each such investor is a
"Purchaser" and all such investors are, collectively, the
"Purchasers"). Unless otherwise defined herein, capitalized terms
used in this Amendment and not otherwise defined shall have the
meanings assigned to them in the Purchase Agreement.
WHEREAS, the parties hereto have entered into the Purchase Agreement;
and
WHEREAS, the parties hereto desire to amend the Purchase Agreement
pursuant to the terms set forth herein.
NOW, THEREFORE, for good and other valuable consideration, the receipt
and adequacy of which are hereby acknowledged, the parties hereto agree as
follows:
1. Section
------- The second paragraph of the introduction to the Purchase
Agreement is hereby amended and restated as follows:
WHEREAS, subject to the terms and conditions set forth in this
Agreement and in accordance with Section 4(2) under the Securities Act of
1933, as amended (the "Securities Act"), and Rule 506 promulgated
thereunder, the Company desires to issue and sell to the Purchasers
and the Purchasers, severally and not jointly, desire to purchase from
the Company, (i) an aggregate principal amount of $700,000 of the
Company's 12% Secured Convertible Debentures, due eighteen months from
issuance, which shall be in the form of Exhibit A (the "Closing
Debentures"), which are convertible into shares of the Company's
common stock, $.001 par value per share (the "Common Stock"), and (ii)
certain Warrants (as defined in Section 1.2 hereof).
Section
------- Section 1.1(a)(i) of the Purchase Agreement is hereby
amended and restated to read as follows :
1.1 The Closing; Settlement Dates
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(a) (i) Subject to the terms and conditions set forth in
this Agreement, the Company shall issue and sell to the Purchasers and
the Purchasers shall, severally and not jointly, purchase from the
Company, to be paid and issued on settlement dates described in this
Section 1.1, the Debentures for an aggregate purchase price of
$700,000. The closing of the purchase and sale of the Debentures (the
"Closing") shall take place at the offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP ("▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇"), ▇▇▇▇ ▇▇▇▇▇▇ ▇▇
▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇.
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4. Section
------- The purchase price for Additional Debentures and
the number of shares of Common Stock issuable under the Additional
Warrant, as indicated on the signature page to the Purchase Agreement
for AJW Partners, LLC, a Purchaser, is hereby amended as follows:
Aggregate Purchase Price for Additional Debentures: $ 175,000
Aggregate Number of Shares of Common Stock
acquirable under Additional Warrant: 875,000
5. Section
------- The purchase price for Additional Debentures and
the number of shares of Common Stock issuable under the Additional
Warrant, as indicated on the signature page to the Purchase Agreement
for New Millennium Capital Partners II, LLC, a Purchaser, is hereby
amended as follows:
Aggregate Purchase Price for Additional Debentures: $ 325,000
Aggregate Number of Shares of Common Stock
acquirable under Additional Warrant: 1,625,000
6. Section
------- Except as expressly amended hereby, all terms,
conditions and provisions of the Purchase Agreement shall remain
unchanged and in full force and effect and are ratified and reaffirmed
in all respects, and all references to the "Agreement" contained
therein shall be deemed to refer to the Purchase Agreement as amended
by this Amendment.
7. Section
------- This Amendment may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an
original and, all of which taken together shall constitute one and the
same Amendment.
8. Section
------- This Amendment shall be governed by and construed
and enforced in accordance with the internal laws of the State of New
York without regard to the principles of conflicts of law thereof.
9. Section
------- This Amendment shall inure to the benefit of and
be binding upon the parties hereto and their respective successors and
permitted assigns under the Purchase Agreement.
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SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment
No. 1 to the Secured Convertible Debenture Purchase Agreement to be
duly executed by their respective authorized persons as of the date
first indicated above.
PHOENIX INTERNATIONAL INDUSTRIES, INC.
By:_____________________________________
Name: /S/▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Chief Executive Officer
NEW MILLENNIUM CAPITAL PARTNERS II, LLC
By: First Street Manager II, LLC
By:_____________________________________
Name: /S/▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title:
AJW PARTNERS, LLC
By: SMS Group, LLC
By:_____________________________________
Name: /S/▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title:
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