EXHIBIT 10.8
AMENDMENT TO EQUITY LINE OF CREDIT AGREEMENT
THIS AMENDMENT (the "AMENDMENT") is made and entered into effective as of
March 8, 2002, by and between the CORNELL CAPITAL PARTNERS, LP, a Delaware
limited partnership (the "INVESTOR") and SOUTHERN STATES POWER COMPANY, INC., a
corporation organized and existing under the laws of the State of Delaware (the
"COMPANY").
WITNESSTH:
WHEREAS, the Investor and the Company entered into an Equity Line of
Credit Agreement, (the "EQUITY LINE OF CREDIT AGREEMENT") Registration Rights
Agreement, (the "REGISTRATION RIGHTS AGREEMENT)" Escrow Agreement (the "ESCROW
AGREEMENT") and Placement Agent Agreement (the PLACEMENT AGENT AGREEMENT") dated
December 13, 2001 (collectively referred to as the "TRANSACTION DOCUMENTS"); and
WHEREAS, upon the terms and subject to the conditions contained in the
Transaction Documents, the Company has agreed to issue and sell to the Investor,
from time to time, as provided therein and the Investor has agreed to purchase
from the Company up to Two Million Five Hundred Thousand Dollars ($2,500,000) of
the Company's Common Stock, par value $0.001 per share (the "COMMON STOCK"); and
WHEREAS, the parties desire to amend the terms of Agreement as set forth
herein.
NOW, THEREFORE, in consideration of the promises and the mutual promises,
conditions and covenants herein contained and in the Transaction Documents, and
other good and valuable consideration, receipt of which is hereby acknowledged,
the parties hereto agree as follows:
1. The Equity Line of Credit Agreement is hereby amended by deleting
Article I Section 1.7. in its entirety and inserting in lieu thereof the
following:
Section 1.7. "COMMITMENT AMOUNT" shall mean the aggregate amount of up to
Ten Million Dollars ($10,000,000), which the Investor has agreed to provide to
the Company in order to purchase the Company's Common Stock pursuant to the
terms and conditions of this Agreement.
2. The Equity Line of Credit Agreement is hereby amended by deleting
Article I Section 1.17 in its entirety and inserting in lieu thereof the
following:
Section 1.17. "MAXIMUM ADVANCE AMOUNT" shall be equal to Seven Hundred
Fifty Thousand Dollars ($750,000).
3. The Transaction Documents shall further be amended wherever appropriate
to reflect a commitment amount of up to Ten Million Dollars ($10,000,000).
4. The Equity Line of Credit Agreement is hereby amended by deleting
Article XII Section 12.4 (b) in its entirety and inserting in lieu thereof the
following:
(b) COMMITMENT FEES. On each Advance Date the Company shall pay to
the Investor, directly from the gross proceeds held in escrow, an amount equal
to five percent (5%) of the amount of each Advance. The Company hereby agrees
that if such payment, as is described above, is not made by the Company on the
Advance Date, such payment will be made at the direction of the Investor as
outlined and mandated by Section 2.3 of this Agreement. Furthermore, upon the
execution of this Agreement, the Company shall issue and deliver to the Investor
as a commitment fee, shares of the Company's Common Stock in an amount equal to
(i) One Hundred Eighty-Seven Thousand Five Hundred Dollars ($187,500) divided by
the Closing Bid Price on the Closing Date; (ii) Sixty-Two Thousand Five Hundred
Dollars ($62,500) divided by Ten Cents ($0.10); and (iii) One Hundred Fifty
Thousand Dollars ($150,000) divided by Ten Cents ($0.10). (Subparagraphs
(i)-(iii) above are collectively referred to as the "INVESTOR SHARES").
5. The Transaction Documents shall further be amended wherever
appropriate to reflect Investor's Shares in an amount equal to (i) One Hundred
Eighty-Seven Thousand Five Hundred Dollars ($187,500) divided by the Closing Bid
Price on the Closing Date; (ii) Sixty-Two Thousand Five Hundred Dollars
($62,500) divided by Ten Cents ($0.10); and (iii) One Hundred Fifty Thousand
Dollars ($150,000) divided by Ten Cents ($0.10).
6. Except as set forth herein, all other terms and provisions of the
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF the parties have hereunto set their hands and seals the
day and year set above set forth.
COMPANY:
SOUTHERN STATES POWER CO.
By:
Name: Xxxxxxx X. Xxxxxxxx
Title: President
INVESTOR:
CORNELL CAPITAL PARTNERS, LP
By: Yorkville Advisors, LLC
Its: General Partner
By:
Name: Xxxx Xxxxxx
Title: Portfolio Manager
