EXHIBIT 99.1
AMENDMENT NUMBER 1
TO
SUBORDINATED SECURED CONVERTIBLE DEBENTURES
----------------
THIS IS AMENDMENT NUMBER 1 (the "Amendment") being executed and delivered by and
between RG America, Inc., a Nevada corporation ("RG America"), and Debenture
Holder as evidenced at the end of this Amendment ("HOLDER"), and dated as of
July 30, 2005 in order to amend that certain Debenture by and between RG America
and the HOLDER. (the "Debenture").
RECITALS
A. The parties to this Amendment wish to (i) amend certain terms of that certain
secured promissory notes of various dates in the principal amount of $400,000
issued pursuant to the Debenture (the "Primary Note"), (ii) restructure the
obligations underlying the Primary Note, including the Maturity Date, and (iii)
waive any and all Events of Default arising prior to the date hereof under the
Debenture, all as further set forth below.
B. In consideration of the accommodations, amendments and waivers set forth in
this Amendment, RG America will adjust the conversion price of the o debenture
held by HOLDER presently o exercisable on the terms and conditions set forth
below.
AGREEMENT
NOW THEREFORE, in consideration of the mutual promises contained in this
Amendment and other good and valuable consideration, the sufficiency, mutuality
and adequacy of which are hereby acknowledged, the parties hereto hereby agree
as follows:
1. Amendment of the Primary Note. The Primary Note shall be amended and restated
such that the Maturity Date shall be changed to October 31, 2005.
2. Fee. None.
3. Waiver of Events of Default. On agreement of the Amendment, any and all prior
Events of Default set forth in the Debenture, including without limitation, in
Section 7(a) shall be deemed waived without further recourse by HOLDER until the
amended maturity date has been reached.
4
4. Issuance of Warrant; Additional Waivers. In connection with the amendment of
the Primary Note and as consideration for the waivers and accommodations agreed
to by HOLDER in this Amendment, RG America shall issue the Warrants to HOLDER,
which shall be substantially in the form of Exhibit A hereto. On receipt of the
Shares and the Warrants, HOLDER shall conditionally waive any and all (a)
breaches, violations and Events of Default by RG America arising prior to the
date hereof under or pursuant to the Debenture, including without limitation,
any Event of Default set forth and all damages, costs, fees and expenses arising
directly or indirectly from such breaches, violations and defaults, including
without limitation, any and all accrued amounts arising from or pursuant to
default interest rates and liquidated damages that otherwise may be due and
owing by RG America under the Debenture; provided however, that in the event of
any default occurring after the Effective Date of this Amendment under the
Transaction Documents, as that term is defined in the Debenture, including any
breach of this Amendment, then all damages, costs, fees and expenses arising
directly or indirectly from such breaches, violations and defaults, including
without limitation, any and all accrued amounts arising from or pursuant to
default interest rates and liquidated damages as of the Effective Date that
otherwise may be due and owing by RG America under the Debenture shall become an
obligation of RG America and the foregoing waiver shall be null and void;
provided further that, in the interest of clarity, HOLDER has not declared any
event of Default under any of the Transaction Documents as of the Effective
Date.
5. Registration Agreement. In connection with this Amendment, if RG America
files a registration statement in connection with any new financing agreement at
any time prior to the maturity date of the Primary Note, then RG America shall
include in the registration statement a sufficient number of shares to allow for
the full conversion of the Primary Note plus any accrued but unpaid interest
thereon, the Shares and the full exercise of all Warrants held by HOLDER
including the Warrants issued concurrently herewith. RG America shall use its
best efforts to include HOLDER as a party to the registration rights agreement
prepared in connection with such New Offering.
6. No Other Effect on the Debenture. Except as amended by this Amendment, the
Debenture remains in full force and effect.
7. Effective Date. This Amendment shall be effective as of July 30, 2005 (the
"Effective Date").
8. Miscellaneous.
(a) Captions; Certain Definitions. Titles and captions of or in this Amendment
are inserted only as a matter of convenience and for reference and in no way
define, limit, extend or describe the scope of this Amendment or the intent of
any of its provisions. All capitalized terms not otherwise defined herein shall
have the meaning therefore, as set forth in the Debenture
(b) Controlling Law. This Amendment is governed by, and shall be construed and
enforced in accordance with the laws of the State of Delaware (except the laws
of that jurisdiction that would render such choice of laws ineffective).
(c) Counterparts. This Amendment may be executed in one or more counterparts
(one counterpart reflecting the signatures of all parties), each of which shall
be deemed to be an original, and it shall not be necessary in making proof of
this Amendment or its terms to account for more than one of such counterparts.
This Amendment may be executed by each party upon a separate copy, and one or
more execution pages may be detached from a copy of this Amendment and attached
to another copy in order to form one or more counterparts.
5
IN WITNESS WHEREOF, this Amendment has been executed and delivered by RG America
and HOLDER as of the date first set forth above.
RG America, Inc.
By:
-----------------------------------
Name:
-----------------------------------
Amendment agreed to and accepted by HOLDER listed below:
----------------------------
Name of HOLDER
----------------------------
Amount of Debenture
----------------------------
Signature of HOLDER
6