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Exhibit 4(w)
AMENDMENT #1 TO
SECURITIES PURCHASE AGREEMENT
This Amendment #1 (this "Amendment") to the Securities Purchase Agreement
(the "Purchase Agreement"), dated March 28, 2000, by and among The Netplex
Group, Inc., a New York corporation (the "Company"), and HFTP Investment L.L.C.
("HFTP"), Wingate Capital Ltd. ("Wingate") and Fisher Capital Ltd. ("Fisher"
and together with HFTP and Wingate, the "Buyers") is dated and is effective
July 31, 2000.
1. The Additional Closing Date. Section 1(c) of the Purchase Agreement,
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is hereby amended such that Section 1(c) of the Purchase Agreement shall be
replaced to read in its entirety as follows:
c. The Additional Closing Date. The date and time of each
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Additional Closing (an "Additional Closing Date") shall be 10:00 a.m.
Central time, on the date specified in the Additional Share Notice (as
defined below), subject to satisfaction (or waiver) of the conditions to
each Additional Closing set forth in Sections 6(b) and 7(b) and the
conditions contained in this Section 1(c) (or such later date as is
mutually agreed to by the Company and each Buyer purchasing Preferred
Shares at such Closing). At any time during the period beginning on and
including the Call Trigger Date and ending on and including the date which
is two (2) years after the Call Trigger Date, but subject to the
requirements of Sections 6(b) and 7(b) and the conditions contained in this
Section 1(c); each Buyer may purchase, at such Buyer's option, Additional
Preferred Shares and the related Additional Warrants by delivering written
notice to the Company (a "Additional Share Notice") at least five Business
Days (the "Additional Share Notice Date") prior to the Additional Closing
Date set forth in the Additional Share Notice. The Additional Share Notice
shall set forth (i) the number of Additional Preferred Shares along with
the related Additional Warrants such Buyer will purchase at such Additional
Closing which number shall not exceed such Buyer's pro rata portion of
5,000 Additional Preferred Shares (based on the number of Initial Preferred
Shares each Buyer purchased in relation to the total number of Initial
Preferred Shares issued), (ii) the aggregate Purchase Price for the
Additional Preferred Shares and the related Additional Warrants to be
purchased and (iii) the Additional Closing Date. "Call Trigger Date" shall
mean the earlier of (I) the earlier of (A) the date the Company files its
Form 10-Q for the three months ended June 30, 2000, if such Form 10-Q does
not disclose that on or before August 1, 2000 the Company obtained a new
credit facility with a bank providing immediately available funds of at
least $5,000,000 on commercially reasonable terms (the "Credit Facility"),
(B) August 14, 2000, if the Company fails to file its Form 10-Q for the
three months ended June 30, 2000 on or before August 14, 2000, unless the
Company has Publicly Disclosed (as defined below) prior to August 14, 2000
that on or before August 1, 2000 the Company obtained the Credit Facility,
(II) any date subsequent to (y) the date the Company files its Form 10-Q
for the three months ended June 30, 2000 or (z) August 14, 2000, if the
Company fails to file such Form 10-Q on or before August 14, 2000, in which
the
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Company Publicly Discloses that the Credit Facility is not effective
and available unless a new credit facility, obtained from a bank and with
terms not less favorable to the Company and for an amount not less than the
Credit Facility, is effective and available, (III) October 31, 2000, if
the Company has not Publicly Disclosed that either its subsidiary
Contractors Resources, Inc., a New Jersey corporation, and/or any wholly
owned subsidiary organized under the laws of any jurisdiction within the
United States has completed a Subsequent Financing (as defined below) which
resulted in net proceeds to such subsidiary or subsidiaries of at least
$7,000,000 and (IV) October 31, 2000, if the Company does not Publicly
Disclose that it has received net proceeds of at least $5,000,000 (in
addition to the $7,000,000 described in clause (III) above) consisting of a
completed Subsequent Financing by either the Company or its Subsidiaries
(as defined in Section 3(a)), provided that, if such Subsequent Financing
is completed by the Subsidiaries, then such Subsidiaries shall make
payments to the Company of at least $5,000,000 on or before October 31,
2000 (which may include repayment of advances which advances were made in
the ordinary course of business consistent with past practices as of August
1, 2000). The Additional Closing shall occur on an Additional Closing Date
at the offices of Katten Muchin Zavis, 525 West Monroe Street, Suite 1600,
Chicago, Illinois 60661-3693. The Initial Closing Date and the Additional
Closing Dates collectively are referred to in this Agreement as the
"Closing Dates". For purposes of this Section 1(c), "Subsequent Financing"
means the sale by the Company or its Subsidiaries, as the case may be, of
shares of common stock or securities convertible into or exercisable or
exchangeable for shares of common stock which (i) is classified as equity
under U.S. Generally Accepted Accounting Principles, (ii) does not include
or involve, directly or indirectly, the exercise, conversion or exchange of
any securities or rights outstanding on April 30, 2000, (iii) is not
pursuant to any agreement entered into by the Company prior to April 30,
2000 or any amendment to or replacement of any such agreement, (iv) does
not give the holder of such shares or securities the right, under any
circumstances, to require the Company to redeem or repurchase such shares
or securities prior to May 31, 2001, (v) by the terms of such sale or the
terms of such securities prohibits the Company from redeeming or
repurchasing such shares or securities prior to May 31, 2001 and, in fact,
the Company does not redeem, retire or repurchase such shares or securities
prior to May 31, 2001, and (vi) does not restrict in any manner the ability
of any Subsidiary to transfer funds to the Company by way of dividend or
otherwise prior to May 31, 2001. For purposes of this Section 1(c),
"Publicly Disclose" shall mean the disclosure of information either through
a press release or the filing of a Form 8-K with the SEC provided that such
information includes sufficient detail to permit each Buyer to
independently ascertain, based on such detailed information, whether the
Company is in compliance with the requirements contained in this Section
1(c).
2. Subsidiary Dividends. The Company represents to each Buyer that there
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is not any contractual or other restriction on the ability of any Subsidiary to
transfer funds to the Company by way of dividend or otherwise prior to May 31,
2001. The Company agrees and convenants that it will not enter into any
agreement or take any action which would have the effect of restricting at any
time prior to May 31, 2001 the ability of any Subsidiary to transfer funds to
the Company by way of dividend or otherwise.
3. Disclosure. The substance of this amendment will be disclosed in the
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next amendment to the Company's Form S-1 registering shares of common stock
issuable upon conversion of the Series D Convertible Preferred Stock and
exercise of the related warrants, with a copy of this amendment attached to such
filing as an exhibit thereto.
4. Other Provisions. Except as set forth herein, all other provisions of
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the Purchase Agreement shall remain in full force and effect.
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2
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IN WITNESS WHEREOF, the Buyers and the Company have caused this Amendment
to be duly executed as of the date first written above.
COMPANY: BUYERS:
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THE NETPLEX GROUP, INC. HFTP INVESTMENT L.L.C.
By: /s/ Gene Zaino By: Promethean Asset Management L.L.C.
---------------------- Its: Investment Manager
Name: Gene Zaino
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Title: Chairman and CEO
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By: /s/ James F. O'Brien, Jr.
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Name: James F. O'Brien, Jr.
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Title: Managing Member
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FISHER CAPITAL LTD.
By: /s/ Daniel J. Hopkins
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Name: Daniel J. Hopkins
Its: Authorized Signatory
WINGATE CAPITAL LTD.
By: /s/ Daniel J. Hopkins
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Name: Daniel J. Hopkins
Title: Authorized Signatory
