Exhibit
10.66


 


OMNIBUS AMENDMENT


 


This
OMNIBUS AMENDMENT (this “Amendment”), dated as of March 13, 2009 (the “Effective
Date”), by and among Averion International Corp., a Delaware corporation
(the “Company”), on the one hand, and (i) the 2007 Buyers (defined
below) holding at least sixty six and two thirds percent (66 2/3%) of the
aggregate original principal amount of the 2007 Notes (defined below) (a “2007
Required Majority”); and (ii) the 2008 Buyers (defined below) holding at
least sixty six and two thirds percent (66 2/3%) of the aggregate original
principal amount of the 2008 Notes (defined below) (a “2008 Required
Majority”), on the other hand, amends: (i) that certain Securities Purchase
Agreement by and among the Company and the 2007 Buyers dated as of October 31,
2007, as amended on November 5, 2007, and further amended on June 27, 2008 (the
“2007 Securities Purchase Agreement”); and (ii) those certain Notes
(defined below) entered into in connection with the 2007 Securities Purchase
Agreement and 2008 Securities Purchase Agreement (defined below) between the
Company and each Buyer (defined below). 
Capitalized terms not otherwise defined herein shall have the meanings
ascribed to them in the 2007 Securities Purchase Agreement or the 2008
Securities Purchase Agreement, as applicable.


 


RECITALS


 


WHEREAS, the Company, on the one hand, and
certain buyers, on the other hand (the “Initial 2007 Buyers”),
previously entered into the 2007 Securities Purchase Agreement on October 31,
2007, pursuant to which the Company sold Twenty Four Million Dollars
($24,000,000) of senior secured notes to the Initial Buyers (the “Initial
2007 Notes”) and issued an aggregate of one hundred fifteen million two
hundred thousand (115,200,000) shares of the Company’s common stock to the
Initial 2007 Buyers;


 


WHEREAS, the Company, on the one hand, and
certain additional buyers, on the other hand (the “Additional 2007 Buyers,”
and together with the Initial 2007 Buyers, the “2007 Buyers”),
previously entered into that certain Amendment to Securities Purchase Agreement
and Joinder Agreement dated as of November 5, 2007, pursuant to which the
Company sold an additional Two Million Dollars ($2,000,000) of senior secured
notes to the Additional 2007 Buyers (the “Additional 2007 Notes,” and
together with the Initial 2007 Notes, the “2007 Notes”) and issued an
aggregate of nine million six hundred thousand (9,600,000) shares of the
Company’s common stock to the Additional 2007 Buyers;


 


WHEREAS, the Company, on the one hand, and
certain additional buyers, on the other hand (the “2008 Buyers,” and
together with 2007 Buyers, the “Buyers”), previously entered into that
certain Securities Purchase Agreement by and among the Company and the 2008
Buyers dated as of June 27, 2008 (the “2008 Securities Purchase Agreement”),
pursuant to which the Company sold an additional Two Million Dollars
($2,000,000) of senior secured notes to the 2008 Buyers (the “2008 Notes,”
and together with the 2007 Notes, the “Notes”) and issued an aggregate
of nine million six hundred thousand (9,600,000) shares of the Company’s common
stock to the 2008 Buyers;


 


WHEREAS, pursuant to Section 4(h) of the
2007 Securities Purchase Agreement, in the event that any 2007 Buyer’s Note is
outstanding on the first (1st)
anniversary of its respective Closing Date, whether such date be October 31,
2008 or November 5, 2008, the Company shall pay such 2007 Buyer a transaction
fee in an amount of cash equal to two percent (2%) of the Purchase Price of
such outstanding 2007 Note (the “Transaction Fee”);


 


WHEREAS, pursuant to Section 4 of each
Note, interest accrues on each Note and is payable by the Company in cash on
the last day of each calendar quarter, beginning with the calendar quarter that
commenced on, with respect to the 2007 Notes, October 1, 2007, and with respect
to the 2008 Notes, April 1, 2008 (each, a “Quarterly Interest Payment”);


 

















 


WHEREAS, pursuant to Section 3(b) of each
Note, on the twentieth (20th) day
following each calendar quarter, the Company shall deliver to each Buyer a
certificate setting forth the Revenue Ratio, the Net Book-to-Bill Ratio, the
EBITDA Ratio and the Cash and Cash Equivalents (each as defined in the Notes)
and in the event that there is a Financial Covenant Test Failure (as defined in
the Notes) as of the last day immediately preceding such calendar quarter, the
Company shall immediately prepay to each Buyer an amount equal to each Buyer’s
Pro Rata Financial Covenant Test Failure Amount (as defined in the Notes)
(each, a “Mandatory Prepayment Upon a Financial Covenant Test Failure”);


 


WHEREAS, (A) the Company and a 2007
Required Majority now desire to amend Section 4(h) of the 2007 Securities
Purchase Agreement to reflect that the Transaction Fee due to the 2007 Buyers
upon the one (1) year anniversary of their respective Closing Dates shall be
paid on the date hereof, at the option of each 2007 Buyer, either by: (a) paying
to each 2007 Buyer an amount of cash equal to such 2007 Buyer’s Transaction Fee
amount, or (b) by issuing to each 2007 Buyer, in lieu of a cash payment equal
to such 2007 Buyer’s Transaction Fee amount, a new senior secured note in
principal amount equal to three percent (3%) of the Purchase Price of such 2007
Buyer’s Note and on the same terms and conditions as the 2007 Notes (the “New
Notes”); and (B) the Company, a 2007 Required Majority and a 2008 Required
Majority now desires to: (i) amend Section 4 of each Note to provide that the
Quarterly Interest Payments for the calendar quarters commencing on October 1,
2008 and January 1, 2009 shall be due and payable by the Company to each Buyer
on June 30, 2009; and (ii) provide that for a period of one (1) year after the
Effective Date, each Buyer waives any and all right to a Mandatory Prepayment
Upon a Financial Covenant Test Failure as set forth in the Notes or New Notes
and waives any and all rights and remedies arising from any Financial Covenant
Test Failure as set forth in the Notes or New Notes, including, without
limitation, rights and remedies arising if: (A) the Revenue Ratio is less than
the Required Revenue Ratio; (B) the Net Book-to-Bill Ratio is less than the
Required Net Book-to-Bill Ratio, (C) the EBITDA Ratio is less than the Required
EBITDA Ratio, or (D) the Cash and Cash Equivalents are less than the Required
Cash Amount (each as defined in the Notes); and


 


WHEREAS,  (i)
pursuant to Section 11(e) of the 2007 Securities Purchase Agreement, the
Company and a 2007 Required Majority must consent to any amendment to the 2007
Securities Purchase Agreement, with any such amendment approved by the 2007
Required Majority binding on all 2007 Buyers; (ii) pursuant to Section 6 of
each 2007 Note, the Company and a 2007 Required Majority must consent to any
amendment to the 2007 Notes, with any such amendment approved by the 2007
Required Majority binding on all 2007 Buyers; and (iii) pursuant to Section 6
of each 2008 Note, the Company and a 2008 Required Majority must consent to any
amendment to the 2008 Notes, with any such amendment approved by the 2008
Required Majority binding on all 2008 Buyers.


 


NOW THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties agree as follows:


 


A M E N D M E N T


 


1.                                       Amendment
to 2007 Securities Purchase Agreement. 
The last sentence of Section 4(h) of the 2007 Securities Purchase
Agreement is hereby deleted and replaced in its entirety by the following text:


 


“In addition, in the event any Buyer’s Note is
outstanding on the first (1st) anniversary of the Closing Date, the Company shall pay
such Buyer a transaction fee in an amount equal to two percent (2%) of the
Purchase Price of such outstanding Note, which transaction fee shall be paid on
March 13, 2009, at the option of each Buyer, either by (i) paying to such Buyer
a cash payment in an amount equal to two percent (2%) of 


 


2

















 


the Purchase Price of such Buyer’s original Note, or
(ii) issuing to such Buyer, in lieu of a cash payment of such transaction fee,
a new senior secured note on the same terms and conditions as set forth in such
Buyer’s original Note in a principal amount equal to three percent (3%) of the
Purchase Price of such Buyer’s original Note.”


 


2.                                       Amendments
to Notes.


 


a.           Amendment
to Quarterly Interest Payments. 
Section 4 of each Note shall be, and hereby is, amended to provide that
the Quarterly Interest Payment amounts for the calendar quarters commencing on
October 1, 2008 and January 1, 2009 shall not be due and payable to the Buyers
until June 30, 2009.


 


b.           Waiver
of Mandatory Prepayment Upon a Financial Covenant Test Failure.  For the period of one (1) year after the
Effective Date, each Buyer hereby waives any and all right to a Mandatory
Prepayment Upon a Financial Covenant Test Failure as set forth in the Notes and
waives any and all other rights or remedies arising from any Financial Covenant
Test Failure as set forth in the Notes, including, without limitation, rights
and remedies arising if: (A) the Revenue Ratio is less than the Required
Revenue Ratio; (B) the Net Book-to-Bill Ratio is less than the Required Net
Book-to-Bill Ratio, (C) the EBITDA Ratio is less than the Required EBITDA
Ratio, or (D) the Cash and Cash Equivalents are less than the Required Cash
Amount (each as defined in the Notes). 
For the avoidance of doubt, to the extent a Financial Covenant Test
Failure exists during such one (1) year period, no Mandatory Prepayment Upon a
Financial Covenant Test Failure shall ever be due related thereto.


 


c.           Treatment
of New Notes.  Each Buyer
acknowledges and agrees that any New Note issued hereunder shall also be
subject to the amendments and waivers set forth in this Section 2.


 


3.                                       Full
Force and Effect.  Except as modified
above, all other terms and provisions of the Agreement shall remain in full
force and effect in accordance with their terms.


 


4.                                       Miscellaneous.


 


a.           Agreement
Amended.  Subject to the provisions
of this Section 4, this Amendment shall be deemed to be an amendment to the
2007 Securities Purchase Agreement and the Notes.  All references to the 2007 Securities
Purchase Agreement or the Notes in any other document, instrument, agreement or
writing hereafter shall be deemed to refer to the 2007 Securities Purchase
Agreement and Notes as amended hereby.


 


b.           Successors
and Assigns.  This Amendment shall be
binding upon and inure to the benefit of the Company, the Buyers and their
respective successors and assigns.


 


c.           Governing
Law.  This Amendment and the rights
and obligations of the parties hereunder shall be construed in accordance with
and governed by the laws of the State of New York, without regard to conflict
of laws principles.


 


d.           Counterparts.  This Amendment may be executed in multiple
counterparts, each of which shall be deemed an original and together shall
constitute one document.  This Amendment
may be executed and transmitted via facsimile or electronic transmission in PDF
form with the same validity as if it were an ink-signed document.


 


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IN WITNESS WHEREOF, the Company, a 2007
Required Majority and a 2008 Required Majority have caused this OMNIBUS
AMENDMENT to be duly executed as of the Effective Date.


 


	
   

  	
  COMPANY:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AVERION
  INTERNATIONAL CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Lawrence R.
  Hoffman

  
	
   

  	
  Name:  Lawrence R. Hoffman

  
	
   

  	
  Title:  Chief Financial Officer

  



 


 


[Company Signature
Page to Omnibus Amendment]


 

















 


	
   

  	
  BUYERS:

  
	
   

  
	
   

  	
  Executed
  with respect to all 2007 Notes or 2008 Notes held by such Buyer:

  
	
   

  	
   

  
	
   

  	
  COMVEST
  INVESTMENT PARTNERS II LLC,  a Delaware

  
	
   

  	
  limited
  liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael Falk

  
	
   

  	
  Name:

  	
  Michael Falk

  
	
   

  	
  Title:

  	
  Managing Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CUMULUS
  INVESTORS, LLC,  a
  Nevada limited liability

  company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Nader J.
  Kazeminy

  
	
   

  	
  Name: 

  	
  Nader J.
  Kazeminy

  
	
   

  	
  Title:

  	
  Chairman and
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Philip T.
  Lavin, Ph.D.

  
	
   

  	
  PHILIP
  T. LAVIN, PH.D., in his individual capacity

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  /s/ Dr. Gene
  Resnick

  
	
   

  	
  DR.
  GENE RESNICK, in his individual capacity

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MICROCAPITAL
  FUND, LTD.,  a
  Cayman-domiciled

  investment corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ian P. Ellis

  
	
   

  	
  Name: 

  	
  Ian P. Ellis

  
	
   

  	
  Title: 

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MICROCAPITAL
  FUND LP,  a
  Delaware limited partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ian P. Ellis

  
	
   

  	
  Name: 

  	
  Ian P. Ellis

  
	
   

  	
  Title: 

  	
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
				



[Buyer Signature
Page to Omnibus Amendment]