The disclosure in Item 4 of the Original Filing is hereby amended and restated as follows: The Reporting Person has acquired the Common Shares and securities convertible into or exercisable for Common Shares for investment purposes, and such purchases have been made in the Reporting Person’s ordinary course of business. In pursuing such investment purposes, the Reporting Person may further purchase, hold, vote, trade, dispose or otherwise deal in the Common Shares and securities convertible into or exercisable for Common Shares at times, and in such manner, as it deems advisable to benefit from changes in market prices of such Common Shares, changes in the Issuer’s operations, business strategy or prospects, or from the sale or merger of the Issuer. To evaluate such alternatives, the Reporting Person will routinely monitor the Issuer’s operations, prospects, business development, management, competitive and strategic matters, capital structure, and prevailing market conditions, as well as alternative investment opportunities, liquidity requirements of the Reporting Person and other investment considerations. Consistent with its investment research methods and evaluation criteria, the Reporting Person may discuss such matters with management or directors of the Issuer, other shareholders, industry analysts, existing or potential strategic partners or competitors, investment and financing professionals, sources of credit and other investors. Such factors and discussions may materially affect, and result in, the Reporting Person’s increasing or decreasing its ownership of Common Shares and/or securities convertible into or exercisable for Common Shares, exchanging information with the Issuer pursuant to appropriate confidentiality or similar agreements, proposing changes in the Issuer’s operations, governance or capitalization, or in proposing one or more of the other actions described in subsections (a) through (j) of Item 4 of Schedule 13D. As disclosed in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 7, 2013, on February 1, 2013, the Issuer entered into a Settlement Agreement and Royalty and Share Buy Back (the “Settlement Agreement”) with Borinquen Container Corporation, a Puerto Rico corporation and shareholder of the Issuer (“Borinquen”), and the Reporting Person. As of the date of the Settlement Agreement, Borinquen was a beneficial owner of more than 10% of the Common Shares. The Settlement Agreement concludes a transaction originally agreed upon pursuant to a Royalty and Stock Purchase Agreement (the “Royalty Purchase Agreement”) entered into by the Issuer, Borinquen and Tetra House Pte Ltd., a Singapore corporation (“THP”) on September 5, 2012. The Issuer filed a Current Report on Form 8-K on September 11, 2012, reporting entry into the Royalty Purchase Agreement. Under the Royalty Purchase Agreement, the Issuer agreed to purchase from Borinquen a royalty granted by the Issuer to Borinquen under a Royalty Agreement dated July 1, 2011 (the “Royalty Agreement”), which required the Issuer to pay Borinquen a royalty of 20% of the Issuer’s net revenues from a territory comprising Spain, Portugal and the Spanish-speaking countries of Central and South America and the Caribbean (the “Royalty”). The Issuer filed a Current Report on Form 8-K to report the entry into the Royalty Agreement on August 10, 2011. Under the terms of the Royalty Agreement, the Issuer had the option to repurchase the Royalty by September 30, 2012. The Royalty Purchase Agreement was intended by the Issuer to effect the exercise of the repurchase right contained in the Royalty Agreement. The purchase price for the Royalty under the Royalty Purchase Agreement was $13,100,000. Borinquen extended the deadline for payment under the Royalty Purchase Agreement to October 19, 2012. The deadline was subsequently extended again, first to November 17, 2012 and then to December 19, 2012. As disclosed in the Issuer’s Form 10-K filed on January 14, 2013, Borinquen terminated the Royalty Purchase Agreement on December 26, 2012 after the Issuer failed to make the full payments required. On February 1, 2013, Borinquen and the Issuer agreed to settle the defaults under the terminated Royalty Purchase Agreement and to release the Royalty to the Issuer, in consideration of the Issuer’s payment of $13,000,000. Funds for the purchase were provided by the Reporting Person, pursuant to a Loan and Security Agreement dated as of December 3, 2012 (the “Loan and Security Agreement”), the terms of which were disclosed in the Issuer’s Form 8-K filed on December 6, 2012. Pursuant to the Loan and Security Agreement, the Reporting Person agreed among other things to provide the Issuer a loan of $16,640,000 secured by the Royalty repurchased from Borinquen and convertible into Common Shares at $0.0225 per share starting on March 1, 2013. As disclosed in the Issuer’s Form 8-K filed on December 6, 2012, the Reporting Person’s obligation to fund the full amount of the loan is contingent on, among other things, (i) a representative of THP being appointed to the Issuer’s Board of Directors and the Oversight Committee of the Board until the earlier of the next annual meeting or the Issuer’s shareholder or the passage of one year and (ii) the Issuer using its best efforts to secure the agreement of 90% of the holders of the Issuer’s Series D Preferred Shares (the “Preferred Shares”) to convert their Preferred Shares into Common Shares by February 1, 2013, which has been extended to February 28, 2013. In the event that the Issuer does not secure such agreement of the holders of Preferred Shares, the Reporting Person shall have the right to purchase the Royalty in exchange for forgiveness of $10,739,426 of the principal amount of the loan. In addition to the sale of the Royalty to the Issuer, Borinquen granted the Reporting Person the option to purchase all of the Common Shares and Preferred Shares beneficially owned by Borinquen for $5,000,000 by February 28, 2013. Borinquen also granted a revocable proxy to the Reporting Person, permitting the Reporting Person to vote the Common Shares and Preferred Shares held by Borinquen. The proxy is valid for one year, unless terminated earlier by Borinquen, and is renewable for up to four additional |
