Exhibit 10.83
COMPOSITECH LTD.
710 Koehler Avenue
Ronkonkoma, New York 11779
July 21, 2000
Sovereign Capital Advisors, LLC
3340 Peachtree Road, NE, Suite 2320
Atlanta, Georgia 30326
Facsimile:
Attention: Mr. Paul D. Hamm
Dear Sirs:
Reference is made to the Series 1 Bridge Note Purchase and Security
Agreement, dated March 16, 1999, by and among Compositech Ltd. and the
Purchasers listed therein (the "Note Purchase Agreement"), as amended by that
certain First Amendment to the Series 1 Bridge Note Purchase and Security
Agreement, dated April 21, 1999 and executed by the Company and certain
Purchasers in connection with the Second Closing (the "First Amendment"), that
certain Second Amendment to the Series 1 Bridge Note Purchase and Security
Agreement, dated July 28, 1999, and executed by the Company and certain
Purchasers in connection with the Third Closing (the "Second Amendment"), that
certain Letter Agreement, dated November 22, 1999, and executed by the Company
and the Purchasers (the "November Letter Agreement"), that certain Letter
Agreement dated April 21, 2000, and executed by the Company and the Purchasers
(the "April Letter Agreement"), and that certain Letter Agreement, dated July 7,
2000, and executed by the Company and SovCap Equity Partners, Ltd., as
Representative for the Purchasers (the "July Letter Agreement", together with
the Note Purchase Agreement, the First Amendment, the Second Amendment, the
November Letter Agreement and the April Letter Agreement, the "Purchase
Agreement"). Defined terms, used but not defined herein, have the meanings
ascribed thereto in the Purchase Agreement.
The parties hereto agree that the Secured Convertible Bridge Financing Note
of Compositech Ltd. in the amount of $98,327.00 issued to Sovereign Capital
Advisors, LLC (the "Placement Agent") on October 4, 1999 to evidence the
placement fee owed to the Placement Agent as part of the cancellation of the
original Bridge Notes and issuance of replacement Bridge Notes on October 4,
1999 (the "Placement Note") be amended by striking the date "July 21, 2000" in
the seventh line of the Placement Note and inserting into the seventh line in
place of such date "September 25, 2000" so that the defined term "Maturity Date"
is redefined and definitively established as September 25, 2000.
<PAGE>
The provisions of the Placement Note for interest at the Note Rate up to
the Maturity Date, as now defined in this Agreement, and for interest at the
Default Rate thereafter, shall remain in full force and effect.
This Agreement supersedes all other prior oral or written agreements
between the Company and the Placement Agent and their respective affiliates and
person acting on their behalf with respect to the matters specifically referred
to herein, and this Agreement and the instruments referenced herein contain the
entire understanding of the parties with respect to the matters covered herein
and therein and, except as specifically set forth herein or therein, neither the
Company nor the Placement Agent make any representation, warranty, covenant or
undertaking with respect to such matters other than those contained in the
Placement Note or the Placement Agency Agreement, dated March 16, 1999, by and
between the Company and the Placement Agent (the "Placement Agency Agreement")
which remain in full force and effect as if made on the date hereof. No
provision of this Agreement may be waived or amended other than by an instrument
in writing signed by the party to be charged with enforcement
All notices and other communications hereunder shall be in writing and
shall be delivered as provided for in the Placement Agency Agreement, as
follows:
If to the Placement Agent to:
Sovereign Capital Advisors, LLC
3340 Peachtree Road, N.E.
Suite 2320
Atlanta, Georgia 30326
Attention: Don Odom
Tel: (404) 814-3737
Fax: (404) 812-3738
With a copy to:
Balboni Law Group, LLC
3475 Lenox Road
Suite 990
Atlanta, Georgia 30326
Attention: Geraldo M. Balboni II, Esq.
Tel: (404) 812-3100
Fax: (404) 812-3101
If to the Company to:
Compositech Ltd.
710 Koehler Avenue
Ronkonkoma, New York 11779
Attention: Samuel S. Gross
Fax: (631) 585-7710
With a copy to:
Patterson, Belknap, Webb & Tyler LLP
1133 Avenue of the Americas
New York, New York 10036
Attention: Edward F. Cox
Facsimile: (212) 336-2222
<PAGE>
This Agreement shall be governed by the laws of the State of New York
without regard to the conflicts of law doctrine of such state.
This Agreement may be executed in counterparts, each of which shall
constitute an integral original part of one and the same original instrument.
If the foregoing correctly sets forth the understanding among us, please
indicate your agreement and acceptance by signing below.
Sincerely,
COMPOSITECH LTD.
By: _______________________________
Samuel Gross
Executive Vice President
Acknowledged, agreed and accepted by the undersigned:
SOVEREIGN CAPITAL ADVISORS, LLC
By: ___________________________________
Authorized Signatory
