Exhibit 10.84
COMPOSITECH LTD.
710 Koehler Avenue
Ronkonkoma, New York 11779
September 25, 2000
SovCap Equity Partners, Ltd.
Sovereign Capital Advisors, LLC
3340 Peachtree Road, NE, Suite 1965
Atlanta, Georgia 30326
Facsimile:
Attention: Mr. Paul D. Hamm
Arab Commerce Bank, Ltd.
P.O. Box 309, Grand Cayman
Cayman Islands
Facsimile: 0171-437-2413
Attention: A. De Nazareth
Bronia GmbH
Baarerstrasse 73, Postfach 2515
6302 Zug, Switzerland
Facsimile:
Attention: Bernard Muller
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"),
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"), 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 7 Letter Agreement", and that
certain Letter Agreement dated July 21, 2000, and executed by the Company and
SovCap Equity Partners, Ltd. as Representative for the Purchasers (the "July 21
Letter Agreement", together with the Note Purchase Agreement, the First
Amendment, the Second Amendment, the November Letter Agreement, the April Letter
<PAGE>
Exhibit 10.84
Agreement, the July 7 Letter Agreement, and the July 21 Letter Agreement, the
"Purchase Agreement"). Defined terms, used but not defined herein, have the
meanings ascribed thereto in the Purchase Agreement or the Restated Bridge Notes
(as defined below).
The parties hereto agree that the following Restated Bridge Notes, dated as
of October 4, 1999, as amended by the First Amendment to each of these Restated
Bridge Notes, dated March 31, 2000, in the following denominations and in the
name of the following Purchasers (collectively, the "Restated Bridge Notes"),
are hereby amended by striking the date "September 25, 2000" in the seventh line
and inserting into the seventh line in place of such date "December 26, 2000" so
that the defined term "Maturity Date" is redefined and definitively established
as December 26, 2000:
SovCap Equity Partners, Ltd. $189,025.00
Arab Commerce Bank Ltd. $145,404.00
Bronia GmbH $334,500.00
SovCap Equity Partners, Ltd. $267,600.00
The provisions of the Restated Bridge Notes 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.
Notwithstanding the extension of the Maturity Date provided herein, from
and after the date hereof, each Holder shall be entitled, at its option, to
elect to convert all or any portion of the Mandatory Redemption Price of its
Restated Bridge Note into Conversion Shares in accordance with the Provisions of
the Restated Bridge Notes: provided, that is such conversion occurs prior to the
Maturity Date, interest at the Note Rate will be payable through and including
the date of conversion. The Company shall cooperate with the Holders and take
all reasonable actions necessary for such conversion to company with Rule 144
promulgated under the Securities Act of 1933, as amended and any other
applicable federal or state securities laws.
This Agreement supersedes all other prior oral or written agreements
between the Purchasers, the Company and their respective affiliates and persons
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 Purchasers make any representation, warranty, covenant or
undertaking with respect to such matters other than those contained in the
Restated Bridge Notes or the Purchase 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 Purchase Agreement, as follows:
If to a Purchaser to the address as set forth below such Purchaser's name
above;
<PAGE>
Exhibit 10.84
If to the Company to:
Compositech Ltd.
710 Koehler Avenue
Ronkonkoma, New York 11779
Facsimile Number: (631) 585-7713
With a copy to:
Patterson, Belknap, Webb & Tyler LLP
1133 Avenue of the Americas
New York, New York 10036
Attention: Edward F. Cox
Facsimile Number (212) 336-2222
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
<PAGE>
Exhibit 10.84
Acknowledged, agreed and accepted by the undersigned:
SOVCAP EQUITY PARTNERS LTD.
By:
-----------------------------
Authorized Signatory
ARAB COMMERCE BANK, LTD.
By:
-----------------------------
Authorized Signatory
BRONIA GMBH
By:
-----------------------------
Authorized Signatory
SOVEREIGN CAPITAL ADVISORS, LLC
By:
-----------------------------
Authorized Signatory
