Exhibit 10.85
COMPOSITECH LTD.
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September 25, 2000
Sovereign Capital Advisors, LLC
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Facsimile:
Attention: ▇▇. ▇▇▇▇ ▇. ▇▇▇▇
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"), that certain Letter Agreement dated July 7,
2000, and executed by the Company and the Purchasers (the "July 7 Letter
Agreement"), and that certain Letter Agreement dated July 21, 2000, and executed
by the Company and 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 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.
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 "September 25, 2000"
in the seventh line of the Placement Note 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.
Exhibit 10.85
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
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With a copy to:
▇▇▇▇▇▇▇ Law Group, LLC
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Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇, Esq.
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
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If to the Company to:
Compositech Ltd.
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Exhibit 10.85
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Fax: (▇▇▇) ▇▇▇-▇▇▇▇
With a copy to:
Patterson, Belknap, ▇▇▇▇ & Tyler LLP
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Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
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:
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Executive Vice President
Acknowledged, agreed and accepted by the undersigned:
SOVEREIGN CAPITAL ADVISORS, LLC
By: --------------------------------
Authorized Signatory
