EXHIBIT 4.9
AIRTECH INTERNATIONAL GROUP, INC.
12561 Perimeter
Xxxxxx, Xxxxx 00000
(000) 000-0000
June 22, 2001
AJW Partners, LLC
New Millennium Capital Partners II, LLC
c/o The N.I.R. Group, LLC
000 Xxxxx Xxxxxx, Xxxxx X
Xxxxxxx, Xxx Xxxx 00000
Re: Airtech International Group, Inc. (the "Company") -
Amendment of Securities Purchase Agreement and
12% Secured Convertible Debentures
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Ladies and Gentlemen:
This letter will set forth the agreement of the parties hereto to (i) amend
the provision of that certain Securities Purchase Agreement dated as of March
30, 2001 (the "Agreement") by and among the Company and the investors listed in
the signature page hereto (collectively, the "Investors") relating to the timing
of the subsequent investment to be made by the Investors pursuant the Agreement
and (ii) amend the provision of certain 12% Secured Convertible Debentures which
are convertible into the Company's common stock, par value $.05 per share
("Common Stock"), issued by the Company to the Investors on March 30, 2001 and
to be issued by the Company pursuant to the aforementioned subsequent
investment, respectively (collectively, the "Debentures") relating to the waiver
of certain limitations on ownership of the Company's Common Stock.
By execution hereof, the parties agree that (i) Section 4(l) of the
Agreement relating to the subsequent investment to be made by the Investors
pursuant to the Agreement is hereby amended to delete the reference to "thirty
(30) business days" and replace such reference with "five (5) business days" and
(ii) Section 1.1 of the Debentures relating to, among other things, certain
limitations on the Investors' right to convert the Debentures into shares of
Common Stock, is hereby amended to extend the period of time required for the
Investors to waive such limitations from thirty (30) days to sixty-one (61)
days. All other provisions of the Agreement and the Debentures shall remain in
full force and effect.
Please signify your agreement with the foregoing by signing a copy of this
letter where indicated and returning it to the undersigned.
Sincerely,
AIRTECH INTERNATIONAL GROUP, INC.
/s/ X.X. Comu
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X.X. Comu, Chairman and Chief Executive
Officer
ACCEPTED AND AGREED:
AJW PARTNERS, LLC
By: SMS GROUP, LLC, its Manager
By: /s/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx
Manager
NEW MILLENNIUM CAPITAL PARTNERS II, LLC
By: FIRST STREET MANAGER II, LLC, its Manager
By: /s/ Xxxxx X. Xxxxxxxxx
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Xxxxx X. Xxxxxxxxx
Manager
