EXHIBIT 10.72
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KLASS PARTNERS LTD. AGREEMENT
FOR AMENDEMENT OF
CXI BRIDGE LOAN DOCUMENTS
1. Transaction: (i) Securities Purchase Agreement by and among
Commodore Environmental Services, Inc., a Delaware corporation ("COES")
Commodore Applied Technologies, Inc., a Delaware corporation ("CXI"), and
Xxxxxxx Associates, Klass Partners, Ltd., Xxx Xxxx Xxxxxxxxx and Xxxxxxx X.
Xxxxx, Esq. (individually an "Investor" and collectively, the "Investors"), (ii)
corresponding 12% Senior Secured Promissory Notes due February 12, 2001 (the
"Notes") in the aggregate principal amount of up to $500,000 issued to the
Investors in the proportion shown on Schedule A annexed hereto, (iii) the
Security Agreement (iv) the Registration Rights Agreement, (v) the "DRM
Undertaking", and all other documents executed and delivered incident thereto,
all dated as of November 13, 2000 (collectively the "Bridge Loan Documents").
2. Amendments: Notwithstanding anything to the contrary in the Bridge
Loan Documents, Klass Partners Ltd. ("Klass") hereby agrees to amend its portion
of the Bridge Loan Documents as follows:
(a). The Maturity Date (as defined in the Notes) for the Klass
Note will be extended to shall be due and payable on or before
May 1, 2001.
3. Holders Representations. Klass will, and hereby does, represent
that: (i) they are and since November 13, 2000, have been, the holders of the
Notes, (ii) they have full power and authority to agree to the terms herein, and
to make execute and deliver this Memorandum of Understanding and (iii) if
subsequent definitive agreements are necessary to implement this Memorandum of
Understanding, at the time thereof, they will have full power and authority to
agree to the terms herein, and to make execute and deliver such definitive
agreements.
4. No default. Klass hereby acknowledges and agrees that when each
party to this Agreement has executed and delivered this Agreement to each other
party and when each of the conditions precedent set forth below have been met,
the Notes and all other Bridge Loan Documents shall be deemed to be in
compliance as of the Effective Date hereof. As of May 1, 2001, if (i) CXI has
not paid the Klass Notes and/or (ii) the S-3 registration statement that CXI is
about to file has not been made effective, the Klass shall have all rights and
remedies that it has or had as though this Agreement had never been entered
into.
5. Incorporation by reference. All of the representations and
warranties made by Klass to the Security Purchase Agreement are incorporated
herein by reference and are hereby deemed to be made to each other party as
fully as if set forth at length herein. Except as otherwise set forth herein or
as agreed to by the other Investors, the Bridge Loan Documents shall remain in
full force and effect as of their original effective date according to the terms
contained therein and binding upon the parties thereto and hereto.
6. Counterpart, Delivery and Fax Signatures. This Agreement may be
executed in any number of counterparts, each of which shall be deemed an
original, but all of which taken together shall constitute one and the same
instrument. The direct or indirect delivery by hand delivery, mail, courier,
facsimile or otherwise, by any party hereto to any other party hereto bearing
the facsimile signature of such party shall be deemed to be execution and
delivery of an original counterpart version of this Memorandum of Understanding
and shall be deemed to be effective and binding upon such person.
IN WITNESS WHEREOF, and intending to be legally bound, Klass has executed and
delivered this Memorandum of Understanding this 16th day of April 2001 and made
effective as of the 5th day of April 2001 (the "Effective Date").
KLASS PARTNERS, LTD.
/s/ MISHA KRAKOWSY
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Xxxxx Xxxxxxxxx, President
COMMODORE APPLIED TECHNOLOGIES, INC.
/s/ XXXXXX X. XXXXXX
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Xxxxxx X. Xxxxxx, Chairman & C.E.O.
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Schedule A
INVESTORS
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Number of New Warrants for CXI
Name and Address: Principal Amount Invested: Common Stock:
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Xxxxxxx Associates
000 Xxxxxxx Xxxx $150,000 300,000
Xxxxxx, XX 00000
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Klass Partners, Ltd.
000 Xxxxxx Xxxxxx 250,000 500,000
Xxxxxxx, Xxxxxxx X0X 0X0
Xxxxxx
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Xxx Xxxx Xxxxxxxxx
000 Xxxx 00xx Xxxxxx 75,000 150,000
Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
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Xxxxxxx X. Xxxxx
000 Xxxx Xxxxxx, 00xx Floor 25,000 50,000
Xxx Xxxx, XX 00000
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Total . . . . $500,000 1,000,000
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