EXHIBIT 4.13
LAURUS MASTER FUND, LTD.
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
September 6, 2005
Omaha Holdings Corp.
000 Xxx Xxxx Xxxxxxxxx, Xxxxx 0000
Xxxx Xxxxxxxxxx, Xxxxxxx 00000
North Texas Steel Company, Inc.
000 Xxxx Xxxx Xxxxxx
Xxxx Xxxxx, Xxxxx 00000
American Technologies Group, Inc.
0000 X. Xxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxx 00000
Re: Common Stock of American Technologies Group, Inc.
Ladies and Gentlemen:
Reference is made to (a) the Security Agreement dated as of the date
hereof (as the same may be amended, supplemented, restated or modified from time
to time, the "Security Agreement") by and among Omaha Holdings Corp. ("Omaha"),
North Texas Steel Company, Inc. ("NTSCO"), American Technologies Group, Inc.
("ATG", together with Omaha and NTSCO, each a "Company" and collectively, the
"Companies") and Laurus Master Fund, Ltd. ("Laurus") and (b) the Ancillary
Agreements (as defined in the Security Agreement) and all other documents,
instruments and agreements executed in connection therewith (together with the
Security Agreement and the Ancillary Agreement, collectively, the "Documents").
All capitalized terms used but not otherwise defined herein have the meanings
given to them in the Security Agreement.
By your signatures below, each Company agrees that, until such time as the
shareholders of ATG approve an increase in the amount of authorized common stock
of ATG to an aggregate amount of not less than 15,000,000,000 shares, which
amount shall be sufficient to provide for the conversion of the Notes and
exercise of the Options and the Warrants, each reference in the Documents to the
issuance of a number of shares of common stock of ATG to Laurus shall be deemed
to refer to the issuance of shares of Series D Convertible Preferred Stock of
ATG to Laurus, in each case, in an amount equal to the number of shares of
common stock of ATG referred to therein divided by 10,000, at a price multiplied
by 10,000; provided, however, with respect to the Secured Convertible Term Note
B, the ach reference in the Documents to the issuance of a number of shares of
common stock of ATG to Laurus shall be deemed to refer to the issuance of shares
of Series F Convertible Preferred Stock of ATG to Laurus, in each case, in an
amount equal to the number of shares of common stock of ATG referred to therein
divided by 10,000, at a price multiplied by 10,000.
Except as expressly provided herein, nothing contained herein shall act as
a waiver or excuse of performance of any obligations contained in the Documents.
No waiver, modification or amendment of any provision of this agreement shall be
effective unless specifically made in writing and duly signed by the party to be
bound thereby. This letter agreement shall be governed by and construed in
accordance with the laws of the State of New York.
Very truly yours,
LAURUS MASTER FUND, LTD.
By:________________________________
Name:
Title:
The foregoing is hereby accepted and agreed to as of the date set forth above:
NORTH TEXAS STEEL COMPANY, INC.
By:___________________________
Name:
Title:
OMAHA HOLDINGS CORP.
By:___________________________
Name:
Title:
AMERICAN TECHNOLOGIES GROUP, INC.
By:___________________________
Name:
Title:
