Exhibit 10.39
BRIDGE FINANCING AMENDMENT AGREEMENT NO. 2
This Bridge Financing Amendment Agreement No. 2 ("Amendment Agreement")
is entered into as of May 30, 2002, by Lithium Technology Corporation ("LTC")
and Arch Hill Capital N.V. ("Arch Hill") (LTC and Arch Hill collectively
referred to herein as the "Parties").
RECITALS
WHEREAS, the Parties have executed a Bridge Financing Agreement dated
December 31, 2001 as amended on March 20, 2002 (the "Agreement") and LTC has
issued Notes to Arch under such Agreement (the "Notes"); and
WHEREAS, Section 4 of the Agreement and Section 1 of the Notes provide
that the entire principal balance and all other sums due and payable under this
Note shall be payable on the earlier of (i) the closing date of the Financing,
and (ii) May 31, 2002 (the "Maturity Date"),
WHEREAS, the Parties have agreed to amend the repayment terms of the
Note.
NOW THEREFORE, in consideration of the mutual agreements contained
herein, the Parties agree as follows:
1. The first unnumbered paragraph of the Agreement shall be amended to
read as follows:
"Lithium Technology Corporation ("LTC"), Arch Hill Capital ("Arch
Hill") and GAIA Akkumulatorenwerke GmbH ("GAIA") have entered into a
Letter of Intent dated December 5, 2001, as amended (the "LOI").
Pursuant to the LOI, and subsequent discussions between the parties,
LTC, Arch Hill, and GAIA contemplate entering into a Share Exchange
Agreement (the "Share Exchange Agreement") whereby LTC will acquire a
60% beneficial ownership interest in GAIA and the stockholders of GAIA
Holding, B.V. will acquire 60,000 shares of LTC preferred stock
convertible into 66,804,314 shares of LTC common stock (the "Share
Exchange"). The Share Exchange is expected to be conditioned on, among
other things, the closing of an equity investment in LTC (the
"Financing") of at least $5 million."
2. All references in the Agreement to the "Merger" shall be amended to
the "Share Exchange".
3. Section 4 of the Agreement and Section 1 of the Notes shall be
amended and restated in their entirety to read as follows:
"The principal balance and all other sums due and payable under this
Note (the "Outstanding Amounts") shall be payable upon the Closing of a
Financing of the following gross amounts as follows:
$6,000,000 one-third of the Outstanding Amounts
$7,000,000 two-thirds of the Outstanding Amounts
$8,000,000 All Outstanding Amounts"
Notwithstanding the foregoing, in the event there is no Closing of a
Financing by October 31, 2002, all Outstanding Amounts shall be due and
owing on October 31, 2002.
4. Section 12 of the Agreement shall be amended and restated in its
entirety to read as follows:
"Prior to July 31, 2002, provided Arch Hill is not otherwise in breach
of this Letter Agreement, LTC will not encourage, solicit or initiate
discussions or negotiations contemplating a financing transaction with
any person other than Arch Hill or the Investors in the Financing
without the prior written consent of Arch Hill."
5. All other terms and conditions of the Agreement and the Notes shall
remain the same and shall continue to have the same force and effect as
originally written.
IN WITNESS WHEREOF, the Parties have executed this Amendment Agreement
as of the date first above written.
LITHIUM TECHNOLOGY
CORPORATION
By: /s/ Xxxxx X. Xxxx
---------------------------------------
Xxxxx X. Xxxx
Chairman and Chief Executive Officer
ARCH HILL CAPITAL N.V.
By: /s/ X.X. Xxx Xxxxx
---------------------------------------
Name: X.X. Xxx Xxxxx
Title: Executive Director
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