EXHIBIT 10.12
QuietPower Systems, Inc.
0000 Xxxxxxxx
Xxx Xxxx, XX 00000
April 9, 1997
Mr. Xxxxx Xxxxx
DayStar Partners, L.P.
00000 X. XxXxxx Xxxx., Xxxxx 000
Xxxxxxxxx, XX 00000
Re: AMENDMENT TO BRIDGE LOAN FINANCING
Dear Xxxxx:
The following is my proposal with respect to the amendment to the Bridge
Loan Financing (including the Note Purchase Agreements dated May 24, 1996, the
Secured Promissory Notes dated July 16, 1996 totaling $535,000 in principal and
the other related documents are herein collectively referred to as
the"Agreement").
We are proposing that the $147,025 installment that was due under the
Agreement on February 24, 1997 be paid on April 18, 1997 in the amount of
$150,502, and that the remaining interest and principal be paid upon the closing
of our initial public offering ("IPO") or any private offering greater than $3
million, whichever first occurs. In no event shall the remaining principal and
interest be paid later than January 15, 1998. If the Company should not comply
with the above revised terms, then the default provisions pursuant to the
original Agreement shall be applicable.
In recognition of you amending the agreement, we would be prepared to
continue accruing the debt at a 15% interest rate, and we would also propose
that the Common Stock Purchase Warrant be amended to decrease the calculation
for the share coverage from $5.00 to $4.00, but in no case greater than the
offering price of the IPO.
In addition, upon payment of the April 18, 1997 installment referred to
above, it is agreed that QuietPower shall be deemed not in default under the
Agreement as of such date.
If you are in agreement with the above terms, please sign in the space
provided below.
Sincerely,
/s/ Xxxxxxxx Xxxxxx
Xxxxxxxx Xxxxxx
President and Chief Executive Officer
Agreed and Accepted:
DayStar Partners, L.P.
By: /s/ Xxxxx Xxxxx
-------------------------------------------------
Xxxxx Xxxxx Date
April 18, 1997
Mr. Xxxxx Xxxxx
DayStar Partners, L.P.
00000 X. XxXxxx Xxxx., Xxxxx 000
Xxxxxxxxx, XX 00000
Ref: Letter agreement dated April 9, 1997
Dear Xxxxx:
As per our conversation, by signing in the space provided below, you
are hereby agreeing to extend the due date of the $150,502 payment described in
the above referenced agreement between QuietPower and DayStar Venture Partners,
L.P., until April 21,1997.
If you should have any questions regarding this, please contact me
immediately.
Sincerely,
/s/ Xxxxxxxx Xxxxxx
-----------------------------------------
Xxxxxxxx Xxxxxx
President and Chief Executive Officer
Agreed and Accepted:
DayStar Partners, L.P.
By: /s/ Xxxxx Xxxxx
------------------------------------------
Xxxxx Xxxxx Date
April 21, 1997
Mr. Xxxxx Xxxxx
DayStar Partners, L.P.
00000 X. XxXxxx Xxxx., Xxxxx 000
Xxxxxxxxx, XX 00000
Ref: Letter agreement dated April 18, 1997
Dear Xxxxx:
As per our conversation, by signing in the space provided below, you
are hereby agreeing to extend the due date of the $150,502 payment described in
the above referenced agreement between QuietPower and DayStar Venture Partners,
L.P., until April 23, 1997.
If you should have any questions regarding this, please contact me
immediately.
Sincerely,
/s/ Xxxxxxxx Xxxxxx
-----------------------------------------
Xxxxxxxx Xxxxxx
President and Chief Executive Officer
Agreed and Accepted:
DayStar Partners, L.P.
By: /s/ Xxxxx Xxxxx
------------------------------------------
Xxxxx Xxxxx Date
April 25, 1997
Mr. Xxxxx Xxxxx
DayStar Partners, L.P.
00000 X. XxXxxx Xxxx., Xxxxx 000
Xxxxxxxxx, XX 00000
Re: Amendment to Bridge Loan Financing
Dear Xxxxx:
The following is my proposal with respect to the amendment to the
Bridge Loan Financing (including the Note Purchase Agreement dated May 24, 1996,
the Secured Promissory Notes dated July 16, 1996 totaling $35,000 in principal
and the other related documents are herein collectively referred to as the
"Agreement").
We are proposing that the $147,025 installment that was due under
the Agreement on February 24, 1997 be paid on April 18, 1997 in the amount of
$150,502, and that the remaining interest and principal be paid upon the closing
of our initial public offering ("IPO") or any private offering greater than $3
million, whichever first occurs. In no event shall the remaining principal and
interest to be paid later than January 15, 1998. If the Company should not
comply with the above revised terms, then the default provisions pursuant to the
original Agreement shall be applicable.
In recognition of you amending the agreement, we would be prepared
to continue accruing the debt at a 15% interest rate, and we would also propose
that the Common Stock Purchase Warrant be amended to decrease the calculation
for the share coverage from $5.00 to $4.00, but in no case greater than the
offering price of the IPO.
In addition, upon payment of the April 18, 1997 installment referred
to above, it is agreed that QuietPower shall be deemed not in default under the
Agreement as of such date.
If you are in agreement with the above terms, please sign in the
space provided below.
Sincerely,
/s/ Xxxxxxxx Xxxxxx
-----------------------------------------
Xxxxxxxx Xxxxxx
President and Chief Executive Officer
Agreed and Accepted:
DayStar Partners, L.P.
By: /s/ Xxxxx Xxxxx
------------------------------------------
Xxxxx Xxxxx Date
