Exhibit 10q
SUPPLEMENTAL AGREEMENT TO BRIDGE LOAN AGREEMENT
Supplemental Agreement dated as of July 10, 1999 ("this Agreement") to
Bridge Loan Agreement dated as of May 8, 1998 (the "Loan Agreement") among
Clean Diesel Technologies, Inc., a Delaware corporation (the "Company"),
the Lenders under the Loan Agreement and the Lenders who have agreed to
become parties hereto as set forth on the attached signature pages, (all
such Lenders being referred to collectively herein as the "Lenders").
Article 1.0
Definitions; Terms and Conditions
1.1 Definitions; Terms and Conditions: Rights and Obligations. The
definitions and the terms and conditions set forth in the Loan Agreement
shall be applicable to this Agreement as if fully set forth herein and,
unless expressly set forth herein to the contrary, the rights and
obligations of the Company and the Lenders in this Agreement shall be
identical to those set forth in the Loan Agreement.
Article 2.0
Supplemental Loan
2.1 Additional Loan; Purpose. The Loan Agreement is hereby amended to
provide that the original principal amount of the Loan of One Million Two
Hundred Fifty Thousand Dollars (U.S. $1,250,000.00) shall be increased and
supplemented by an addition to the Loan of up to Seven Hundred Fifty
Thousand Dollars (U.S.$750,000.00) (the "Supplemental Amount") for a total
aggregate amount of Loan of Two Million Dollars (U.S. $2,000,000.00) (the
"Total Loan"). The purpose of the Supplemental Amount shall be the same as
set forth in the Loan Agreement.
2.2 Supplemental Lending. The Lenders by their execution of signature pages
to this Agreement agree to lend to the Company and the Company agrees to
borrow the amounts set forth on such signature pages hereto as each
Lender's respective Commitment hereunder and the Company shall deliver and
the Lenders shall accept a Note in form similar to Exhibit B of the Loan
Agreement evidencing the lending of each such Commitment.
Article 3.0
Consents; Security Agreement and Security Interest
3.1 Consents. The several Lenders under the Loan Agreement consent to the
lending by the Lenders hereunder of the Supplemental Amount and to the
participation by the Lenders hereunder in the benefits of the Loan
Agreement and Security Agreement, as amend, for so long as the Loan and the
Total Loan shall be outstanding.
3.2 Amendment of Security Agreement: Supplemental Financing Statement. The
Company and the Lenders agree that the lien created by the Security
Agreement, as amended, shall secure the Total Loan actually made for so
long as it shall be outstanding and the Security Agreement be, and it
hereby is amended, to provide that the Loan as defined therein shall be a
sum equal to the Total Loan actually made and that a supplemental financing
statement be filed to reflect such amendment.
3.3 Amendment of Conversion Limit. The limit of conversion of the Notes to
Series A Convertible Preferred Stock, par value $0.05 per share, of the
Company (the "Series A Stock") set forth in ss.3.1 of the Loan Agreement
be, and it hereby is amended, to read 4,000.
3.4 Waiver of Conversion. The Lenders hereby waive their right to
voluntarily convert the Notes to Series A Stock until the earlier of (1)
January 31, 1999 or (2) completion by the Company of a private or public
sale of equity securities, including rights to acquire securities, of the
Company pursuant to which the Company shall receive or be entitled to
receive, net of the expenses and fees, discounts and commissions of lenders
or investors, underwriters, placement agents and brokers or finders,
proceeds of at least U.S. $1,750,000.00.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Agreement to be duly executed by their representatives thereunto duly
authorized, all as of the date first above written.
CLEAN DIESEL TECHNOLOGIES, INC.
By: /s/ Xxxxx X. Xxxxxxxxx
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(Vice) President
PLATINUM PLUS, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
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(Vice) President
S G ASSOCIATES LIMITED
As Agent for the Remaining
Lenders under Loan Agreement
By: -----------------------
Managing Director
The undersigned by its representative thereunto duly authorized does hereby
execute and deliver this Supplemental Agreement dated as of July 10, 1998
to Bridge Loan Agreement dated as of May 8, 1998 and designates the amount
set forth below as its Commitment under such Agreement.
Amount of Commitment: $ 150,000 (one hundred and fifty thousand US dollars)
(Name of Lender) POSITIVE SECURITIES LIMITED
00 Xxx Xxxxxx, Xx. Xxxxxx
Xxxxxx XX0 0XX, Channel Islands
By:
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Authorized Agent
