EXHIBIT G
[SystemOne Letterhead]
December 9, 2002
To the holders of Preferred Stock set
forth on the signature page hereto:
Re: Mandatory Redemption Rights pursuant to Section 10(b) of each of
the Certificates of Designation (the "Certificates of Designations")
of the Series B Convertible Preferred Stock, Series C Convertible
Preferred Stock and Series D Convertible Preferred Stock
(collectively, the "Preferred Stock") of SystemOne Technologies Inc.
(the "Company").
Ladies and Gentlemen:
Pursuant to Section 10(b) of each of the Certificates of Designation, the
Company is obligated to redeem all of the outstanding shares of Preferred Stock
on May 17, 2004 (the "Mandatory Redemption Date"). Concurrently herewith, the
Company is exchanging its currently outstanding 8.25% Subordinated Convertible
Notes due February 23, 2003, for new 8.25% Subordinated Convertible Notes (the
"Notes") due December 31, 2005. Section 2(f) of the Notes prohibits the Company
from, without the consent of the holders of the Notes, redeeming any of its
outstanding equity securities while the Notes remain outstanding. If the
Preferred Stock is not redeemed on or prior to the Mandatory Redemption Date,
then pursuant to Section 10(d) of the Certificates of Designation, the
conversion price for the Preferred Stock would be reduced.
Effective upon execution hereof, the undersigned holders of 100% of the
outstanding shares of the Preferred Stock (the "Holders") hereby agree that the
Mandatory Redemption Date shall be deemed to be the earlier to occur of (i) the
90th day after the date that all of the Notes shall have been repaid in full and
(ii) March 31, 2006, but in no event shall the Mandatory Redemption Date be
deemed to occur prior to May 17, 2004.
Each of the Holders agrees further that such Holder shall not transfer any
shares of Preferred Stock unless the transferee acknowledges and agrees to the
terms hereof.
[remainder of this page intentionally left blank]
If the foregoing is acceptable, please execute a copy of this letter
agreement in the space provided and return such executed copy to the
undersigned.
Very truly yours,
SystemOne Technologies Inc.
By: /s/ Xxxx X. Xxxxxx
-----------------------
Xxxx X. Xxxxxx
Chief Executive Officer
Agreed to an accepted as of the date first above written:
Holders:
Environmental Opportunities Fund II, L.P. Hanseatic Americas LDC
Environmental Opportunities Fund II
(Institutional), L.P. By: Hanseatic Corporation
By: Fund II Mgt. Co., LLC By: /s/ Xxxx X. Xxxxxxxxx
General Partner ---------------------
Xxxx X. Xxxxxxxxx
By: /s/ Xxxxxxx X. Xxxxx President
--------------------------------
Xxxxxxx X. Xxxxx
Chief Investment Officer
Environmental Opportunities Fund, L.P.
By: Environmental Opportunities Management Co., LLC
General Partner
By: /s/ Xxxxx XxXxxxx
--------------------------------
Xxxxx XxXxxxx
Manager
