-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BoR3gQTO5xT03OcVsNUOV2Eel3+fJIW5q5FL8K1ozZkZGK5dYBIQxbZn7gnSPZAt qGsDfFQb20zsteOH4dVNvQ== 0001193805-03-000188.txt : 20030313 0001193805-03-000188.hdr.sgml : 20030313 20030313080810 ACCESSION NUMBER: 0001193805-03-000188 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 20030313 GROUP MEMBERS: HANSABEL PARTNERS LLC GROUP MEMBERS: HANSEATIC AMERICAS LDC GROUP MEMBERS: HANSEATIC CORPORATION GROUP MEMBERS: WOLFGANG TRABER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SYSTEMONE TECHNOLOGIES INC CENTRAL INDEX KEY: 0000934851 STANDARD INDUSTRIAL CLASSIFICATION: GENERAL INDUSTRIAL MACHINERY & EQUIPMENT, NEC [3569] IRS NUMBER: 650226813 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49763 FILM NUMBER: 03601608 BUSINESS ADDRESS: STREET 1: 8305 NW 27TH ST STREET 2: STE 107 CITY: MIAMI STATE: FL ZIP: 33122 BUSINESS PHONE: 3055938015 MAIL ADDRESS: STREET 1: 8305 NW 27TH STREET STREET 2: SUITE 107 CITY: MIAMI STATE: FL ZIP: 33122 FORMER COMPANY: FORMER CONFORMED NAME: MANSUR INDUSTRIES INC DATE OF NAME CHANGE: 19960717 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HANSEATIC CORP CENTRAL INDEX KEY: 0000944801 IRS NUMBER: 133273221 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 450 PARK AVENUE STREET 2: SUITE 2302 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2128323038 MAIL ADDRESS: STREET 1: 450 PARK AVENUE STREET 2: SUITE 2302 CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 e300147_13d-systemone.txt AMENDMENT NO. 3 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)(1*) ------------------ SYSTEMONE TECHNOLOGIES, INC. (Name of Issuer) Common Stock, $.001 par value (Title of Class of Securities) 81787Q 10 4 (CUSIP Number) ------------------ Howard Kailes, Esq. McCarter & English, LLP Four Gateway Center 100 Mulberry Street Newark, New Jersey 07102 (973) 622-4444 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) ------------------ December 9, 2002 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. |_| NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d.7(b) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). - ---------- (1) Constitutes Amendment No. 4 to the Schedule 13G filed jointly by Hanseatic Americas LDC, Hansabel Partners, LLC, Hanseatic Corporation and Wolfgang Traber. CUSIP NO. 81787Q 10 4 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE PERSON Hanseatic Americas LDC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* 00 - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Bahamas - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 3,801,314 (see footnote 1) ----------------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY -- (see footnote 2) OWNED BY ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 3,801,314 (see footnote 1) WITH ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER -- (see footnote 2) - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,801,314 (see footnote 1) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |X| (see footnote 2) - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 44.5% (see footnote 3) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! 2 (1) Represents: (a) 2,564,857 shares (the "Series C Conversion Shares") issuable upon conversion of Series C Convertible Preferred Stock; (b) 354,314 shares (the "Series D Conversion Shares") issuable upon conversion of Series D Convertible Preferred Stock; (c) 285,714 shares (the "Initial 2000 Warrant Shares") issuable upon exercise of warrants extended by the Issuer in connection with its issuance of Series D Convertible Preferred Stock and exercisable within 60 days of the date hereof; (d) 471,429 shares (the "Loan Warrant Shares") issuable upon exercise of warrants extended by the Issuer in connection with subordinated loan arrangements and exercisable within 60 days of the date hereof; and (e) 125,000 shares issuable upon exercise of warrants extended by the Issuer on December 9, 2002 exercisable within 60 days of the date hereof (together with the Series C Conversion Shares, the Series D Conversion Shares, the Initial 2000 Warrant Shares and the Loan Warrant Shares, the "Americas Shares"). (2) Excludes an aggregate of approximately 4,745,690 shares (the "Agreement Shares") that are subject to a shareholders agreement, consisting of: (i) 2,062,688 shares beneficially owned by Pierre Mansur (including 100,938 shares issuable upon exercise of options), as reported in the Issuer's proxy statement dated May 24, 2002; and (ii) an aggregate of 2,683,002 shares beneficially owned by Environmental Opportunities Fund II L.P., Environmental Opportunities Fund II (Institutional) L.P. and affiliates (consisting of an aggregate of 1,446,517 shares issuable upon conversion of Series B Convertible Preferred Stock, 354,342 shares issuable upon conversion of Series D Convertible Preferred Stock, 285,714 shares issuable upon exercise of warrants extended by the Issuer in connection with its issuance of Series D Convertible Preferred Stock and exercisable within 60 days of the date hereof, 471,429 shares issuable upon exercise of warrants extended by the Issuer on in connection with subordinated loan arrangements and exercisable within 60 days of the date hereof and 125,000 shares extended by the Issuer on December 9, 2002 exercisable within 60 days of the date hereof. Also excludes shares (the "Additional Warrant Shares") issuable upon exercise of warrants that will be extended by the Issuer in the event it sells securities or incurs additional debt with gross cash proceeds to the Issuer in an amount equal to or greater than the outstanding principal amount of certain indebtedness to Hanseatic Americas LDC, or enters into a merger, consolidation or sale of all or substantially all of its assets. (3) Based upon an aggregate of 4,742,923 shares outstanding on November 14, 2002 (as reported in the Issuer's most recent Quarterly Report on Form 10-QSB) plus the Americas Shares. 3 CUSIP NO. 81787Q 10 4 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE PERSON Hansabel Partners LLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* Not applicable - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER -- ----------------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY -- OWNED BY ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON -- WITH ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER -- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -- - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) -- - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! 4 CUSIP NO. 81787Q 10 4 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE PERSON Hanseatic Corporation - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* Not applicable - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER -- ----------------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 3,801,314 (see footnotes 1 and 2) OWNED BY ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON -- WITH ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 3,801,314 (see footnotes 1 and 2) - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,801,314 (see footnotes 1 and 2) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |X| (see footnote 2) - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 44.5% (see footnote 3) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! - ---------- (1) Represents shares beneficially owned by Hanseatic Americas LDC; Hanseatic Corporation is the sole managing member of Hanseatic Americas LDC. (2) Excludes the Agreement Shares and the Additional Warrant Shares. (3) Based upon an aggregate of 4,742,923 shares outstanding on November 14, 2002 (as reported in the Issuer's most recent Quarterly Report on Form 10-QSB) plus the Americas Shares. 5 CUSIP NO. 81787Q 10 4 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE PERSON Wolfgang Traber - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* Not applicable - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Germany - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER -- ----------------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 3,801,314 (see footnotes 1 and 2) OWNED BY ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON -- WITH ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 3,801,314 (see footnotes 1 and 2) - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,801,314 (see footnotes 1 and 2) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |X| (see footnote 2) - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 44.5% (see footnote 3) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! - ---------- (1) Represents shares beneficially owned by Hanseatic Corporation; Mr. Traber holds in excess of a majority of the shares of capital stock of Hanseatic Corporation. (2) Excludes the Agreement Shares and the Additional Warrant Shares. (3) Based upon an aggregate of 4,742,923 shares outstanding on November 14, 2002 (as reported in the Issuer's most recent Quarterly Report on Form 10-QSB) plus the Americas Shares. 6 INTRODUCTORY STATEMENT Pursuant to Reg. Section 240.13d-2, this Amendment No. 3 to Schedule 13D discloses changes in the Statement on Schedule 13D dated May 2, 2000, as amended by Amendment No. 1 thereto dated August 7, 2000 and Amendment No. 2 thereto dated November 10, 2000 (together, the "Amended Statement on Schedule 13D"), filed jointly by Hanseatic Americas LDC ("Americas"), Hansabel Partners LLC ("Hansabel"), Hanseatic Corporation ("Hanseatic") and Wolfgang Traber ("Traber"), and therefore does not restate the times therein in their entirety. No person or entity reporting hereunder shall be responsible for the completeness or accuracy of any information contained in the Amended Statement on Schedule 13D, as amended herein, with respect to any other person or entity. Item 1. Security and Issuer The securities to which this statement relates are shares of the common stock, $.001 par value (the "Common Stock"), of SystemOne Technologies, Inc., a Florida corporation (the "Corporation"). The principal executive offices of the Corporation are located at 8305 N.W. 27th Street, Suite 107, Miami, Florida 33122. Item 2. Identity and Background This Statement is being filed jointly, pursuant to Rule 13d-1(k)(1), by: (i) Hanseatic Americas LDC, a Bahamian limited duration company ("Americas"); (ii) Hansabel Partners LLC, a Delaware limited liability company ("Hansabel"), formerly the sole managing member of Americas; (iii) Hanseatic Corporation, a New York corporation ("Hanseatic"), and the current sole managing member of Americas; and (iv) Wolfgang Traber ("Traber"), who holds in excess of a majority of the shares of capital stock of Hanseatic. Americas, whose principal business is investing, has its principal business and office at Deltec House, Lyford Cay, Western District, New Providence Island, Bahamas. Hansabel and Hanseatic, whose principal businesses are investing, have their principal businesses and offices at 450 Park Avenue, Suite 2302, New York, New York 10022. The names, citizenship, business or residence address and principal occupation of Traber and of each other executive officer and director of Hanseatic is set forth in Annex 1 attached hereto, which information is incorporated herein by reference. No person or entity responding hereunder shall be responsible for the completeness or accuracy of any information contained herein with respect to any other person or entity. During the last five years, none of Americas, Hansabel, Hanseatic, nor Traber, nor to the best of the knowledge of Hanseatic, any executive officer or director of Hanseatic identified in Annex 1, has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) nor has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, nor as a result of such proceeding has been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. 7 Item 3. Source and Amount of Funds or Other Consideration On December 9, 2002 (the "Exchange Closing Date"), the Corporation issued to Americas warrants (the "Consent Warrants') to purchase up to 125,000 shares of Common Stock in exchange for certain consents delivered by Americas in connection with the Corporation's exchange offer to certain noteholders. Item 4. Purpose of Transaction. On the Exchange Closing Date, Americas consented to the waiver of anti-dilution adjustments under (i) the shares of the Corporation's Series D Convertible Preferred Stock, $1.00 par value ("Series D Preferred Stock"), held by Americas and (ii) the common stock purchase warrants held by Americas, in each case that would otherwise have operated as a result of the issuance by the Corporation of common stock purchase warrants in connection with the exchange of certain of the Corporation's outstanding securities under an exchange agreement dated December 9, 2002 among the Corporation and the holders of those securities (including Americas). As a result, the Corporation issued the Consent Warrants to Americas. Under the Consent Warrants, Americas may, during the period through December 31, 2005, acquire up to 125,000 shares of Common Stock, at a price per share of $.01, subject to adjustment in accordance with the terms thereof. On February 27, 2002, Americas and the Corporation amended their previously reported subordinated, secured loan arrangements (the "Subordinated Loan Arrangements") containing certain contingent obligations of the Corporation to issue to Americas additional warrants (the "Additional Warrants") to acquire up to 471,429 shares of Common Stock, at a price per share of $3.50, subject to adjustment (together with such number of shares). Under the amended arrangements, the Corporation's obligation to issue the Additional Warrants will not arise unless the Corporation either (i) sells specified securities, or incurs specified debt, providing gross cash proceeds to the Corporation in an amount equal to or greater than the principal amount and accrued interest outstanding to Americas on the date of such sale or incurrence, or (ii) enters into a merger, consolidation, sale of all or substantially all of its assets or other business combination transaction with a party that prior to such transaction owns less than twenty-five percent of the voting power of the Corporation's outstanding equity securities. On January 31, 2003, Americas assigned its rights under the Subordinated Loan Arrangements, including the rights to any Additional Warrants, to an indirect, wholly-owned subsidiary. Pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), any statements by Traber herein shall not be construed as an admission that Traber is, for purposes of Sections 13(d) or 13(g) of the Exchange Act, the beneficial owner of any securities of the Corporation; Traber does not intend to exercise any power to vote or to direct the vote, or to dispose of or direct the disposition, of any securities of the Corporation that he may be deemed beneficially to own except as determined by management of Hanseatic. Except as stated in response to Item 4 of the Amended Statement on Schedule 13D, as amended herein, none of Americas, Hansabel, Hanseatic, nor Traber, nor, to the best of the knowledge of Americas, any of the executive officers or directors listed on Annex 1 to the Amended Statement on Schedule 13D, as amended hereby, have any plans or proposals which relate to or would result in any other action specified in clauses (a) through (j) of Item 4 of Schedule 13D. 8 Item 5. Interest in Securities of the Issuer (a) As of March 13, 2003, Americas beneficially owned, for purposes of Rule 13d-3 under the Exchange Act, 3,801,314 shares (the "Americas Shares") of Common Stock, constituting, to the best of the knowledge of Americas, 44.5% of the issued and outstanding shares of Common Stock. Such shares represent: (i) 2,564,857 shares of Common Stock issuable upon conversion of shares of Series C Preferred Stock, $1.00 par value ("Series C Preferred Stock"), of the Corporation; (ii) 354,314 shares of Common Stock issuable upon conversion of shares of Series D Preferred Stock, (iii) 285,714 shares of Common Stock issuable upon exercise of warrants (the "Initial 2000 Warrants") extended by the Corporation in connection with its issuance of Series D Preferred Stock and exercisable within 60 days of the date hereof; (iv) 471,429 shares issuable upon exercise of warrants (the "Loan Warrants") extended by the Corporation in connection with the Subordinated Loan Arrangements and exercisable within 60 days of the date hereof; and (v) 125,000 shares (the "Consent Warrant Shares") issuable upon exercise of the Consent Warrants exercisable within 60 days of the date hereof. Such shares exclude approximately 4,745,690 shares (the "Agreement Shares") subject to the Shareholders Agreement dated May 2, 2000 (the "Shareholders Agreement") entered into by the Corporation with certain of its shareholders (including Americas), consisting of: (i) 2,062,688 shares beneficially owned by Pierre Mansur (including 100,938 shares issuable upon exercise of options), as reported in the Corporation's proxy statement dated May 14, 2002; and (ii) an aggregate of 2,683,002 shares beneficially owned by Environmental Opportunities Fund II L.P. ("Environmental"), Environmental Opportunities Fund II (Institutional) L.P. ("Institutional") and their affiliates (consisting of an aggregate of 1,446,517 shares issuable upon conversion of Series B Preferred Stock, $1.00 par value, of the Corporation, 354,342 shares issuable upon conversion of Series D Preferred Stock, 285,714 shares issuable upon exercise of warrants extended by the Corporation in connection with its issuance of Series D Preferred Stock and exercisable within 60 days of the date hereof, 471,429 shares issuable upon exercise of warrants extended by the Corporation in connection with the Subordinated Loan Arrangements and exercisable within 60 days of the date hereof and 125,000 shares extended by the Corporation on December 9, 2002 and exercisable within 60 days of the date hereof. Such shares also exclude shares issuable upon exercise of the Additional Warrants and shares issuable upon exercise of warrants that the Corporation is obligated to extend to Environmental and Institutional in the same circumstances. Hansabel has ceased acting as managing member of Americas and, accordingly, does not beneficially own any shares of Common Stock. Hanseatic is the managing member of Americas and, accordingly, may be deemed beneficially to own the Americas Shares, constituting to the best of the knowledge of Hanseatic, 44.5% of the issued and outstanding shares of Common Stock. 9 Traber is the holder of in excess of a majority of the shares of capital stock of Hanseatic and, accordingly, may be deemed beneficially to own the Americas Shares, constituting, to the best of the knowledge of Traber, 44.5% of the issued and outstanding shares of Common Stock. (b) Excluding any effect of the relationships set forth under the Shareholders Agreement, all shares of Common Stock beneficially owned by Americas are held by Americas with sole power to vote or to direct the vote thereof, and sole power to dispose or to direct the disposition thereof. Excluding any effect of the relationships set forth under the Shareholders Agreement, all shares of Common Stock beneficially owned by Hanseatic are held with shared power to vote or to direct the vote thereof, and with shared power to dispose or to direct the disposition thereof, with Americas. Excluding any effect of the relationships set forth under the Shareholders Agreement, all shares of Common Stock beneficially owned by Traber are held with shared power to vote or to direct the vote thereof, and with shared power to dispose or to direct the disposition thereof, with Americas. (c) On the Exchange Closing Date, the Corporation issued the Consent Warrants to Americas pursuant to the privately negotiated waiver agreement dated that date among the Corporation, Americas, Environmental and Institutional. The Americas Shares also include an aggregate of 521,543 shares representing shares of Common Stock issuable upon conversion of dividends on the Series C Preferred Stock, respectively, and Series D Preferred Stock, respectively, accrued since the most recent amendment to the Amended Statement on Schedule 13D. (d) Not applicable. (e) Hansabel has ceased acting as the managing member of Americas and, accordingly, has ceased to be the beneficial owner of more than five percent of the Common Stock. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer The Corporation and Americas, in a letter agreement dated February 27, 2002, have amended the previously reported registration rights extended to Americas covering the Americas Shares issuable upon conversion or exercise of the Series C Preferred Stock, Series D Preferred Stock, Initial 2000 Warrants and Loan Warrants, respectively. Under the amended arrangements, and in lieu of the Corporation's obligation to register shares prior to specified dates, the Corporation has granted certain demand and incidental registration rights to Americas covering such shares. By agreement dated the Exchange Closing Date, the Corporation extended the same rights to the shares issuable upon exercise of the Consent Warrants. On the Exchange Closing Date, the mandatory redemption provisions of the Series C, Preferred Stock and Series D Preferred Stock were amended so that redemption would not be required until the earlier to occur of 90 days after repayment of the Corporation's 8.25% Subordinated Convertible Notes due December 31, 2005 and March 31, 2006 (but in no event prior to May 17, 2004). 10 Except as stated in the Amended Statement on Schedule 13D, as amended herein, none of Americas, Hansabel, Hanseatic nor Mr. Traber, nor, to the best of the knowledge of Americas, any of the executive officers or directors listed on Annex 1 to the Amended Statement on Schedule 13D, as amended hereby, is a party to any contract, arrangement, understanding or relationship (legal or otherwise) with any person with respect to any securities of the Corporation, including but not limited to, any transfer or voting of any such securities, finder's fees, joint venture, loans or option arrangements, puts or calls, guarantees or profits, divisions of profit or loss, or the giving or withholding of proxies. Item 7. Materials to be Filed as Exhibits Exhibit A - Agreement pursuant to Rule 13d-1(k) (1) (iii) Exhibit B - Second Amendment to Loan Agreement dated November 30, 2000, Third Amendment to Loan Agreement dated February 27, 2002, Fourth Amendment to Loan Agreement dated September 30, 2002 and Fifth Amendment to Loan Agreement dated December 9, 2002, each among the Corporation and Americas, Environmental and Institutional. Exhibit C - Letter Agreement dated February 27, 2002 among the Corporation, Americas, Environmental, Institutional, Environmental Opportunities Fund, L.P. and Environmental Opportunities Fund (Cayman), L.P. Exhibit D - Waiver Agreement dated as of December 9, 2002 among the Corporation, Americas, Environmental and Institutional. Exhibit E - Warrant Certificate dated as of December 9, 2002 issued by the Corporation to Americas. Exhibit F - Supplemental Letter Agreement dated December 9, 2002 among the Corporation, Americas, Environmental, Institutional, Environmental Opportunities Fund, L.P. and Environmental Opportunities Fund (Cayman), L.P. Exhibit G - Mandatory Redemption Rights Agreement dated December 9, 2002 among the Corporation, Americas, Environmental, Institutional, Environmental Opportunities Fund, L.P. and Environmental Opportunities Fund (Cayman), L.P. 11 SIGNATURE After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. HANSEATIC AMERICAS LDC By: Hanseatic Corporation Dated: March 13, 2003 By /s/ Bruce Beaty ------------------------------- HANSABEL PARTNERS LLC By: Hanseatic Corporation Dated: March 13, 2003 By /s/ Bruce Beaty ------------------------------- HANSEATIC CORPORATION Dated: March 13, 2003 By /s/ Bruce Beaty ------------------------------- Dated: March 13, 2003 /s/ Wolfgang Taber ---------------------------------- Wolfgang Traber 12 Annex 1
Name and Principal Occupation, Business or Relationship Employer and Resident to Hanseatic Address of Address Citizenship Corporation Employer ----------- ----------- ------------ --------------------- Wolfgang Traber Germany Chairman Chairman Hanseatic Corporation Hanseatic Corporation 450 Park Avenue 450 Park Avenue Suite 2302 Suite 2302 New York, NY 10022 New York, NY 10022 Gustav zu Salm-Horstmar Germany Director Managing Director DHW Limited DHW Limited 7-9 King Henry Terrace 7-9 King Henry Terrace Sovereign Court Sovereign Court Sovereign Close Sovereign Close London E19HE London E19HE Henrik Bodenstab Germany Director Private Investor Dario Markenartikelvertrieb Dario Markenartikelvertrieb Domstrasse 19 Domstrasse 19 20095 Hamburg 20095 Hamburg Germany Germany Philip Oetker Germany Director Director-International Business Hero Hero Niederlenzer Kirchweg 6 Niederlenzer Kirchweg 6 5600 Lenzburg 5600 Lenzburg Switzerland Switzerland Paul A. Biddelman United States President President Hanseatic Corporation Hanseatic Corporation 450 Park Avenue 450 Park Avenue Suite 2302 Suite 2302 New York, NY 10022 New York, NY 10022 Bruce Beaty United States Vice President Vice President Hanseatic Corporation Hanseatic Corporation 450 Park Avenue 450 Park Avenue Suite 2302 Suite 2302 New York, NY 10022 New York, NY 10022 Bernirene Ramos United States Treasurer Treasurer Hanseatic Corporation Hanseatic Corporation 450 Park Avenue 450 Park Avenue Suite 2302 Suite 2302 New York, NY 10022 New York, NY 10022
INDEX TO EXHIBITS Exhibit A - Agreement pursuant to Rule 13d-1(k) (1) (iii) Exhibit B - Second Amendment to Loan Agreement dated November 30, 2000, Third Amendment to Loan Agreement dated February 27, 2002, Fourth Amendment to Loan Agreement dated September 30, 2002 and Fifth Amendment to Loan Agreement dated December 9, 2002, each among the Corporation and Americas, Environmental and Institutional. Exhibit C - Letter Agreement dated February 27, 2002 among the Corporation, Americas, Environmental, Institutional, Environmental Opportunities Fund, L.P. and Environmental Opportunities Fund (Cayman), L.P. Exhibit D - Waiver Agreement dated as of December 9, 2002 among the Corporation, Americas, Environmental and Institutional. Exhibit E - Warrant Certificate dated as of December 9, 2002 issued by the Corporation to Americas. Exhibit F - Supplemental Letter Agreement dated December 9, 2002 among the Corporation, Americas, Environmental, Institutional, Environmental Opportunities Fund, L.P. and Environmental Opportunities Fund (Cayman), L.P. Exhibit G - Mandatory Redemption Rights Agreement dated December 9, 2002 among the Corporation, Americas, Environmental, Institutional, Environmental Opportunities Fund, L.P. and Environmental Opportunities Fund (Cayman), L.P. EX-99.(A) 4 e300147_ex99-a.txt AGREEMENT PURSUANT TO RULE 13D-1(K) (1) (III) EXHIBIT A Pursuant to Rule 13d-1(k) (1) (iii) promulgated by the Securities and Exchange Commission, the undersigned agree that the statement to which this Exhibit is attached is filed on their behalf in the capacities set out hereinbelow. HANSEATIC AMERICAS LDC By: Hanseatic Corporation Dated: March 13, 2003 By /s/ Bruce Beaty ------------------------------ HANSABEL PARTNERS LLC By: Hanseatic Corporation Dated: March 13, 2003 By /s/ Bruce Beaty ------------------------------ HANSEATIC CORPORATION Dated: March 13, 2003 By /s/ Bruce Beaty ------------------------------ Dated: March 13, 2003 /s/ Wolfgang Taber --------------------------------- Wolfgang Traber EX-99.(B) 5 e300147_ex99-b.txt AMENDMENTS TO LOAN AGREEMENT Exhibit B SECOND AMENDMENT TO LOAN AGREEMENT THIS SECOND AMENDMENT (this "Amendment") is made as of this 30th day of November, 2000, by and among SystemOne Technologies Inc. (f/k/a Mansur Industries Inc.), a Florida corporation (the "Borrower"), Hanseatic Americas LDC ("Hanseatic"), Environmental Opportunities Fund II, LP ("Environmental II") and Environmental Opportunities Fund II (Institutional), LP ("Environmental Institutional", collectively with Environmental II, the "Environmental Funds" and collectively with Hanseatic and Environmental II, the "Lenders"). Recitals WHEREAS, the Borrower and the Lenders have entered into a Loan Agreement dated August 7, 2000, as amended by the terms of a First Amendment to the Loan Agreement dated as of November 10, 2000 (as amended, the "Loan Agreement"), and in connection therewith the Borrower issued to the Lenders, among other things, promissory notes in the aggregate principal amount of $3,300,000 (the "Substituting Notes"); WHEREAS, the Borrower desires to refinance its obligations to Guaranty Business Credit Corporation ("GBCC"), as assignee of Capital Business Credit, a division of Capital Factors, Inc. and otherwise establish a revolving credit facility (the "Credit Facility") with Hansa Finance Limited Liability Company in an amount not to exceed the aggregate principal amount of up to $5,000,000; WHEREAS, it is a condition to closing under the Credit Facility that the Borrower and the Lenders amend the Loan Agreement as more fully set forth below; NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Article I, Section 1.1 (xxxxviii) of the Loan Agreement is hereby amended by deleting Article I, Section 1.1 (xxxxviii) in its entirety and substituting therefore a new Article I, Section 1.1 (xxxxviii) to read as follows: (xxxxviii) The term "Security Agreement" shall mean that certain Security Agreement in the form attached hereto as Exhibit C, dated the Closing Date, as from time to time amended, whereby the Borrower has pledged, assigned, hypothecated, conveyed, transferred, given and granted to the Lenders, and each of them, a continuing pledge, of and security interest in all of the security described therein. 2. Article I, Section 1.1 (liii) of the Loan Agreement is hereby amended by deleting Article I, Section 1.1 (liii) in its entirety and substituting as new Article I, Section 1.1 (liii) to read as follows: (1iii) the term "Subordination Agreements" shall mean the Subordination Agreements, dated November 30, 2000, executed by the Lenders, respectively, to Hansa Finance Limited Liability Company. 3. Article IX, Section 9.12 of the Loan Agreement is hereby amended by deleting Article IX, Section 9.12 in its entirety and substituting therefor a new Article IX, Section 9.12 to read as follows: Section 9.12 SUBORDINATION. THE RIGHTS AND REMEDIES OF THE LENDERS HEREUNDER ARE SUBJECT AND SUBORDINATED TO THE TERMS AND PROVISIONS OF THOSE CERTAIN SUBORDINATION AGREEMENTS, EACH DATED NOVEMBER 30, 2000 ENTERED INTO BY THE LENDERS, RESPECTIVELY, WITH HANSA FINANCE LIMITED LIABILITY COMPANY. 4. Exhibit A to the Loan Agreement is hereby deleted in its entirety and Exhibit A annexed hereto is hereby substituted therefor. 5. Except as specifically amended hereby, the Loan Agreement is and remains unmodified and in full force and effect and is hereby ratified and confirmed. 6. Contemporaneously with the execution of this Amendment: (a) Lenders shall deliver the Substitute Notes to the Borrower; (b) Borrower shall cancel the Substitute Notes; (c) Borrower shall deliver to each Lender, in substitution for the Substitute Note held thereby, a new promissory note, in the form of Exhibit A hereto, which shall be registered in the name of such Lender and have a principal sum equal to the aggregate amounts advanced by such Lender to the Borrower (the dates of each such advance, and the amount of each, to be appropriately inserted therein); and (d) the parties hereto shall execute and deliver an Amendment to the Security Agreement (as defined in the Loan Agreement) in the form of Exhibit B annexed hereto. For purposes of the Loan Documents (as defined in the Loan Agreement) and each of them, the notes issued and delivered pursuant to this Amendment shall for all purposes substitute for the Substitute Notes, respectively. 7. The Borrower herewith delivers to each of the Lenders such additional financing statements, or amendments thereto, as shall be requested by the Lenders in order to perfect the interests granted under the Security Agreement, as amended hereby. 8. This Amendment shall be deemed a contract made under the laws of the State of New York and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts made and to be performed entirely within such State. 9. This Amendment may be executed in counterparts and each of such counterparts shall for all purposes be deemed to be an original, and such counterparts shall constitute but one and the same instrument. 2 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written. SYSTEMONE TECHNOLOGIES, INC. By: /s/ Paul I. Mansur ------------------------------- LENDERS: HANSEATIC AMERICAS LDC By: Hansabel Partners LLC By: Hanseatic Corporation By: /s/ Paul A. Biddelman ------------------------------- Paul A. Biddelman President ENVIRONMENTAL OPPORTUNITIES FUND II, L.P. ENVIRONMENTAL OPPORTUNITIES FUND II (INSTITUTIONAL), L.P. By: Fund II Mgt. Co., LLC General Partner By: /s/ Bruce McMaken ------------------------------- Bruce McMaken Manager 3 Exhibit A SYSTEMONE TECHNOLOGIES INC. PROMISSORY NOTE $_______________________ As of August 7, 2000 New York, New York SECTION 1. General. SYSTEMONE TECHNOLOGIES INC., a Florida corporation (hereinafter referred to as the "Borrower"), with offices at 8305 N.W. 27th Street, Miami, Florida 33122, for value received, hereby promises to pay to ________, or order, the principal amount of $___________, on the Maturity Date (as defined in the Loan Agreement hereinafter described), in such coin or currency of the United States of America as at the time of payment shall be legal tender therein for the payment of public and private debts and to pay interest on such principal amount at the rates and on the dates described in Section 2.3 of the Loan Agreement hereinafter described; provided, however, that the interest on $__________ of the principal amount shall be calculated and accrue from August 7, 2000 and the interest on the remaining $___________of the principal amount shall be calculated and accrue from _______________ ___, 2000. The Borrower further agrees to pay interest at such rates on any overdue principal and (to the extent permitted by law) on any overdue interest, from the due date thereof until the obligation of the Borrower with respect to the payment thereof shall be discharged; all payments and prepayments of principal of this Note and all payments of the interest on this Note to be made at _____________________, or such other location as shall be specified in writing by the holder of this Note to the Borrower. SECTION 2. Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed entirely within such state. SECTION 3. Related Agreement. This Note is issued pursuant to, and is one of the Notes referred to in, the Loan Agreement dated as of August 7, 2000, as amended by that First Amendment to Loan Agreement dated November 10, 2000 and that Second Amendment to Loan Agreement dated November 30, 2000 (herein referred to as the "Loan Agreement") among the Borrower, Hanseatic Americas LDC, Environmental Opportunities Fund II, L.P. and Environmental Opportunities Fund II (Institutional), L.P., and is entitled to the benefits and is subject to the provisions thereof (including, without limitation, those providing for the optional and mandatory prepayment of this Note and the acceleration of the maturity hereof), and to the benefits of the Security Agreement, dated August 7, 2000, as amended by that First Amendment to Security Agreement dated November 10, 2000 and that Second Amendment to Security Agreement dated November 30, 2000, among the Borrower, Hanseatic Americas LDC, Environmental Opportunities Fund II, L.P. and Environmental Opportunities Fund II (Institutional), L.P. Copies of such agreements may be obtained by any holder of this Note at the principal executive offices of the Borrower. 4 SECTION 4. SUBORDINATION. THE RIGHTS AND REMEDIES OF THE HOLDER HEREOF ARE SUBJECT TO AND SUBORDINATED TO THE TERMS AND PROVISIONS OF A SUBORDINATION AGREEMENT, DATED NOVEMBER 30, 2000, ENTERED INTO WITH HANSA FINANCE LIMITED LIABILITY COMPANY. IN WITNESS WHEREOF, the undersigned has executed this Note as of the date first-above written. ATTEST: SYSTEMONE TECHNOLOGIES INC. By - ---------------------------- ---------------------------- 5 Exhibit B SECOND AMENDMENT TO SECURITY AGREEMENT THIS SECOND AMENDMENT TO SECURITY AGREEMENT (this "Amendment") is made as of this 30th day of November, 2000, by and among SystemOne Technologies Inc. (f/k/a Mansur Industries Inc.), a Florida corporation (the "Company"), Hanseatic Americas LDC, Environmental Opportunities Fund II, LP and Environmental Opportunities Fund II (Institutional), LP (collectively, the "Lenders'). Recitals WHEREAS, the Company and the Lenders executed that certain Loan Agreement dated August 7, 2000, as amended by the terms of the First Amendment to the Loan Agreement dated as November 10, 2000 (as amended, the "Loan Agreement") and in connection therewith the parties also executed that certain Security Agreement dated August 7, 2000, as amended by the terms of a First Amendment to the Security Agreement dated as of November 10, 2000 (as amended, the "Security Agreement"); WHEREAS, the Company the Lenders are contemporaneously herewith amending the Loan Agreement and now desire to amend the Security Agreement according to the terms of this Amendment; NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. The first recital of the Security Agreement is hereby amended by deleting the phrase "amended on November 10, 2000" and substituting therefore a reference to "may from time to time be amended". 2. Section 2 of the Security Agreement is hereby amended by deleting Section 2 in its entirety and substituting therefore a new Section 2 to read as follows: 2. Creation of Security Interest. As an inducement to the Lenders, and each of them, to enter into the Loan Agreement, to made the Loan, and to secure prompt payment, performance and discharge in full of all the Borrower's obligations (hereinafter referred to as the "Obligations") on the part of the Borrower to be performed under the Loan Agreement and the Notes, the Borrower hereby unconditionally and irrevocably grants to the Lenders, and each of them, a continuing security interest, in lien upon and a right of set-off against all of the Collateral, which shall be senior and first-in-right with respect to all other security interests and liens other than the interest of Hansa Finance Limited Liability Company ("Hansa") pursuant to that certain Revolving Credit Loan Agreement dated November 30, 2000, as may from time to time be amended (hereinafter referred to as the "Senior Credit Agreement"), between the Borrower and Hansa and other Permitted Encumbrances (as defined in the Loan Agreement). Upon the payment, performance and discharge in full of all Obligations, the security interest granted herein shall expire. 6 3. The third sentence of Section 4(a) of the Security Agreement is hereby deleted in its entirety and the following two new sentences substituted therefor: The Borrower shall preserve the Collateral and abstain from and not permit the commission of waste with regard thereto; and shall not sell, lease, or transfer or otherwise dispose of any of the Collateral except: (I) (x) sales of inventory or dispositions of obsolete assets, (y) licensing to third parties and (z) sales of the Royalty (as defined in that certain Marketing and Distribution Agreement dated as of November 13, 2000 between the Borrower and Safety-Kleen Systems Inc. [the "Safety-Kleen Agreement"]), or part thereof, in each case under clauses (x), (y) and (z) immediately preceding in the ordinary course of business to third parties not constituting Affiliates (as defined in the Loan Agreement) of the Borrower and for consideration equal to the fair market value thereof (the interest so conveyed to any third party to be free of the lien of this Agreement) and (II) except as permitted by Section 5. For purposes hereof, performance by the Borrower of the Safety-Kleen Agreement shall not be deemed prohibited by this Agreement, nor shall Safety-Kleen Systems Inc. nor any Affiliate thereof be deemed an Affiliate of the Borrower by virtue of its holding of the warrant issued by the Borrower pursuant to the Safety-Kleen Agreement or of the shares underlying such warrant. 4. The references to "Capital" contained in the last sentence of Section 4(a), and in Section 4(d) and in Section 5(a), of the Security Agreement are hereby deleted and a reference to "Hansa" substituted in lieu thereof. 5. Section 20 of the Security Agreement is hereby amended by deleting Section 20 in its entirety and substituting a new Section 20 to read as follows: 20. SUBORDINATION. THE RIGHTS AND REMEDIES OF THE LENDERS HEREUNDER ARE SUBJECT TO AND SUBORDINATED TO THE TERMS AND PROVISIONS OF THOSE CERTAIN SUBORDINATION AGREEMENTS, EACH DATED NOVEMBER 30, 2000 ENTERED INTO BY THE LENDERS, RESPECTIVELY, WITH HANSA FINANCE LIMITED LIABILITY COMPANY. 6. Except as specifically amended hereby, the Security Agreement is and remains unmodified and in full force and effect and is hereby ratified and confirmed. 7 7. This Amendment shall be deemed a contract made under the laws of the State of Florida and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts made and to be performed entirely within such State. 8. This Amendment may be executed in counterparts and each of such counterparts shall for all purposes be deemed to be an original, and such counterparts shall constitute but one and the same instrument. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written. SYSTEMONE TECHNOLOGIES INC. By: ----------------------------- LENDERS HANSEATIC AMERICAS LDC By: Hansabel Partners LLC By: Hanseatic Corporation By: ----------------------------- Paul A. Biddelman President ENVIRONMENTAL OPPORTUNITIES FUND II, L.P. ENVIRONMENTAL OPPORTUNITIES FUND II (INSTITUTIONAL), L.P. By: Fund II Mgt. Co., LLC General Partner By: ----------------------------- Bruce McMaken Manager 8 THIRD AMENDMENT TO LOAN AGREEMENT THIS THIRD AMENDMENT (this "Amendment") is made as of this 27th day of February, 2002, by and among SystemOne Technologies Inc. (f/k/a Mansur Industries Inc.), a Florida corporation (the "Borrower"), Hanseatic Americas LDC ("Hanseatic"), Environmental Opportunities Fund II, LP ("Environmental II") and Environmental Opportunities Fund II (Institutional), LP ("Environmental Institutional", collectively with Hanseatic and Environmental II, the "Lenders"). Recitals WHEREAS, the Borrower and the Lenders are parties to that certain Loan Agreement dated August 7, 2000, as amended by a First Amendment to Loan Agreement dated as of November 10, 2000 and a Second Amendment to Loan Agreement dated as of November 30, 2000 (as amended, the "Loan Agreement"); and WHEREAS, the Borrower and the Lenders desire to amend the Loan Agreement to (i) change the Maturity Date (as defined in the Loan Agreement) from February 7, 2002 to September 30, 2002, and (ii) change the terms upon which the Borrower will issue the Additional Warrants (as defined in the Loan Agreement) to the Lender; NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Article I, Section 1.1 (xxxvi) of the Loan Agreement is hereby amended by deleting Article I, Section 1.1 (xxxvi) in its entirety and substituting therefor a new Article I, Section 1.1 (xxxvi) to read as follows: (xxxvi) The term "Maturity Date" shall mean September 30, 2002. 2. Article II, Section 2.10 of the Loan Agreement is hereby amended by deleting the second sentence of Article II, Section 2.10 in its entirety and substituting therefor a new sentence to read as follows: In addition, in the event that the Borrower does not punctually satisfy the Note on or prior to February 28, 2002 and after such date the Borrower (i) sells debt or equity securities, or debt securities convertible into equity securities, or incurs debt with a final scheduled maturity date more than twelve months after issuance or incurrence providing gross cash proceeds to the Borrower in an amount equal to or greater than the outstanding principal amount and accrued interest of the Notes on the date of such sale or incurrence, or (ii) enters into a merger, consolidation, sale of all or substantially all of its assets or other business combination transaction with a party that prior to such transaction owns less than 25 percent of the voting power of the Borrower's outstanding equity securities, then upon the consummation of the earliest of any such transaction, the Borrower shall forthwith issue and deliver to each of the original holders of the Notes a number of additional warrants (hereinafter, with respect to all Lenders, referred to as the "Additional Warrants") to purchase shares of Common Stock (hereinafter with respect to all 9 Lenders referred to as the "Additional Warrant Shares") equal to the number of Initial Warrants to such original holder, such Additional Warrants to be evidenced by warrant certificates (hereinafter referred to, collectively, as the "Additional Warrant Certificates"), each registered in the name of such original holder and dated the date of issuance thereof, in the form of the Initial Warrant Certificate (except that all such Additional Warrants shall be immediately exercisable, and provided that the terms of the Additional Warrants as aforesaid shall, for purposes of issuance thereof and without limiting the operation thereof, be subject to adjustment pursuant to Section 6 of the form of Initial Warrant Certificate as if in effect from and after the Closing Date). 3. Except as specifically amended hereby, the Loan Agreement is and remains unmodified and in full force and effect and is hereby ratified and confirmed. 4. This Amendment shall be deemed a contract made under the laws of the State of New York and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts made and to be performed entirely within such State. 5. This Amendment may be executed in counterparts and each of such counterparts shall for all purposes be deemed to be an original, and such counterparts shall constitute but one and the same instrument. 10 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written. SYSTEMONE TECHNOLOGIES INC. By: /s/ Paul I. Mansur -------------------------------- Paul I. Mansur Chief Executive Officer LENDERS HANSEATIC AMERICAS LDC By: Hanseatic Corporation By: /s/ Paul A. Biddelman -------------------------------- Paul A. Biddelman President ENVIRONMENTAL OPPORTUNITIES FUND II, L.P. ENVIRONMENTAL OPPORTUNITIES FUND II (INSTITUTIONAL), L.P. By: Fund II Mgt. Co., LLC General Partner By: /s/ Kenneth C. Leung -------------------------------- Kenneth C. Leung Chief Investment Officer 11 FOURTH AMENDMENT TO LOAN AGREEMENT THIS FOURTH AMENDMENT (this "Amendment") is made as of this 30th day of September, 2002, by and among SystemOne Technologies Inc. (f/k/a Mansur Industries Inc.), a Florida corporation (the "Borrower"), Hanseatic Americas LDC ("Hanseatic"), Environmental Opportunities Fund II, LP ("Environmental II") and Environmental Opportunities Fund II (Institutional), LP ("Environmental Institutional", and collectively with Hanseatic and Environmental II, the "Lenders"). W I T N E S S E T H: WHEREAS, the Borrower and the Lenders are parties to that certain Loan Agreement dated August 7, 2000, as amended by a First Amendment to Loan Agreement dated as of November 10, 2000, a Second Amendment to Loan Agreement dated as of November 30, 2000 and a Third Amendment to Loan Agreement dated as of February 27, 2002 (as amended, the "Loan Agreement") and in connection therewith the Borrower issued to the Lenders promissory notes in the aggregate principal amount of $3,300,000 (the "Outstanding Notes") and warrants exercisable for in the aggregate 942,858 shares of the Borrower's common stock, $.001 par value; and WHEREAS, the Borrower and the Lenders desire to amend the Loan Agreement to change the Maturity Date (as defined in the Loan Agreement) from September 30, 2002 to November 30, 2002. NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Article I, Section 1.1 (xxxvi) of the Loan Agreement is hereby amended by deleting Article I, Section 1.1 (xxxvi) in its entirety and substituting therefor a new Article I, Section 1.1 (xxxvi) to read as follows: (xxxvi) The term "Maturity Date" shall mean November 30, 2002. 2. Except as specifically amended hereby, the Loan Agreement is and remains unmodified and in full force and effect and is hereby ratified and confirmed. 3. This Amendment shall be deemed a contract made under the laws of the State of New York and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts made and to be performed entirely within such State. 4. This Amendment may be executed in counterparts and each of such counterparts shall for all purposes be deemed to be an original, and such counterparts shall constitute but one and the same instrument. 12 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written. SYSTEMONE TECHNOLOGIES INC. By: /s/ Paul I. Mansur -------------------------------- Name: Paul I. Mansur Title: Chief Executive Officer LENDERS 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/ Paul A. Biddelman General Partner -------------------------- Name: Paul A. Biddelman Title: President By: /s/ Kenneth C. Leung -------------------------------- Name: Kenneth C. Leung Title: Chief Investment Officer 13 FIFTH AMENDMENT TO LOAN AGREEMENT THIS FIFTH AMENDMENT (this "Amendment") is made as of this 9th day of December, 2002, by and among SystemOne Technologies Inc. (f/k/a Mansur Industries Inc.), a Florida corporation (the "Borrower"), Hanseatic Americas LDC ("Hanseatic"), Environmental Opportunities Fund II, LP ("Environmental II") and Environmental Opportunities Fund II (Institutional), LP ("Environmental Institutional", and collectively with Hanseatic and Environmental II, the "Lenders"). Recitals WHEREAS, the Borrower and the Lenders are parties to that certain Loan Agreement dated August 7, 2000, as amended by a First Amendment to Loan Agreement dated as of November 10, 2000, a Second Amendment to Loan Agreement dated as of November 30, 2000, a Third Amendment to Loan Agreement dated as of February 27, 2002 and a Fourth Amendment to Loan Agreement dated as of September 30, 2002 (as amended, the "Loan Agreement") and in connection therewith the Borrower issued to the Lenders promissory notes in the aggregate principal amount of $3,300,000 (the "Outstanding Notes") and warrants exercisable for in the aggregate 942,858 shares of the Borrower's common stock, $.001 par value; and WHEREAS, as part of the recapitalization of the Borrower and pursuant to the Exchange Agreement (the "Exchange Agreement"), dated December 9, 2002, by and among the Borrower, the Lenders and the additional parties thereto, the Borrower and the Lenders desire to cancel the Outstanding Notes and amend the Loan Agreement and Loan Documents (as defined in the Loan Agreement) to (i) increase the principal amount outstanding thereunder to include the interest accrued from, respectively, the Closing Date and the Supplemental Closing Date (each as defined in the Loan Agreement) to the date hereof, (ii) change the Maturity Date (as defined in the Loan Agreement) from September 30, 2002 to December 31, 2005, (iii) change the interest rate from sixteen percent (16%) per annum to ten percent (10%) per annum, and (iv) issue new promissory notes (the "New Notes"), all according to the terms of the Loan Agreement as amended by this Amendment; NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Article I, Section 1.1 (xxxvi) of the Loan Agreement is hereby amended by deleting Article I, Section 1.1 (xxxvi) in its entirety and substituting therefor a new Article I, Section 1.1 (xxxvi) to read as follows: (xxxvi) The term "Maturity Date" shall mean December 31, 2005. 2. Article I, Section 1.1 (xxxviii) of the Loan Agreement is hereby amended by deleting Article I, Section 1.1 (xxxviii) in its entirety and substituting therefor a new Article I, Section 1.1 (xxxviii) to read as follows: 14 (xxxviii) The term "Notes" shall mean those notes, each in the form attached hereto as Exhibit A dated as of the Closing Date, executed by the Borrower, as the maker, and delivered to each Lender, as payee, in the aggregate principal amount of $4,418,373, which Notes, collectively, evidence the Loan under this Agreement. 3. Article I, Section 1.1 (xxxxviii) of the Loan Agreement is hereby amended by deleting Article I, Section 1.1 (xxxxviii) in its entirety and substituting therefor a new Article I, Section 1.1 (xxxxviii) to read as follows: (xxxxviii) The term "Security Agreement" shall mean that certain Security Agreement in the form attached hereto as Exhibit C, dated the Closing Date, and amended by that certain First Amendment dated November 10, 2000, that certain Second Amendment dated November 30, 2000 and that certain Third Amendment dated December 9, 2002, as from time to time further amended, whereby the Borrower has pledged, assigned, hypothecated, conveyed, transferred, given and granted to the Lenders, and each of them, a continuing pledge, of and security interest in all of the security described therein. 4. Article I, Section 1.1 (lviii) of the Loan Agreement is hereby amended by deleting Article I, Section 1.1 (lviii) in its entirety and substituting therefor a new Article I, Section 1.1 (lviii) to read as follows: (lviii) The term "Outstanding Notes" shall mean the Borrower's promissory notes in the aggregate principal amount of $3,300,000 issued pursuant to this Agreement to the Lenders, respectively, on the Supplemental Closing Date. 5. The following new section is hereby added immediately following the definition of "Supplemental Closing Date" under Article I (which, together with the preceding clause (lviv) shall be re-designated, respectively, clause (lix) and clause (lx) thereof): (lxi) The term "Second Supplemental Closing Date" shall mean December 9, 2002. 6. Article II, Section 2.2 of the Loan Agreement is hereby amended by deleting Article II, Section 2.2 in its entirety and substituting therefor a new Article II, Section 2.2 to read as follows: Section 2.2 Notes. The obligation of the Borrower to repay all monies advanced by the Lenders, and each of them, to the Borrower in connection with the Loan shall be evidenced by the Notes, each in the form of Exhibit A annexed hereto. On the Second Supplemental Closing Date, the Borrower shall have duly executed and delivered to each Lender, in substitution for the Outstanding Note held thereby, a Note, which shall (i) be dated as of the Second Supplemental Closing Date, (ii) be registered in the name of the Lender to whom issued, (iii) have a principal sum equal to the aggregate amounts advanced by such Lender to the Borrower plus all interest accrued from the Closing Date through the Second Supplemental Closing Date, which shall be payable in the amounts and on the dates provided for in Section 2.4 hereof and (iv) bear interest at the rates payable on the dates and in the manner provided for in Section 2.3 hereof. 15 7. Article II, Section 2.3 of the Loan Agreement is hereby amended by deleting Article II, Section 2.3 in its entirety and substituting therefor a new Article II, Section 2.3 to read as follows: Section 2.3 Interest. Each Note shall bear interest computed daily from the Second Supplemental Closing Date until final repayment in full of said Note in accordance with Section 2.4 of this Agreement. Each note shall bear interest at a rate of ten percent per annum (10%) to be applied to the principal amount of the Note as set forth therein until final repayment in full of said Note. Interest on the Loan and the Notes shall be due and payable on the Maturity Date and continuing thereafter until the Loan and Notes are repaid in full. 8. Annex 1 to the Loan Agreement is hereby amended by deleting Annex 1 in its entirety and substituting therefor a new Annex 1 to read as follows:
Proportionate Amount Allocation of Initial Lender Proportionate Share of Loan Warrants - ------ ------------------- -------------------- --------------------- Hanseatic Americas LDC 450 Park Avenue, Suite 2302 50% $2,209,187 471,429 New York, New York 10022 Environmental Opportunities Fund II, L.P. c/o Sanders Morris Harris 3100 Chase Tower 10.7% $472,766 100,886 600 Travis Street, Suite 3100 Houston, Texas 77002 Environmental Opportunities Fund II (Institutional), L.P. c/o Sanders Morris Harris 3100 Chase Tower 39.3% $1,736,421 370,543 600 Travis Street, Suite 3100 Houston, Texas 77002
9. Exhibit A to the Loan Agreement is hereby deleted in its entirety and Exhibit A annexed hereto is hereby substituted therefor. 10. Except as specifically amended hereby, the Loan Agreement is and remains unmodified and in full force and effect and is hereby ratified and confirmed. 11. Contemporaneously with the execution of this Amendment, Lenders shall deliver the Outstanding Notes to the Borrower. Contemporaneously with the execution of this Amendment, the Borrower shall (i) cancel the Outstanding Notes and (ii) deliver the New Notes to the Lenders, in the form required by the Loan Agreement, as amended hereby and acceptable to the Lenders. 16 12. Contemporaneously herewith, the parties hereto shall execute and deliver an Amendment to the Security Agreement in the form of Exhibit B annexed hereto. 13. This Amendment shall be deemed a contract made under the laws of the State of New York and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts made and to be performed entirely within such State. 14. This Amendment may be executed in counterparts and each of such counterparts shall for all purposes be deemed to be an original, and such counterparts shall constitute but one and the same instrument. 17 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written. SYSTEMONE TECHNOLOGIES INC. By: /s/ Paul I. Mansur ------------------------------------ Name: Paul I. Mansur Title: Chief Executive Officer LENDERS 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/ Paul A. Biddelman General Partner ----------------------------- Name: Paul A. Biddelman Title: President By: /s/ Kenneth C. Leung ------------------------------------ Name: Kenneth C. Leung Title: Chief Investment Officer 18 EXHIBIT A SYSTEMONE TECHNOLOGIES INC. PROMISSORY NOTE $______________________ As of December 9, 2002 New York, New York SECTION 1. General. SYSTEMONE TECHNOLOGIES INC., a Florida corporation (hereinafter referred to as the "Borrower"), with offices at 8305 N.W. 27th Street, Miami, Florida 33122, for value received, hereby promises to pay to______________________, or registered assigns, the principal amount of $_____________, on the Maturity Date (as defined in the Loan Agreement hereinafter described), in such coin or currency of the United States of America as at the time of payment shall be legal tender therein for the payment of public and private debts and to pay interest on such principal amount at the rates and on the dates described in Section 2.3 of the Loan Agreement hereinafter described. The Borrower further agrees to pay interest at such rates described in the Loan Agreement on any overdue principal and (to the extent permitted by law) on any overdue interest, from the due date thereof until the obligation of the borrower with respect to the payment thereof shall be discharged; all payments and prepayments of principal of this Note and all payments of the interest on this Note to be made at _______________, or such other location as shall be specified in writing by the holder of this Note to the Borrower. SECTION 2. Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be preformed entirely within such state. SECTION 3. Related Agreements. This Note is issued pursuant to, and is one of the Notes referred to in, the Loan Agreement dated as of August 7, 2000, as amended by that First Amendment dated as of November 10, 2000, that Second Amendment dated as of November 30, 2000, that Third Amendment dated as of February 27, 2002, that Fourth Amendment dated as of September 30, 2002 and that Fifth Amendment dated as of the date first set forth above (herein referred to as the "Loan Agreement") among the Borrower, Hanseatic Americas LDC, Environmental Opportunities Fund II, L.P. and Environmental Opportunities Fund II (Institutional), L.P., and is entitled to the benefits and is subject to the provisions thereof (including, without limitation, those providing for the optional and mandatory prepayment of this Note and the acceleration of the maturity hereof), and to the benefits of the Security Agreement, August 7, 2000, as amended by that First Amendment to Security Agreement dated November 10, 2000, that Second Amendment to Security Agreement dated November 30, 2000, and that Third Amendment to Security Agreement dated the date first set forth above, as from time to time further amended, among the Borrower, Hanseatic Americas LDC, Environmental Opportunities Fund II, L.P. and Environmental Opportunities Fund II (Institutional), L.P. Copies of such agreements may be obtained by any holder of this Note at the principal executive offices of the Borrower. 19 SECTION 4. SUBORDINATION. THE RIGHTS AND REMEDIES OF THE HOLDER HEREOF ARE SUBJECT TO AND SUBORDINATED TO THE TERMS AND PROVISIONS OF A SUBORDINATION AGREEMENT, DATED NOVEMBER 30, 2000 ENTERED INTO WITH HANSA FINANCE LIMITED LIABILITY COMPANY, A DELAWARE LIMITED LIABILITY COMPANY. SECTION 5. Registration. The Borrower shall keep or cause to be kept a note register for the Notes in which the Borrower shall provide for the registration of the Notes and the registration of transfers of the Notes. The Borrower shall keep this register in a manner that causes the Notes to be in registered form within the meaning of Section 163(f) of the Internal Revenue Code of 1986, as amended, and the applicable treasury regulations. Prior to due presentment for registration of transfer of any Note, the Borrower may treat the person in whose name any Note is registered (as of the day of determination) as the holder of such Note for the purpose of receiving payments of principal of and interest on such Note and for all other purposes, and neither the Borrower nor any agent of the Borrower shall be affected by notice to the contrary. IN WITNESS WHEREOF, the undersigned has executed this Note as of the date firstabove written. ATTEST: SYSTEMONE TECHNOLOGIES INC. By: By: -------------------------------- ------------------------------ Name: Pierre G. Mansur Name: Paul I. Mansur Title: President Title: Chief Executive Officer 20 EXHIBIT B THIRD AMENDMENT TO SECURITY AGREEMENT THIS THIRD AMENDMENT TO SECURITY AGREEMENT (this "Amendment") is made as of this 9th day of December, 2002, by and among SystemOne Technologies Inc. (f/k/a Mansur Industries Inc.), a Florida corporation (the "Company"), Hanseatic Americas LDC, Environmental Opportunities Fund II, L.P. and Environmental Opportunities Fund II (Institutional), L.P. (collectively, the "Lenders"). Recitals WHEREAS, the Company and the Lenders are parties to that certain Loan Agreement dated August 7, 2000, as amended by a First Amendment to Loan Agreement dated as of November 10, 2000, a Second Amendment to Loan Agreement dated as of November 30, 2000, a Third Amendment to Loan Agreement dated as of February 27, 2002, and a Fourth Amendment to Loan Agreement dated as of September 30, 2002 (as amended, the "Loan Agreement") and in connection therewith the parties also executed that certain Security Agreement dated August 7, 2000, as amended by a First Amendment to Security Agreement dated as of November 10, 2000 and a Second Amendment to Security Agreement dated as of November 30, 2000 (the "Security Agreement"); WHEREAS, the Company and the Lenders are contemporaneously herewith amending the Loan Agreement and now desire to amend the Security Agreement according to the terms of this Amendment; NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. The first recital of the Security Agreement is hereby amended by deleting the first recital in its entirety and substituting therefore a new first recital to read as follows: WHEREAS, under the terms and conditions of a Loan Agreement dated as of August 7, 2000 and as amended on November 10, 2000, November 30, 2000, February 27, 2002, September 30, 2002 and December 9, 2002, as may from time to time be amended (hereinafter referred to as the "Loan Agreement"), among the Borrower and the Lenders, The Borrower is indebted to the lenders in the aggregate principal amount of $4,418,373 (hereinafter referred to as the "Loan"), which Loan is to be evidenced by certain Notes issued pursuant to the Loan Agreement (hereinafter referred to, collectively, as the "Notes"), with payment of the Notes and any other obligations of the Borrower to the Lender to be secured as provided for in the Loan Agreement; 21 2. Except as specifically amended hereby, the Security Agreement is and remains unmodified and in full force and effect and is hereby ratified and confirmed. 3. This Amendment shall be deemed a contract made under the laws of the State of Florida and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts made and to be performed entirely within such State. 4. This Amendment may be executed in counterparts and each of such counterparts shall for all purposes be deemed to be an original, and such counterparts shall constitute but one and the same instrument. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first written above. SYSTEMONE TECHNOLOGIES INC. By: --------------------------------- Name: Paul Mansur Title: Chief Executive Officer LENDERS HANSEATIC AMERCIAS LDC By: Hanseatic Corporation By: --------------------------------- Name: Paul A. Biddelman Title: President ENVIRONMENTAL OPPORTUNITIES FUND II, L.P. ENVIRONMENTAL OPPORTUNITIES FUND II (INSTITUTIONAL), L.P. By: Fund II Mgt. Co., LLC General Partner By: --------------------------------- Name: Bruce McMaken Title: Manager 22 EX-99.(C) 6 e300147_ex99-c.txt LETTER AGREEMENT DATED FEBRUARY 27, 2002 EXHIBIT C [SystemOne Letterhead] February 27, 2002 To the Investors and Lenders set forth on the signature page hereto: Re: Series B Convertible Preferred Stock Purchase Agreement dated as of May 6, 1999 (the "Series B Agreement") between Mansur Industries Inc., now known as SystemOne Technologies Inc. (the "Company"), and the Investors named in Schedule I thereto (the "Series B Investors"); Series C Convertible Preferred Stock Purchase Agreement dated as of August 24, 1999 (the "Series C Agreement") between the Company and the Investor named therein (the "Series C Investor"); Series D Convertible Preferred Stock Purchase Agreement dated as of May 2, 2000 (the "Series D Agreement") between the Company and the Investors named in Schedule I thereto (the "Series D Investors"); and Loan Agreement dated as of August 7, 2000, as amended to date (the "Loan Agreement" and, together with the Series B Agreement, the Series C Agreement and the Series D Agreement, the "Agreements") between the Company and the Lenders named therein (the "Lenders" and together with the Series B Investors, the Series C Investor and the Series D Investors, the "Investors"). Ladies and Gentlemen: Pursuant to the Agreements, the Company has issued to the Investors shares of preferred stock convertible into common stock of the Company and warrants to purchase common stock of the Company. For purposes hereof, capitalized terms utilized and not otherwise defined herein shall have the meanings ascribed to them in the Agreements, respectively, as applicable in the context used. Under the Agreements, the Company has agreed to register under state and federal securities laws the Registrable Securities for resale by the holders of Registrable Securities (as defined in the Agreements) (such obligations being referred to herein as the "Registration Obligations"). In accordance with the Registration Obligations arising under the Series B Agreement and the Series C Agreement, the Company effected registration of the applicable Registrable Securities under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to an effective registration statement on Form S-3 (Registration Statement Number 333-86757) and filed a registration statement on Form S-3 (Registration Statement Number 333-44962) with respect to the Registrable Securities under the Series D Agreement and the Loan Agreement, which registration statement is not yet effective. The Company's Registration Obligations under the Series D Agreement and the Loan Agreement to cause Registration Statement Number 333-44962 to become effective were waived to not later than May 30, 2001 pursuant to the Consent Agreement dated as of November 22, 2000 between the Company and the Series D Investors and the Lenders. As a result of the delisting of the Company's common stock from the Nasdaq Stock Market, the Company is no longer eligible to use Form S-3 to effect registration of the Registrable Securities for resale. As a result, the cost of effecting and maintaining the effectiveness of registration of the Registrable Securities has been greatly increased; such additional costs and fees would adversely and unnecessarily affect the Company's operating results inasmuch as the market price of the Company's common stock is lower than the conversion or exercise prices applicable to the Registrable Securities. Furthermore, the amount of Registrable Securities that could be sold without registration pursuant to Rule 144 under the Securities Act (assuming compliance with the provisions of Rule 144, including the holding period requirements) far exceeds the number of shares that could be sold economically into the market given the low trading volume for the Company's common stock. Accordingly, in order to avoid such unnecessary cost and expense and in consideration of the additional rights granted to the holders of Registrable Securities herein, the Company hereby requests that the Investors agree as follows: (a) The Company shall not be required to fulfill its obligations to file a Registration Statement with respect to the Registrable Securities under, respectively, the Series D Agreement or the Loan Agreement unless and until, in each case, the Company shall have received a written notice from one or more holders of Registrable Securities thereunder stating that there is on the part of such person or persons giving such notice a bona fide intent to sell Registrable Securities having a Current Market Value (as hereinafter defined) of not less than $1 million and requesting that the Company effect registration of such Registrable Securities in accordance with the applicable Registration Obligations (a "Demand Notice"). If the Company receives a Demand Notice, it shall promptly notify any other holders of Registrable Securities under the Series D Agreement and the Loan Agreement not party to such Demand Notice of its receipt of such Demand Notice and the Company shall include in any such registration, the Registrable Securities of such other holders of Registrable Securities thereunder to the extent requested, and such holders shall cooperate to the extent required by the terms of the Registration Obligations set forth in such agreements, respectively. The Company shall prepare and file such Registration Statement (or at its option amend Registration Statement Number 333-44962 if not previously withdrawn) and use its reasonable best efforts to cause such registration statement to become effective not later than the 120th day after the Company's receipt of the Demand Notice; provided, however, that if in the good faith opinion of the board of directors of the Company, such registration would require the Company to make a disclosure that would be materially detrimental to the Company's best interests, then the Company shall be entitled to defer such registration for not more than 120 days. If such registration statement is not declared effective by the 120th day after the Company's receipt of the Demand Notice (subject to extension pursuant to the preceding proviso), then the Company shall be required to pay to the Series D Investors or the Lenders, as the case may be, Liquidated Damages (as defined in the Agreement applicable to the affected Registrable Securities) in accordance with the Series D Agreement or the Loan Agreement, as the case may be, such Liquidated Damages to commence accruing from and including the 121st day after the Company's receipt of the Demand Notice (subject to extension as aforesaid). Upon receipt of a Demand Notice (but subject to the proviso of the second preceding sentence) the Company and the holders of Registrable Securities participating in the registration contemplated thereby shall otherwise comply with the other applicable provisions of the Registration Obligations set forth in the Series D Agreement and the Loan Agreement. (b) For purposes hereof, "Current Market Value" per Registrable Security shall be calculated, on any date, on the basis of the average, for 30 consecutive trading days commencing 45 days before such date, of the last sale price thereof on each such day on the principal stock exchange or the Nasdaq National Market on which it is then listed or admitted to trading, and if no sale takes place on any such day on any such exchange or market, the average of the last reported closing bid and asked prices on such date as officially quoted on any such exchange or market; and if such Registrable Security is on any day during such 30 day period not listed or admitted to trading on any stock exchange or such market, the average of the last reported closing bid and asked prices on such day in the over-the-counter market, as furnished by Nasdaq or the National Quotation Bureau, Inc.; and if neither such corporation at the time is engaged in the business of reporting such prices, as furnished by any similar firm then engaged in such business, or if there is no such firm, as furnished by any member of the National Association of Securities Dealers Inc. selected by the Board of Directors of the Company in good faith and approved by the holder or holders of Registrable Securities delivering such Demand Notice in question (such approval not to be unreasonably withheld or delayed). (c) If the Company determines to register any equity securities for sale (other than pursuant to Form S-8 or Form S-4 or any successor forms under the Securities Act), then if any Registrable Securities remain unsold, the Company shall give prompt notice of such determination and allow the holders of Registrable Securities to request the inclusion of their Registrable Securities in such offering; provided, however, that, if such offering is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the total number or dollar amount of securities to be included in such registration exceeds the number or dollar amount of securities which can be sold in such offering, the Company shall include in such registration: (i) first, all securities requested to be included in such registration by any securityholders initiating such registration; (ii) second, all securities the Company proposes to sell; and (iii) third, the Registrable Securities requested to be included in such registration which, in the opinion of such underwriters, can be sold (allocated pro rata among the holders of such Registrable Securities on the basis of the number of securities requested to be included therein by each such holder). The Company shall pay all Registration Expenses of any such offering and each holder of Registrable Securities shall pay its Selling Expenses. Any holders of Registrable Securities participating in an underwritten offering shall, as a condition to such participation, execute an underwriting agreement in the form required by such underwriter containing customary representations, warranties, covenants, conditions and indemnifications. In all other respects, the Company's Registration Obligations set forth in the applicable Agreement shall apply in respect of Registrable Securities included in a registration pursuant to this paragraph (c). A registration of Registrable Securities pursuant to this paragraph (c) shall not be counted as a Demand Registration. (d) Notwithstanding its Registration Obligations set forth in the Series B Agreement or the Series C Agreement, if the Company is not eligible to use Form S-3 for the purpose of amending registration statement Number 333-86757, then the Company shall not be required to amend such registration statement unless and until the Company shall have received a written notice from one more holders of Registrable Securities under the Series B Agreement or the Series C Agreement stating that there is on the part of such person or persons giving such notice a bona fide intent to sell shares of such Registrable Securities having a Current Market Value of not less than $1 million and requesting that the Company effect an amendment of such registration statement so that sales of such Registrable Securities pursuant thereto may resume (an "Amendment Notice"). The Company shall prepare and file such amendment and use its reasonable best efforts to cause such amendment to become effective not later than the 120th day after the Company's receipt of the Amendment Notice; provided, however, that if in the good faith opinion of the board of directors of the Company, such amendment would require the Company to make a disclosure that would be materially detrimental to the Company's best interests, then the Company shall be entitled to defer the filing of such amendment for not more than 120 days. If such amendment is not declared effective by the 120th day after the Company's receipt of the Amendment Notice (subject to extension pursuant to the preceding proviso), then the Company shall be required to pay the Series B Investors or the Series C Investor, as the case may be, Liquidated Damages in accordance with the Series B Agreement or the Series C Agreement, as the case may be, such Liquidated Damages to commence accruing from and including the 121st day after the Company's receipt of the Amendment Notice (subject to extension as aforesaid). (e) Except to the extent payment is required hereby, the Investors waive the payment of any Liquidated Damages which may have accrued to the date hereof or hereafter accrue (but for the fact that this letter agreement shall have been entered into) pursuant to the Agreements. (f) The Company may at its option withdraw Registration Statement Number 333-44962. (g) Without limiting the generality of the foregoing: (i) all indemnification and contribution provisions of the Agreements, and all provisions regarding registration and compliance under the Exchange Act and listing, shall remain in full force and effect and, without limitation, apply, respectively, to performance hereunder; and (ii) the effectiveness of each Registration Statement hereunder shall be maintained by the Company through the applicable Effectiveness Period. (h) The provisions hereof shall inure to the benefit of the parties hereto and their respective permitted successors and assigns. [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/ Paul I. Mansur ----------------------- Paul I. Mansur Chief Executive Officer Agreed to an accepted as of the date first above written: Investors and Lenders: 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/ Paul A. Biddelman General Partner --------------------- Paul A. Biddelman President By: /s/ Kenneth C. Leung ----------------------------- Kenneth C. Leung Chief Investment Officer Environmental Opportunities Fund, L.P. Environmental Opportunities Fund (Cayman), L.P. By: Environmental Opportunities Management Co., LLC General Partner By: /s/ Bruce McMaken ----------------------------- Bruce McMaken Manager EX-99.(D) 7 e300147_ex99-d.txt WAIVER AGREEMENT DATED AS OF DECEMBER 9, 2002 EXHIBIT D WAIVER AGREEMENT This WAIVER AGREEMENT, dated as of December 9, 2002 ("Agreement"), is entered into among SystemOne Technologies Inc., a Florida corporation (the "Company"), Hanseatic Americas LDC ("Hanseatic"), Environmental Opportunities Fund II, LP ("Environmental II"), and Environmental Opportunities Fund II (Institutional), LP ("Environmental Institutional" and collectively with Hanseatic and Environmental II, the "Holders"). WITNESSETH: WHEREAS, the Holders collectively own (i) all of the Company's outstanding shares of Series D Convertible Preferred Stock, $1.00 par value per share ("Series D Stock"), and (ii) Warrants (the "Warrants") to purchase an aggregate of 1,514,286 shares of the Company's common stock, $.001 par value per share ("Common Stock"); WHEREAS, the terms of the Series D Stock and the Warrants give the Holders the right to certain Antidilution Rights (as defined below) resulting from the Company's issuance of (i) warrants to purchase an aggregate of 750,000 shares of Common Stock at an exercise price of $.01 per share in connection with the proposed exchange of certain of the Company's outstanding securities pursuant to an Exchange Agreement (the "Exchange Agreement") to be executed on or about the date hereof, by and among the Company, the Holders and the Junior Note Holders (as defined therein) and (ii) warrants to purchase an aggregate of 250,000 shares of Common Stock (such warrants referenced in clauses (i) and (ii) above being referred to collectively as the "New Warrants") to be issued to the Holders in connection with this Agreement (collectively, the "Issuance"); WHEREAS, the Holders are willing to waive the Antidilution Rights with respect to the Issuance, and, as consideration for such waiver the Company will issue New Warrants to the Holders; NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Waivers. a. Warrants. Pursuant to Section 6.3 of the Warrants, as a result of the Issuance the Holders would have been entitled to an antidilution adjustment (the "Warrant Antidilution Rights") to the Exercise Price (as defined in the Warrants) of the Warrants. In consideration of and effective upon issuance of the New Warrants pursuant to Section 2 hereof, the Holders hereby waive the Warrant Antidilution Rights with respect to the Issuance and the issuance and sale of shares of Common Stock pursuant to exercises of the New Warrants, it being understood that Section 6.3 of the Warrants shall otherwise remain in full force and effect with respect to any other issuances of securities by the Company in accordance with its terms. 1 b. Series D Preferred Stock. Pursuant to Section 6.1(b) of the Certificate of Designation of the Series D Stock (the "Certificate of Designation"), as a result of the Issuance the Holders would have been entitled to an antidilution adjustment (the "Series D Antidilution Rights" and collectively with the Warrant Antidilution Rights, the "Antidilution Rights") to the Conversion Price (as defined in the Certificate of Designation) of the Series D Stock. In consideration of and effective upon issuance of the New Warrants pursuant to Section 2 hereof, the Holders hereby waive the Series D Antidilution Rights with respect to the Issuance and the issuance and sale of shares of Common Stock pursuant to exercises of the New Warrants, it being understood that Section 6.1(b) of the Certificate of Designation shall otherwise remain in full force and effect with respect to any other issuances of securities by the Company in accordance with its terms. 2. Issuance of the New Warrants. Simultaneously with the consummation of the transactions contemplated by the Exchange Agreement, the Company will issue to the Holders New Warrants to purchase an aggregate of 250,000 shares of Common Stock at an exercise price of $.01 per share. The New Warrants will be (i) issued in the form attached hereto as Exhibit A, and (ii) allocated to the Holders in accordance with Exhibit B. 3. Representations and Warranties of the Company. The Company hereby represents and warrants to the Holders as follows: a. Representations and Warranties in the Exchange Agreement. Each of the representations and warranties made by the Company in the Exchange Agreement is true and correct on the date hereof, with the same effect as though the text of all such representations and warranties was fully included herein. b. Power and Capacity; Authorization. This Agreement and the New Warrants have been duly and validly executed and delivered by the Company, and this Agreement and the New Warrants constitute, legal, valid and binding obligations of the Company, enforceable against it in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or other laws relating to, or affecting generally the enforcement of creditors' rights and remedies or by other equitable principles of general application. c. No Violation. Neither the execution, delivery and performance by the Company of this Agreement and the New Warrants nor the fulfillment of and compliance with the respective terms hereof and thereof by the Company, will: i. conflict with or result in a breach of the terms, conditions or provisions of; ii. constitute a default or event of default under (with due notice, lapse of time or both); iii. give any third party the right to accelerate any obligation under; or 2 iv. result in a violation of; or require any authorization, consent, approval, exemption or other action by, notice to, or filing with any authority pursuant to, the charter or bylaws of the Company or any applicable regulation, order or any contract to which the Company or its properties or any Company capital stock or securities, are subject. d. Valid Issuance of New Warrants. The New Warrants, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid, and nonassessable, will be free of restrictions on transfer other than restrictions on transfer under applicable state and federal securities laws and are not subject to preemptive rights created by statute, the Company's Articles of Incorporation or bylaws or any agreement to which the Company is a party or by which it is bound. The Common Stock issuable upon exercise of the Warrants has been duly and validly reserved for issuance and, upon issuance, will be duly and validly issued, fully paid, and nonassessable and will be free of restrictions on transfer other than restrictions on transfer under applicable state and federal securities laws and are not subject to preemptive rights created by statute, the Company's Articles of Incorporation or bylaws or any agreement to which the Company is a party or by which it is bound. 4. Representations and Warranties of the Holders. Each of the Holders hereby represents and warrants to the Company that each of the representations and warranties made by the Holders in the Exchange Agreement is true and correct on the date hereof, with the same effect as though the text of all such representations and warranties was fully included herein. 5. No other Amendments. Except as specifically amended hereby, the Warrants and the Certificate of Designation are and remain unmodified and in full force and effect. 6. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York without regard to such state's principles of conflict of laws. 7. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 3 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. SYSTEMONE TECHNOLOGIES INC. By: /s/ Paul I. Mansur -------------------------------- Name: Paul I. Mansur Title: Chief Executive Officer ENVIRONMENTAL OPPORTUNITIES FUND II, L.P. ENVIRONMENTAL OPPORTUNITIES FUND II (INSTITUTIONAL), L.P. By: Fund II Mgt. Co., LLC General Partner By: /s/ Kenneth C. Leung -------------------------------- Name: Kenneth C. Leung Title: Chief Investment Officer HANSEATIC AMERICAS LDC By: Hanseatic Corporation By: /s/ Paul A. Biddelman -------------------------------- Name: Paul A. Biddelman Title: President 4 EXHIBIT A THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF, UNLESS REGISTERED PURSUANT TO THE PROVISIONS OF THE SECURITIES ACT OR AN OPINION OF COUNSEL IS OBTAINED STATING THAT SUCH DISPOSITION IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION. As of December 9, 2002 SYSTEMONE TECHNOLOGIES INC. (Incorporated under the laws of the State of Florida) Warrant for the Purchase of Shares of Common Stock No. WRT-<< Warrant No. >> FOR VALUE RECEIVED, SYSTEMONE TECHNOLOGIES INC., a Florida corporation (the "Company"), hereby certifies that << Holder >> or assigns (the "Holder") is entitled, subject to the provisions of this Warrant, to purchase from the Company, up to << Warrants >> fully paid and non-assessable shares of Common Stock at a price of $.01 per share (the "Exercise Price"). The term "Common Stock" means the Common Stock, par value $.001 per share, of the Company as constituted on the date of issuance of this Warrant. The number of shares of Common Stock to be received upon the exercise of this Warrant may be adjusted from time to time as hereinafter set forth. The shares of Common Stock deliverable upon such exercise, and as adjusted from time to time, are hereinafter referred to as "Warrant Stock". The term "Other Securities" means any other equity or debt securities that may be issued by the Company in addition thereto or in substitution for the Warrant Stock in accordance with the terms hereof. The term "Company" means and includes the corporation named above as well as (i) any immediate or more remote successor corporation resulting from the merger or consolidation of such corporation (or any immediate or more remote successor corporation of such corporation) with another corporation, or (ii) any corporation to which such corporation (or any immediate or more remote successor corporation of such corporation) has transferred its property or assets as an entirety or substantially as an entirety. Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and (in the case of loss, theft or destruction) of reasonably satisfactory indemnification, and upon surrender and cancellation of this Warrant, if mutilated, the Company shall execute and deliver a new Warrant of like tenor and date. Any such new Warrant executed and delivered shall constitute an additional contractual obligation on the part of the Company, whether or not this Warrant so lost, stolen, destroyed or mutilated shall be at any time enforceable by anyone. 5 The Holder agrees with the Company that this Warrant is issued, and all the rights hereunder shall be held subject to, all of the conditions, limitations and provisions set forth herein. 1. Exercise of Warrant. 1.1 Cash Exercise. This Warrant may be exercised, in whole or in part, at any time, or from time to time, during the period commencing on the date hereof and expiring 5:00 p.m. Eastern Standard Time on December 31, 2005 (the "Expiration Date"), by presentation and surrender of this Warrant to the Company at this principal office, or at the office of its stock transfer agent, if any, with the Warrant Exercise Form attached hereto duly executed and accompanied by payment (either in cash or by certified or official bank check, payable to the order of the Company) of the Exercise Price for the number of shares specified in such form and instruments of transfer, if appropriate, duly executed by the Holder or his or her duly authorized attorney. If this Warrant should be exercised in part only, the Company shall, upon surrender of this Warrant for cancellation, execute and deliver a new Warrant evidencing the rights of the Holder thereof to purchase the balance of the shares purchasable hereunder. Upon receipt by the Company of this Warrant, together with the Exercise Price, at its office, or by the stock transfer agent of the Company at its office, in proper form for exercise, the Holder shall be deemed to be the holder of record of the shares of Common Stock issuable upon such exercise, notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing such shares of Common Stock shall not then be actually delivered to the Holder. The Company shall pay any and all documentary stamp or similar issue or transfer taxes payable in respect of the issue or delivery of shares of Common Stock on exercise of this Warrant. 1.2 Cashless Exercise. This Warrant may be exchanged, in whole or in part (subject to the limitations on exercise hereinabove set forth in Section 1.1) (a "Warrant Exchange"), at any time, or from time to time, during the period commencing on the date hereof and ending on the Expiration Date, into the number of shares of Common Stock determined in accordance with this Section 1.2, by presentation and surrender of this Warrant to the Company at its principal office, or at the office of its stock transfer agent, if any, accompanied by a notice (a "Notice of Exchange") stating that this Warrant is being exchanged and the number of shares of Common Stock to be exchanged. In connection with any Warrant Exchange, this Warrant shall represent the right to subscribe for and acquire the number of shares of Common Stock (rounded to the nearest whole number) equal to (1) the number of shares specified by the Holder in its Notice of Exchange (the "Total Number") less the number of shares equal to the quotient obtained by dividing (A) the product of the Total Number and then applicable Exercise Price by (B) the then fair market value (determined in accordance with Section 3 below) per share of Common Stock. If this Warrant should be exchanged in part only, the Company shall, upon surrender of this Warrant for cancellation execute and deliver a new Warrant evidencing the rights of the holder thereof to purchase the balance of the shares purchasable hereunder. Upon receipt by the Company of this Warrant, together with a duly executed Notice of Exchange, at its office, or by the stock transfer agent of the Company at is office, the Holder shall be deemed to be the holder of record of the shares of Common Stock issuable upon such exchange, notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing such shares of Common Stock shall not then be actually delivered to the Holder. The Company shall pay any and all documentary stamp or similar issue or transfer taxes payable in respect of the issue or delivery of shares of Common Stock on exchange of this Warrant. 6 2. Reservation of Shares. The Company will at all times reserve for issuance and delivery upon exercise of this Warrant all shares of Common Stock or other shares of capital stock of the Company (and Other Securities) from time to time receivable upon exercise of this Warrant. All such shares (and Other Securities) shall be duly authorized and, when issued upon such exercise, shall be validly issued, fully paid and non-assessable and free of all preemptive rights. 3. Fractional Shares. No fractional shares or scrip representing factional shares shall be issued upon the exercise of this Warrant, but the Company shall pay the Holder an amount equal to the fair market value of such fractional share of Common Stock in lieu of each fraction of a share otherwise called for upon any exercise of this Warrant. For purposes of this Warrant, the fair market value of a share of Common Stock shall be determined as follows: (a) If the Common Stock is listed on a National Securities Exchange or admitted to unlisted trading privileges on such exchange or listed for trading on the NASDAQ system or the NASDAQ Over-the-Counter Bulletin Board, the current market value shall be the last reported sale price of the Common Stock on such exchange or system on the last business day prior to the date of exercise of this Warrant or if no such sale is made on such day, the average of the closing bid and asked prices for such day on such exchange or system; or (b) If the Common Stock is not so listed or admitted to unlisted trading privileges, the current market value shall be the mean of the last reported bid and asked prices reported by the National Quotation Bureau, Inc. on the last business day prior to the date of the exercise of this Warrant; or (c) If the Common Stock is not so listed or admitted to unlisted trading privileges and bid and asked prices are not so reported, the current market value shall be an amount, not less than book value thereof as of the end of the most recent fiscal year of the Company ending prior to the date of the exercise of the Warrant, determined by the Board of Directors of the Company in good faith. 4. Exchange, Transfer, Assignment or Loss of Warrant. This Warrant is exchangeable, without expense, at the option of the Holder, upon presentation and surrender hereof to the Company or at the office of its stock transfer agent, if any, for other Warrants of different denominations, entitling the Holders thereof to purchase in the aggregate the same number of shares of Common Stock purchasable hereunder. Upon surrender of this Warrant to the Company or at the office of its stock transfer agent, if any, with the Assignment Form annexed hereto duly executed and funds sufficient to pay any transfer tax, subject to the provisions of Section 7 hereof, the Company shall, without charge, execute and deliver a new Warrant in the name of the assignee named in such instrument of assignment and this Warrant shall promptly be canceled. This Warrant may be divided or combined with other Warrants that carry the same rights upon presentation hereof at the office of the Company or at the office of its stock transfer agent, if any, together with a written notice specifying the names and denominations in which new Warrants are to be issued and signed by the Holder hereof. 7 5. Right of the Holder. The Holder shall not, by virtue hereof, be entitled to any rights of a shareholder in the Company, either at law or in equity, and the rights of the Holder are limited to those expressed in this Warrant. 6. Anti-Dilution Provisions. 6.1 Adjustment for Recapitalization. If the Company shall at any time subdivide its outstanding shares of Common Stock (or Other Securities at the time receivable upon the exercise of the Warrant) by recapitalization, reclassification or split-up thereof, or if the Company shall declare a stock dividend or distribute shares of Common Stock to its shareholders, the number of shares of Common Stock subject to this Warrant immediately prior to such subdivision shall be proportionately increased and the Exercise Price shall be proportionately decreased, and if the Company shall at any time combine the outstanding shares of Common Stock by recapitalization, reclassification or combination thereof, the number of shares of Common Stock or Other Securities subject to this Warrant immediately prior to such combination shall be proportionately decreased and the Exercise Price shall be proportionately increased. Any such adjustments pursuant to this Section 6.1 shall be effective at the close of business on the effective date of such subdivision or combination or if any adjustment is the result of a stock dividend or distribution then the effective date for such adjustment based thereon shall be the record date therefore. 6.2 Adjustment for Reorganization, Consolidation, Merger, Etc. In case of any reorganization of the Company (or any other entity, the securities of which are at the time receivable on the exercise of this Warrant) or in case after such date the Company (or any such other entity) shall consolidate with or merge into another entity or convey all or substantially all of its assets to another entity, then, and in each case, the Holder of this Warrant upon the exercise thereof as provided in Section 1 at any time after the consummation of such reorganization, consolidation, merger or conveyance, shall be entitled to receive, in lieu of the securities and property receivable upon the exercise of this Warrant prior to such consummation, the securities or property to which such Holder would have been entitled upon such consummation if such Holder had exercised this Warrant immediately prior thereto; in each such case, the terms of this Warrant shall be applicable to the securities or property receivable upon the exercise of this Warrant after such consummation. 6.3 No Dilution. (a) From the date of issuance of this Warrant until the date on which the Company first consummates a sale of shares of its equity securities (within the meaning of 8 Section 3(a)(11) of the Securities Exchange Act of 1934, as amended) or debt securities convertible into equity securities for gross cash proceeds to the Company of more than $2.0 million (such period through such later date, hereinafter referred to as the "Reset Period") other than Excluded Shares (as hereinafter defined), if the Company shall issue or enter into any agreement to issue any shares of Common Stock other than Excluded Shares for consideration per share (the "Issuance Price") less than the Exercise Price per share in effect immediately prior to such issuance shall be reduced (but shall not be increased) to the Issuance Price. For purposes hereof, the term "Excluded Shares" shall mean (1) any shares of Common Stock issued in a transaction described in Sections 6.1 and 6.2 of this Warrant; (2) issuances of shares of Common Stock from time to time pursuant to employment agreements, stock option or bonus plans authorized by the Board of Directors of the Corporation as of the date hereof and from time to time thereafter, (3) issuances of Common Stock, or options to acquire shares of Common Stock, or securities convertible into or exchangeable for Common Stock pursuant to the terms of any acquisition by the Company of all or substantially all of the operating assets, or more than fifty percent (50%) of the voting capital stock or other controlling interest of any business entity in a transaction negotiated on an arms-length basis and expressly approved in advance by the Board of Directors of the Company; (4) issuances of shares of Common Stock from time to time upon the exercise, exchange or conversion of warrants, options, convertible securities, the Company's outstanding 8.25% Subordinated Convertible Notes Due December 31, 2005, the Company's outstanding Secured Notes Due December 31, 2005 or other securities outstanding as of the date hereof and pursuant to the written terms of such securities as they exist as of the date hereof, and (5) issuances of shares of Common Stock from time to time pursuant to the anti-dilution provisions of other securities of the Company. For purposes hereof, "voting capital stock" shall be deemed to be capital stock of any class or classes, however designated having ordinary voting power for the election of members of the board of directors or other governing body and "controlling" shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a party, whether through the ownership of voting capital stock, by contract or otherwise. (b) If, at any time after the date of issuance of this Warrant, the Company shall issue or enter into any agreement to issue any shares of Common Stock other than Excluded Shares for consideration per share lower than the market price (as defined below) per share, but (solely during the Reset Period) greater than the Exercise Price per share, in effect immediately prior to such issuance, the Exercise Price in effect immediately prior to such issuance shall be reduced (but shall not be increased) to the price (calculated to the nearest cent) determine by multiplying the Exercise Price in effect immediately prior to such issuance by the factor determined by dividing (1) an amount equal to the sum of (A) the number of shares of Common Stock outstanding on a fully diluted basis immediately prior to such issuance multiplied by the market price per share in effect immediately prior to such issuance and (B) the consideration, if any, received by the Company upon such issuance by (2) the number of shares of Common Stock outstanding on a fully diluted basis immediately after such issuance multiplied by the market price per share in effect immediately prior to such issuance; provided, however, no adjustment shall be made to the Exercise Price if (1) such issuance is in connection with a firm commitment underwritten public offering or (2) the consideration per share is equal to or greater than 85% of the market price per share in effect immediately prior to such issuance. For purposes hereof, the "market price" as of any measurement date shall be the average of the closing prices of the Common Stock for each of the 10 consecutive trading days immediately preceding such measurement date for which trades of the Common Stock have been reported. 9 (c) The Company will not, by amendment of its Articles of Incorporation or through reorganization, consolidation, merger, dissolution, issue or sale of securities, sale of assets or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Holder of this Warrant against dilution or other impairment. (d) For further clarity, any change to the exercise price or other terms of the 8.25% Subordinated Convertible Notes Due December 31, 2005 shall not count to determining the Reset Period, but shall be taken into account in determining whether any adjustment to the Exercise Price is due under this Section 6.3. (e) The Exercise Price shall be subject to adjustment from time to time as previously provided in this Section 6.3. Upon each adjustment of the Exercise Price, the holder of the Warrant evidenced hereby shall thereafter be entitled to purchase, at the Exercise Price resulting from such adjustment, the number of shares of Common Stock (calculated to the nearest whole share pursuant to Section 3) obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of shares purchasable pursuant hereto immediately prior to such adjustment and dividing the product by the Exercise Price resulting from such adjustment. 6.4 Certificate as to Adjustment. In each case of an adjustment in the number of shares of Warrant Stock or Other Securities receivable on the exercise of this Warrant, or the Exercise Price, the Company at its expense will promptly compute such adjustment in accordance with the terms of this Warrant and prepare a certificate executed by an executive officer of the Company setting forth such adjustment and showing in detail the facts upon which such adjustment is based. The Company will forthwith mail a copy of each such certificate of the Holder. 6.5 Notices of Record Date, Etc. In case: (a) the Company shall take a record of the holders of its Common Stock (or Other Securities at the time receivable upon the exercise of the Warrant) for the purpose of entitling them to receive any dividend (other than a cash dividend at the same rate as the rate of the last cash dividend theretofore paid) or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities, or to receive any other right; or (b) of any capital reorganization of the Company, any reclassification of the capital, stock of the Company, any consolidation or merger of the Company with or into another entity, or any conveyance of all or substantially all of the assets of the Company to another entity; or 10 (c) of any voluntary or involuntary dissolution, liquidation, partial liquidation or winding up of the Company; or (d) any event resulting in the expiration of the Reset Period, then, and in each such case, the Company shall mail or cause to be mailed to each Holder of the Warrant at the time outstanding a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right and stating the amount and character of such dividend, distribution or right, or (ii) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding up is to take place, and the time, if any, to be fixed, as to which the holders of record of Common Stock (or such other securities at the time receivable upon the exercise of the Warrant) shall be entitled to exchange their shares of Common Stock (or such other securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding up. Such notice shall be mailed at least 20 days prior to the date therein specified. 7. Transfer to Comply with the Securities Act. Notwithstanding any other provision contained herein, this Warrant and any Warrant Stock or Other Securities may not be sold, transferred, pledged, hypothecated or otherwise disposed of except as follows: (a) to a person who, in the opinion of counsel reasonably acceptable to the Company, is a person to whom this Warrant or the Warrant Stock or Other Securities may legally be transferred without registration and without the delivery of a current prospectus under the Securities Act of 1933 (the "Securities Act") with respect thereto; or (b) to nay person upon delivery of a prospectus then meeting the requirements of the Securities Act relating to such securities and the offering thereof for such sale or disposition, and thereafter to all successive assignees. 8. Legend. Unless the shares of Warrant Stock or Other Securities have been registered under the Securities Act, upon exercise of any of the Warrants and the issuance of any of the shares of Warrant Stock or Other Securities, all certificates representing such securities shall bear on the face thereof substantially the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, and may not be sold, offered for sale, assigned, transferred or otherwise disposed of, unless registered pursuant to the provisions of that Act or unless an opinion of counsel is obtained stating that such disposition is in compliance with an available exemption from such registration. 9. Notices. All notices required hereunder shall be in writing and shall be deemed given when telegraphed, delivered personally or within two days after mailing when mailed by certified or registered mail, return receipt requested, to the Company at its principal office, or to the Holder at the address set forth on the record books of the Company, or at such other address of which the Company or the Holder has been advised by notice hereunder. 11 10. Applicable Law. The Warrant is issued under and shall for all purposes be governed by and construed in accordance with the laws of the State of Florida, without giving effect to the choice of law rules hereof. IN WITNESS HEREOF, the Company has caused this Warrant to be signed on its behalf, in its corporate name, by its duly authorized officer, all as of the day and year first above written. SYSTEMONE TECHNOLOGIES INC. By: s/ Paul I. Mansur --------------------------------- Name: Paul I. Mansur Title: Chief Executive Officer 12 WARRANT EXERCISE FROM The undersigned hereby irrevocably elects to exercise the within Warrant to the extent of purchasing __________ shares of Common Stock of SystemOne Technologies, Inc., a Florida corporation, and hereby makes payment of $____________ in payment therfor. _______________________________ Signature _______________________________ Signature, if jointly held _______________________________ Date INSTRUCTIONS FOR ISSUANCE OF STOCK (if other than to the registered holder of the within Warrant) Name____________________________________________________________________________ (Please typewrite or print in block letter) Address ________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ Social Security or Taxpayer Identification Number__________________________________________________ 13 ASSIGNMENT FORM FOR VALUE RECEIVED,_____________________________________________________________ hereby sells, assigns and transfers unto Name____________________________________________________________________________ (Please typewrite or print in block letters) the right to purchase Common Stock of SystemOne Technologies Inc., a Florida corporation, represented by this Warrant to the extent of shares as to which such right is exercisable and does hereby irrevocably constitute and appoint__________________________________, Attorney, to transfer the same on the books of the Company with full power of substitution in the premises. DATED:___________________, 200_ ____________________________ Signature ____________________________ Signature, if jointly held 14 Exhibit B Allocation - -------------------------------------------------------------------------------- Holder New Warrants - ------ ------------ - -------------------------------------------------------------------------------- Environmental Opportunities Fund 26,750 II, L.P. - -------------------------------------------------------------------------------- Environmental Opportunities Fund II 98,250 (Institutional), L.P. - -------------------------------------------------------------------------------- Hanseatic Americas LDC 125,000 - -------------------------------------------------------------------------------- 15 EX-99.(E) 8 e300147_ex99-e.txt WARRANT CERTIFICATE DATED AS OF DECEMBER 9, 2002 EXHIBIT E THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF, UNLESS REGISTERED PURSUANT TO THE PROVISIONS OF THE SECURITIES ACT OR AN OPINION OF COUNSEL IS OBTAINED STATING THAT SUCH DISPOSITION IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION. As of December 9, 2002 SYSTEMONE TECHNOLOGIES INC. (Incorporated under the laws of the State of Florida) Warrant for the Purchase of Shares of Common Stock No. WRT-32 FOR VALUE RECEIVED, SYSTEMONE TECHNOLOGIES INC., a Florida corporation (the "Company"), hereby certifies that Hanseatic Americas LDC or assigns (the "Holder") is entitled, subject to the provisions of this Warrant, to purchase from the Company, up to 125,000 fully paid and non-assessable shares of Common Stock at a price of $.01 per share (the "Exercise Price"). The term "Common Stock" means the Common Stock, par value $.001 per share, of the Company as constituted on the date of issuance of this Warrant. The number of shares of Common Stock to be received upon the exercise of this Warrant may be adjusted from time to time as hereinafter set forth. The shares of Common Stock deliverable upon such exercise, and as adjusted from time to time, are hereinafter referred to as "Warrant Stock." The term "Other Securities" means any other equity or debt securities that may be issued by the Company in addition thereto or in substitution for the Warrant Stock in accordance with the terms hereof. The term "Company" means and includes the corporation named above as well as (i) any immediate or more remote successor corporation resulting from the merger or consolidation of such corporation (or any immediate or more remote successor corporation of such corporation) with another corporation, or (ii) any corporation to which such corporation (or any immediate or more remote successor corporation of such corporation) has transferred its property or assets as an entirety or substantially as an entirety. Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and (in the case of loss, theft or destruction) of reasonably satisfactory indemnification, and upon surrender and cancellation of this Warrant, if mutilated, the Company shall execute and deliver a new Warrant of like tenor and date. Any such new Warrant executed and delivered shall constitute an additional contractual obligation on the part of the Company, whether or not this Warrant so lost, stolen, destroyed or mutilated shall be at any time enforceable by anyone. The Holder agrees with the Company that this Warrant is issued, and all the rights hereunder shall be held subject to, all of the conditions, limitations and provisions set forth herein. 1. Exercise of Warrant. 1.1 Cash Exercise. This Warrant may be exercised, in whole or in part, at any time, or from time to time, during the period commencing on the date hereof and expiring 5:00 p.m. Eastern Standard Time on December 31, 2005 (the "Expiration Date"), by presentation and surrender of this Warrant to the Company at its principal office, or at the office of its stock transfer agent, if any, with the Warrant Exercise Form attached hereto duly executed and accompanied by payment (either in cash or by certified or official bank check, payable to the order of the Company) of the Exercise Price for the number of shares specified in such form and instruments of transfer, if appropriate, duly executed by the Holder or his or her duly authorized attorney. If this Warrant should be exercised in part only, the Company shall, upon surrender of this Warrant for cancellation, execute and deliver a new Warrant evidencing the rights of the Holder thereof to purchase the balance of the shares purchasable hereunder. Upon receipt by the Company of this Warrant, together with the Exercise Price, at its office, or by the stock transfer agent of the Company at its office, in proper form for exercise, the Holder shall be deemed to be the holder of record of the shares of Common Stock issuable upon such exercise, notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing such shares of Common Stock shall not then be actually delivered to the Holder. The Company shall pay any and all documentary stamp or similar issue or transfer taxes payable in respect of the issue or delivery of shares of Common Stock on exercise of this Warrant. 1.2 Cashless Exercise. This Warrant may be exchanged, in whole or in part (subject to the limitations on exercise hereinabove set forth in Section 1.1) (a "Warrant Exchange"), at any time, or from time to time, during the period commencing on the date hereof and ending on the Expiration Date, into the number of shares of Common Stock determined in accordance with this Section 1.2, by presentation and surrender of this Warrant to the Company at its principal office, or at the office of its stock transfer agent, if any, accompanied by a notice (a "Notice of Exchange") stating that this Warrant is being exchanged and the number of shares of Common Stock to be exchanged. In connection with any Warrant Exchange, this Warrant shall represent the right to subscribe for and acquire the number of shares of Common Stock (rounded to the nearest whole number) equal to (i) the number of shares specified by the Holder in its Notice of Exchange (the "Total Number") less the number of shares equal to the quotient obtained by dividing (A) the product of the Total Number and the then applicable Exercise Price by (B) the then fair market value (determined in accordance with Section 3 below) per share of Common Stock. If this Warrant should be exchanged in part only, the Company shall, upon surrender of this Warrant for cancellation, execute and deliver a new Warrant evidencing the rights of the Holder thereof to purchase the balance of the shares purchasable hereunder. Upon receipt by the Company of this Warrant, together with a duly executed Notice of Exchange, at its office, or by the stock transfer agent of the Company at its office, the Holder shall be deemed to be the holder of record of the shares of Common Stock issuable upon such exchange, notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing such shares of Common Stock shall not then be actually delivered to the Holder. The Company shall pay any and all documentary stamp or similar issue or transfer taxes payable in respect of the issue or delivery of shares of Common Stock on exchange of this Warrant. 2 2. Reservation of Shares. The Company will at all times reserve for issuance and delivery upon exercise of this Warrant all shares of Common Stock or other shares of capital stock of the Company (and Other Securities) from time to time receivable upon exercise of this Warrant. All such shares (and Other Securities) shall be duly authorized and, when issued upon such exercise, shall be validly issued, fully paid and non-assessable and free of all preemptive rights. 3. Fractional Shares. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant, but the Company shall pay the Holder an amount equal to the fair market value of such fractional share of Common Stock in lieu of each fraction of a share otherwise called for upon any exercise of this Warrant. For purposes of this Warrant, the fair market value of a share of Common Stock shall be determined as follows: (a) If the Common Stock is listed on a National Securities Exchange or admitted to unlisted trading privileges on such exchange or listed for trading on the NASDAQ system or the NASDAQ Over-the-Counter Bulletin Board, the current market value shall be the last reported sale price of the Common Stock on such exchange or system on the last business day prior to the date of exercise of this Warrant or if no such sale is made on such day, the average of the closing bid and asked prices for such day on such exchange or system; or (b) If the Common Stock is not so listed or admitted to unlisted trading privileges, the current market value shall be the mean of the last reported bid and asked prices reported by the National Quotation Bureau, Inc. on the last business day prior to the date of the exercise of this Warrant; or (c) If the Common Stock is not so listed or admitted to unlisted trading privileges and bid and asked prices are not so reported, the current market value shall be an amount, not less than book value thereof as of the end of the most recent fiscal year of the Company ending prior to the date of the exercise of the Warrant, determined by the Board of Directors of the Company in good faith. 4. Exchange, Transfer, Assignment or Loss of Warrant. This Warrant is exchangeable, without expense, at the option of the Holder, upon presentation and surrender hereof to the Company or at the office of its stock transfer agent, if any, for other Warrants of different denominations, entitling the Holder or Holders thereof to purchase in the aggregate the same number of shares of Common Stock purchasable hereunder. Upon surrender of this Warrant to the Company or at the office of its stock transfer agent, if any, with the Assignment Form annexed hereto duly executed and funds sufficient to pay any transfer tax, subject to the provisions of Section 7 hereof, the Company shall, without charge, execute and deliver a new Warrant in the name of the assignee named in such instrument of assignment and this Warrant shall promptly be canceled. This Warrant may be divided or combined with other Warrants that carry the same rights upon presentation hereof at the office of the Company or at the office of its stock transfer agent, if any, together with a written notice specifying the names and denominations in which new Warrants are to be issued and signed by the Holder hereof. 3 5. Rights of the Holder. The Holder shall not, by virtue hereof, be entitled to any rights of a shareholder in the Company, either at law or in equity, and the rights of the Holder are limited to those expressed in this Warrant. 6. Anti-Dilution Provisions. 6.1 Adjustment for Recapitalization. If the Company shall at any time subdivide its outstanding shares of Common Stock (or Other Securities at the time receivable upon the exercise of the Warrant) by recapitalization, reclassification or split-up thereof, or if the Company shall declare a stock dividend or distribute shares of Common Stock to its shareholders, the number of shares of Common Stock subject to this Warrant immediately prior to such subdivision shall be proportionately increased and the Exercise Price shall be proportionately decreased, and if the Company shall at any time combine the outstanding shares of Common Stock by recapitalization, reclassification or combination thereof, the number of shares of Common Stock or Other Securities subject to this Warrant immediately prior to such combination shall be proportionately decreased and the Exercise Price shall be proportionately increased. Any such adjustments pursuant to this Section 6.1 shall be effective at the close of business on the effective date of such subdivision or combination or if any adjustment is the result of a stock dividend or distribution then the effective date for such adjustment based thereon shall be the record date therefor. 6.2 Adjustment for Reorganization, Consolidation, Merger, Etc. In case of any reorganization of the Company (or any other entity, the securities of which are at the time receivable on the exercise of this Warrant) or in case after such date the Company (or any such other entity) shall consolidate with or merge into another entity or convey all or substantially all of its assets to another entity, then, and in each such case, the Holder of this Warrant upon the exercise thereof as provided in Section 1 at any time after the consummation of such reorganization, consolidation, merger or conveyance, shall be entitled to receive, in lieu of the securities and property receivable upon the exercise of this Warrant prior to such consummation, the securities or property to which such Holder would have been entitled upon such consummation if such Holder had exercised this Warrant immediately prior thereto; in each such case, the terms of this Warrant shall be applicable to the securities or property receivable upon the exercise of this Warrant after such consummation. 6.3 No Dilution. (a) From the date of issuance of this Warrant until the date on which the Company first consummates a sale of shares of its equity securities (within the meaning of Section 3(a)(11) of the Securities Exchange Act of 1934, as amended) or debt securities convertible into equity securities for gross cash proceeds to the Company of more than $2.0 million (such period through such later date, hereinafter referred to as the "Reset Period") other than Excluded Shares (as hereinafter defined), if the Company shall issue or enter into any 4 agreement to issue any shares of Common Stock other than Excluded Shares for consideration per share (the "Issuance Price") less than the Exercise Price per share in effect immediately prior to such issuance, the Exercise Price in effect immediately prior to such issuance shall be reduced (but shall not be increased) to the Issuance Price. For purposes hereof, the term "Excluded Shares" shall mean (1) any shares of Common Stock issued in a transaction described in Sections 6.1 and 6.2 of this Warrant; (2) issuances of shares of Common Stock from time to time pursuant to employment agreements, stock option or bonus plans authorized by the Board of Directors of the Corporation as of the date hereof and from time to time thereafter, (3) issuances of Common Stock, or options to acquire shares of Common Stock, or securities convertible into or exchangeable for Common Stock pursuant to the terms of any acquisition by the Company of all or substantially all of the operating assets, or more than fifty percent (50%) of the voting capital stock or other controlling interest of any business entity in a transaction negotiated on an arms-length basis and expressly approved in advance by the Board of Directors of the Company; (4) issuances of shares of Common Stock from time to time upon the exercise, exchange or conversion of warrants, options, convertible securities, the Company's outstanding 8.25% Subordinated Convertible Notes Due December 31, 2005, the Company's outstanding Secured Notes Due December 31, 2005 or other securities outstanding as of the date hereof and pursuant to the written terms of such securities as they exist as of the date hereof, and (5) issuances of shares of Common Stock from time to time pursuant to the anti-dilution provisions of other securities of the Company. For purposes hereof, "voting capital stock" shall be deemed to be capital stock of any class or classes, however designated having ordinary voting power for the election of members of the board of directors or other governing body and "controlling" shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a party, whether through the ownership of voting capital stock, by contract or otherwise. (b) If, at any time after the date of issuance of this Warrant, the Company shall issue or enter into any agreement to issue any shares of Common Stock other than Excluded Shares for consideration per share lower than the market price (as defined below) per share, but (solely during the Reset Period) greater than the Exercise Price per share, in effect immediately prior to such issuance, the Exercise Price in effect immediately prior to such issuance shall be reduced (but shall not be increased) to the price (calculated to the nearest cent) determined by multiplying the Exercise Price in effect immediately prior to such issuance by the factor determined by dividing (1) an amount equal to the sum of (A) the number of shares of Common Stock outstanding on a fully diluted basis immediately prior to such issuance multiplied by the market price per share in effect immediately prior to such issuance and (B) the consideration, if any, received by the Company upon such issuance by (2) the number of shares of Common Stock outstanding on a fully diluted basis immediately after such issuance multiplied by the market price per share in effect immediately prior to such issuance; provided, however, no adjustment shall be made to the Exercise Price if (1) such issuance is in connection with a firm commitment underwritten public offering or (2) the consideration per share is equal to or greater than 85% of the market price per share in effect immediately prior to such issuance. For purposes hereof, the "market price" as of any measurement date shall be the average of the closing prices of the Common Stock for each of the 10 consecutive trading days immediately preceding such measurement date for which trades of the Common Stock have been reported. 5 (c) The Company will not, by amendment of its Articles of Incorporation or through reorganization, consolidation, merger, dissolution, issue or sale of securities, sale of assets or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Holder of this Warrant against dilution or other impairment. (d) For further clarity, any change to the exercise price or other terms of the 8.25% Subordinated Convertible Notes Due December 31, 2005 shall not count to determining the Reset Period, but shall be taken into account in determining whether any adjustment to the Exercise Price is due under this Section 6.3. (e) The Exercise Price shall be subject to adjustment from time to time as previously provided in this section 6.3. Upon each adjustment of the Exercise Price, the holder of the Warrant evidenced hereby shall thereafter be entitled to purchase, at the Exercise Price resulting from such adjustment, the number of shares of Common Stock (calculated to the nearest whole share pursuant to Section 3) obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of shares purchasable pursuant hereto immediately prior to such adjustment and dividing the product by the Exercise Price resulting from such adjustment. 6.4 Certificate as to Adjustments. In each case of an adjustment in the number of shares of Warrant Stock or Other Securities receivable on the exercise of this Warrant, or the Exercise Price, the Company at its expense will promptly compute such adjustment in accordance with the terms of this Warrant and prepare a certificate executed by an executive officer of the Company setting forth such adjustment and showing in detail the facts upon which such adjustment is based. The Company will forthwith mail a copy of each such certificate to the Holder. 6.5 Notices of Record Date, Etc. In case: (a) the Company shall take a record of the holders of its Common Stock (or Other Securities at the time receivable upon the exercise of the Warrant) for the purpose of entitling them to receive any dividend (other than a cash dividend at the same rate as the rate of the last cash dividend theretofore paid) or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities, or to receive any other right; or (b) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another entity, or any conveyance of all or substantially all of the assets of the Company to another entity; or (c) of any voluntary or involuntary dissolution, liquidation, partial liquidation or winding up of the Company, or 6 (d) any event resulting in the expiration of the Reset Period, then, and in each such case, the Company shall mail or cause to be mailed to each Holder of the Warrant at the time outstanding a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding up is to take place, and the time, if any, to be fixed, as to which the holders of record of Common Stock (or such other securities at the time receivable upon the exercise of the Warrant) shall be entitled to exchange their shares of Common Stock (or such other securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding up. Such notice shall be mailed at least 20 days prior to the date therein specified. 7. Transfer to Comply with the Securities Act. Notwithstanding any other provision contained herein, this Warrant and any Warrant Stock or Other Securities may not be sold, transferred, pledged, hypothecated or otherwise disposed of except as follows: (a) to a person who, in the opinion of counsel reasonably acceptable to the Company, is a person to whom this Warrant or the Warrant Stock or Other Securities may legally be transferred without registration and without the delivery of a current prospectus under the Securities Act of 1933 (the "Securities Act") with respect thereto; or (b) to any person upon delivery of a prospectus then meeting the requirements of the Securities Act relating to such securities and the offering thereof for such sale or disposition, and thereafter to all successive assignees. 8. Legend. Unless the shares of Warrant Stock or Other Securities have been registered under the Securities Act, upon exercise of any of the Warrants and the issuance of any of the shares of Warrant Stock or Other Securities, all certificates representing such securities shall bear on the face thereof substantially the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, and may not be sold, offered for sale, assigned, transferred or otherwise disposed of, unless registered pursuant to the provisions of that Act or unless an opinion of counsel is obtained stating that such disposition is in compliance with an available exemption from such registration. 9. Notices. All notices required hereunder shall be in writing and shall be deemed given when telegraphed, delivered personally or within two days after mailing when mailed by certified or registered mail, return receipt requested, to the Company at its principal office, or to the Holder at the address set forth on the record books of the Company, or at such other address of which the Company or the Holder has been advised by notice hereunder. 10. Applicable Law. The Warrant is issued under and shall for all purposes be governed by and construed in accordance with the laws of the State of Florida, without giving effect to the choice of law rules thereof. 7 IN WITNESS HEREOF, the Company has caused this Warrant to be signed on its behalf, in its corporate name, by its duly authorized officer, all as of the day and year first above written. SYSTEMONE TECHNOLOGIES INC. By: /s/ Paul I. Mansur ------------------------------ Name: Paul I. Mansur Title: Chief Executive Officer 8 WARRANT EXERCISE FORM The undersigned hereby irrevocably elects to exercise the within Warrant to the extent of purchasing ____________ shares of Common Stock of SystemOne Technologies Inc., a Florida corporation, and hereby makes payment of $____________ in payment therefor. ____________________________________ Signature ____________________________________ Signature, if jointly held ____________________________________ Date INSTRUCTIONS FOR ISSUANCE OF STOCK (if other than to the registered holder of the within Warrant) Name____________________________________________________________________________ (Please typewrite or print in block letters) Address_________________________________________________________________________ ________________________________________________________________________________ Social Security or Taxpayer Identification Number__________________________________________________ 9 ASSIGNMENT FORM FOR VALUE RECEIVED,_____________________________________________________________ hereby sells, assigns and transfers unto Name____________________________________________________________________________ (Please typewrite or print in block letters) the right to purchase Common Stock of SystemOne Technologies Inc., a Florida corporation, represented by this Warrant to the extent of shares as to which such right is exercisable and does hereby irrevocably constitute and appoint ___________________________________________, Attorney, to transfer the same on the books of the Company with full power of substitution in the premises. DATED: ____________, 200_. ____________________________________ Signature ____________________________________ Signature, if jointly held 10 EX-99.(F) 9 e300147_ex99-f.txt SUPPLEMENTAL LETTER AGREEMENT EXHIBIT F [SystemOne Letterhead] December 9, 2002 To the Investors set forth on the signature page hereto: Re: Warrants (the "Waiver Warrants") to purchase an aggregate of 250,000 shares (the "Shares") of common stock, $.001 par value per share, of SystemOne Technologies Inc. (the "Company") at an exercise price of $.01 per share to be issued pursuant to that certain Waiver Agreement dated December 9, 2002 to the Holders named therein. Ladies and Gentlemen: The Company and the Investors (as defined in the Letter Agreement hereinafter referenced) previously entered into a Letter Agreement dated February 27, 2002 (the "Letter Agreement") regarding Registrable Securities of the Company (as that term is defined therein). The Company and the Investors hereby supplement the Letter Agreement such that the Shares issued or issuable upon exercise of the Waiver Warrants shall be deemed Registrable Securities under the Loan Agreement (as defined thereunder) for purposes of paragraphs (a) through (c) of the Letter Agreement. Except as supplemented hereby, the Letter Agreement shall remain unchanged and in full force and effect; it being acknowledged and agreed that for purposes of the foregoing Registrable Securities, Loan Agreement, the Effectiveness Period (as defined under the Loan Agreement) shall extend until the earliest to occur of (a) two years from the date of exercise of the last Waiver Warrant to be exercised prior to the expiration thereof, (b) the date on which the holders of the foregoing Registrable Securities have completed the sale or distribution described in the registration statement relating thereto, or (c) the date on which such Registrable Securities may be sold under Rule 144(k) in the reasonable opinion of counsel to the Company provided that the Company's transfer agent has accepted an instruction from the Company to such effect). 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/ Paul I. Mansur ------------------------------ Paul I. Mansur Chief Executive Officer Agreed to an accepted as of the date first above written: Investors: 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 General Partner By: /s/ Paul A. Biddelman --------------------- By: /s/ Kenneth C. Leung Paul A. Biddelman ----------------------------------- President Kenneth C. Leung Chief Investment Officer Environmental Opportunities Fund, L.P. Environmental Opportunities Fund (Cayman), L.P. By: Environmental Opportunities Management Co., LLC General Partner By: /s/ Bruce McMaken ----------------------------------- Bruce McCaken Manager EX-99.(G) 10 e300147_ex99-g.txt MANDATORY REDEMPTION RIGHTS AGREEMENT 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/ Paul I. Mansur ----------------------- Paul I. Mansur 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/ Paul A. Biddelman General Partner --------------------- Paul A. Biddelman By: /s/ Kenneth C. Leung President -------------------------------- Kenneth C. Leung Chief Investment Officer Environmental Opportunities Fund, L.P. By: Environmental Opportunities Management Co., LLC General Partner By: /s/ Bruce McMaken -------------------------------- Bruce McMaken Manager -----END PRIVACY-ENHANCED MESSAGE-----