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Exhibit 99.1
AMENDMENT NO. 1 AND WAIVER
This Amendment No. 1 and Waiver (this "Amendment"), dated as of
March 22,
2005, is entered into by and between GREENMAN TECHNOLOGIES,
INC., a Delaware
corporation (the "Company"), GREENMAN TECHNOLOGIES OF MINNESOTA,
INC., a
Minnesota corporation ("GreenMan Minnesota"), GREENMAN
TECHNOLOGIES OF GEORGIA,
INC., a Georgia corporation ("GreenMan Georgia"), GREENMAN
TECHNOLOGIES OF
TENNESSEE, INC., a Tennessee corporation ("GreenMan Tennessee"
and, together
with the Company, GreenMan Minnesota and GreenMan Georgia, the
"GreenMan
Companies" and each, a "GreenMan Company") and LAURUS MASTER
FUND, LTD., a
Cayman Islands company ("Laurus"), for the purpose of amending
the terms of (i)
the Secured Convertible Term Note, dated June 30, 2004 (as
amended, modified
and/or supplemented from time to time, the "Term Note") issued
by the Company to
Laurus pursuant to the Securities Purchase Agreement, dated as
of June 30, 2004,
by and between the Company and Laurus (as amended, modified
and/or supplemented
from time to time, the "Securities Purchase Agreement"), (ii)
the Secured
Convertible Minimum Borrowing Note, dated June 30, 2004 (as
amended, modified
and/or supplemented from time to time, the "Minimum Borrowing
Note") issued by
the Company to Laurus pursuant to the Security Agreement, dated
as of June 30,
2004, by and between the Company, GreenMan Minnesota, GreenMan
Georgia, GreenMan
Tennessee and Laurus (as amended, modified and/or supplemented
from time to
time, the "Security Agreement"), (iii) the Secured Revolving
Note, dated June
30, 2004 (as amended, modified and/or supplemented from time to
time, the
"Revolving Note") issued by the Company to Laurus pursuant to
the Security
Agreement, (iv) the Term Note Registration Rights Agreement,
dated as of June
30, 2004 between the Company and Laurus (as amended, modified
and/or
supplemented from time to time, the "Term Note Registration
Rights Agreement")
and (v) the Minimum Borrowing Note Registration Rights
Agreement, dated as of
June 30, 2004 between the Company and Laurus (as amended,
modified and/or
supplemented from time to time, the "Minimum Borrowing Note
Registration Rights
Agreement" and, together with the Term Note Registration Rights
Agreement, the
"Registration Rights Agreements" and, each a "Registration
Rights Agreement"
and, together with the Securities Purchase Agreement, the Term
Note, the
Security Agreement and the Minimum Borrowing Note, the "Loan
Documents").
Capitalized terms used herein without definition shall have the
meanings
ascribed to such terms in the Term Note and/or Security
Agreement, as
applicable.
WHEREAS, each of the Company, each other GreenMan Company as
applicable
and Laurus have agreed to make certain changes to the Term Note,
Minimum
Borrowing Note, the Revolving Note and Security Agreement as set
forth herein;
and
WHEREAS, Laurus has agreed to waive on the terms and conditions
set forth
herein all Events of Default that may have occurred and are
continuing to the
extent arising solely as a result of the failure by the Company
to make certain
of its scheduled amortization payments in respect of the Term
Note on the first
business day of each of January 2005, February 2005 and March
2005 and otherwise
in accordance with the terms of the Term Note;
NOW, THEREFORE, in consideration of the above, and for other
good and
valuable consideration, the receipt and sufficiency of which is
hereby
acknowledged, the parties hereto agree as follows:
<PAGE>
1. Laurus hereby waives each Event of Default that may have
arisen under
Section 4.1 of the Term Note solely as a result of the failure
by the Company to
pay Laurus the full amount of the principal portion of the
Monthly Amount due
and payable on the first business day of each of January 2005,
February 2005 and
March 2005 (i.e. $375,000) (the "Overdue Principal").
2. Laurus and the Company hereby agree that the Company shall
not be
required to pay the principal portion of any Monthly Amount due
on the first
business day of April 2005, May 2005 and June 2005 on such dates
(collectively,
the "Postponed Principal"); provided that, the Overdue Principal
and the
Postponed Principal shall be paid in full on the Maturity Date
(as defined in
the Term Note), together with all other amounts due and payable
on such date
under the Securities Purchase Agreement and the Related
Agreements.
3. Subject to Section 4 hereof, from and after the date hereof
through and
including December 31, 2005 (but not thereafter), the Company
shall be permitted
to maintain Overadvances in an aggregate amount not to exceed
$2,000,000 at any
time outstanding (the "Permitted Overadvance Amount"); provided
that, the
Permitted Overadvance Amount shall be reduced on a dollar for
dollar basis, for
(x) any reduction of the outstanding principal amount of the
Term Note, up to
the first One Million Dollars ($1,000,000) aggregate principal
amount of the
Term Note and (y) each dollar of the outstanding principal
amount of the Minimum
Borrowing Note, up to the first One Million Dollars ($1,000,000)
aggregate
principal amount of the Minimum Borrowing Note, converted into
shares of Common
Stock. For the avoidance of doubt, as of January 1, 2006, the
Company
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