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OTOD.PK > SEC Filings for OTOD.PK > Form 8-K on 2-Jul-2009All Recent SEC Filings

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Form 8-K for O2DIESEL CORP


2-Jul-2009

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligati


Item 1.01 Entry into a Material Definitive Agreement

On June 30th, 2009, O2Diesel Corporation (the "Company") and its wholly owned subsidiary O2Diesel Fuels, Inc. ("O2Diesel Fuels," and together with the Company, the "Debtors") received a first lien bridge loan (the "Loan") from Energenics Pte. Ltd. ("Energenics") in the amount of $200,000. The Debtors issued a secured promissory note (the "Note") to Energenics, pursuant to which the principal amount thereunder accrues interest at an annual rate of 15.00%, and such principal and all accrued interest will be due and payable on demand of Energenics. The purpose of the Loan is to provide liquidity to the Debtors in advance of the Debtors' anticipated bankruptcy filings under Chapter 11 of the US Bankruptcy Code.

In the event that an Event of Default (as defined in the Note) has occurred, then the entire Note automatically becomes due and payable without any notice or other action by Energenics.

The Company's subsidiary O2Diesel Europe PLC ("O2Diesel Europe") executed a Guaranty Agreement (the "Guaranty") in favor of Energenics. In the event the Debtors default under the terms and provisions of the Note, upon demand, O2Diesel Europe will pay to Energenics all amounts remaining unpaid under the Note.

The foregoing is a summary of the material terms of the Note and Guaranty are qualified in their entirety by copies of the Note and Guaranty attached as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and incorporated herein by reference.



Item 2.03 - Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The disclosures required to be provided herein is incorporated by reference to Item 1.01 above.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No. Description

10.1 Secured Promissory Note, issued by O2Diesel Corporation and O2Diesel Fuels, Inc. on June 23, 2009. Filed herewith.

10.2      Guaranty, issued by O2Diesel Europe PLC on June 23, 2009. Filed
herewith.

10.3      Security Agreement, be O2Diesel Corporation, O2Diesel, Inc. and

Energenics Pte. Ltd., dated June 23, 2009. Filed herewith.


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