August 10, 1999
Centraxx, Inc.
Dear Sirs:
Re: 8% Convertible Debenture
This letter sets out the terms of our agreement with respect to advancing
funds to Centraxx, Inc. ("Centraxx") pursuant to the terms of the 8%
Convertible Debenture ("Debenture") attached hereto as Schedule "A". We agree
that the Debenture shall be read subject to the terms hereof.
1. Frankopan & Co. Inc. ("Frankopan") commits and agrees to advance an
aggregate of $2,000,000 (U.S.) on or before the following dates and in the
following minimum amounts and you agree to issue Debentures to us in respect
of each advance, all of which shall rank pari passu:
Date of Advance
(to be on or before the following dates) Amount of Advance
(i) On August 15, 1999 $100,000 (U.S.)
(ii) September 15, 1999 $150,000 (U.S.)
(iii)October 15, 1999 $200,000 (U.S.)
(iv) November 15, 1999 $200,000 (U.S.)
(v) December 15, 1999 $200,000 (U.S.)
(vi) January 15, 2000 $200,000 (U.S.)
(vii)February 15, 2000 $350,000 (U.S.)
(viii)March 31, 2000 $600,000 (U.S.)
Frankopan acknowledges that each such Debenture will be one of a series
of like debentures of Centraxx to be issued evidencing a principal amount not
exceeding in aggregate $2,000,000 (U.S.), all of which debentures are to rank
pari passu.
2. Frankopan's obligation to advance funds will cease in the event Centraxx
is in default of any of its material obligations hereunder or under the
Debenture.
3. ▇▇▇▇▇▇▇▇▇'s right to advance funds will cease on ten (10) days notice
from Centraxx in the event Frankopan fails to advance funds on or before any
date as required in paragraph 1 above in circumstances where Centraxx is not
in default of any material obligation hereunder or under the Debenture. In
such event, the security granted for any replacement financing to a maximum of
the amount not yet advanced as required in paragraph 1 above shall rank in
priority to the security provided for in the Debenture or Debentures held by
▇▇▇▇▇▇▇▇▇, and ▇▇▇▇▇▇▇▇▇ agrees to postpone the charge of its security
accordingly in such event. In addition, for the purposes only of clause 4.3.2
of the Debenture, Frankopan shall not be considered to be in default of its
obligations by reason only of Frankopan having failed to timely advance all or
part of the funds as required in subparagraph 1(v) or (viii) above if
Frankopan has timely advanced all of the funds as required in subparagraphs
1(i) to (iv), both inclusive, above.
4. Frankopan and all other Debenture holders agree to postpone the charge of
their security to arm's length borrowing from a commercial lender for
operating line purposes on normal commercial terms acceptable to a majority of
them calculated by principal amount, acting reasonably.
5. Each of ▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ or any entity beneficially
owned or controlled by either or both of them shall have the right, by giving
Frankopan five (5) business days notice, to advance funds pursuant to this
commitment and pursuant to the terms of the Debenture on the following basis:
(a) up to $200,000.00 (U.S.) each by each taking up a maximum of
$50,000.00 (U.S.) of each advance set out in subparagraph 1(v) to 1(viii)
above;
(b) in addition, any amount which ▇▇▇▇▇▇▇▇▇ fails to advance as required
in paragraph 1 above, and in such event, Frankopan shall not be considered to
be in default to the extent of such amount actually advanced.
In the event any of ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ or any entity
beneficially owned or controlled by either or both of them exercises any such
right, then they shall be required as a condition of such exercise to execute
an agreement with Centraxx and Frankopan to be bound hereby as debenture
holders, provided that their debentures may be registered in their name or
names.
6. In the event Centraxx requires from time to time term borrowing (whether
by way of another debenture or debentures or otherwise) in addition to the
funds committed hereby, then Frankopan and all other Debenture holders agree
that the security granted for such additional financing from time to time
shall rank pari passu with the security provided for in the Debentures.
7. ▇▇▇▇▇▇▇▇▇'s obligations to advance funds pursuant to this commitment are
subject to us being reasonably satisfied that the charge contained in the
Debenture will rank as a first charge security and otherwise in accordance
with its terms.
8. All reasonable out of pocket costs and expenses of the Debenture holders
in negotiating this commitment and the attached debenture and in implementing
such loans and complying with the terms of this commitment shall be for the
account of Centraxx.
9. Upon acceptance of this commitment by ▇▇▇▇▇▇▇▇, we will proceed to
finalize the documentation and attend to all necessary security filings.
10. In the event Centraxx is able to raise additional financing on better
terms and conditions as mentioned in above paragraphs, Frankopan & Co. agrees
to waive their right or to cancel the last two installments of the debenture
(item vii and item viii).
Please indicate your acceptance by signing and returning the enclosed
duplicate copy of this commitment.
Yours truly,
FRANKOPAN & CO. INC.
By:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, President
We acknowledge and agree to the above.
Dated this day of , 1999
CENTRAXX, INC.
By:
(Duly Authorized Officer)
By:
(Duly Authorized Officer)
