NON-RECOURSE PROMISSORY NOTE AND AGREEMENT
$150,000 December 19,1996
FOR VALUE RECEIVED, the undersigned, Xxxxxx 0. Xxxxxxxxxx, (herein called
"Borrower"), hereby promises to pay to the order of Lifecodes Corporation
(herein called the "Corporation"), the principal sum of up to Xxx Xxxxxxx Xxxxx
Xxxxxxxx Xxxxxx Xxxxxx xx Xxxxxxx Dollars ($150,000) together with interest on
the unpaid balance thereof as hereinafter set forth, both principal and interest
payable as herein provided in lawful money of the United States of America at
000 Xxxx Xxxxxx, Xxxxxxxx, XX 00000 or at such other place and by such method,
including wire transfer, as from time to time may be designated by the holder of
this Note.
The principal amount of this Note shall be due and payable on December 31,
2001, at which time the unpaid principal balance of this Note and all interest
accrued hereon shall be due and payable in full.
The unpaid principal of this Note from time to time outstanding shall bear
interest on each day outstanding at the rate of eight percent (8%) per annum.
Accrued Interest hereunder shall be paid to the Corporation on December 31,
1997 and on the last day of each year during the term hereof. If interest is not
paid when due, the amount of accrued and unpaid interest shall be added to the
principal amount of this Note and noted on the Grid Schedule attached hereto.
The amount of the loan shall be advanced by Lifecodes to Borrower from time
to time in multiples of $ 1,000.00. The amount of each advance shall be noted by
Lifecodes on the Grid Schedule attached hereto. A copy of the Grid Schedule will
be sent by Lifecodes to Borrower upon request.
The principal amount of this Note shall become immediately due and payable,
together with all interest accrued thereon, upon the occurrence of any of the
following events:
(i) Default by the Borrower in the payment of the principal of this Note or
in the performance, or breach, of any other covenant, agreement or provision
contained in this Note;
(ii) Default by the Borrower in the payment of indebtedness owing to any
bank or institutional lender;
(iii) Entry of a final judgment against the Borrower for the payment of
money in excess of $50,000, without discharge or provision for discharge
thereof, or procurement of a stay of execution thereof, within 60 days from the
date of entry of judgment;
-2-
(iv) The institution by the Borrower of proceedings under any applicable
bankruptcy code or any chapter thereof, or, the consent to the institution of
bankruptcy or insolvency proceedings against him, or the filing of a petition or
answer or consent seeking reorganization or relief under the applicable
bankruptcy code or any chapter thereof or any other applicable national or state
law, or the consent by him to the filing of any such petition or to the
appointment of a receiver, liquidator, assignee, trustee, conservator,
sequestrator or other similar official of the Borrower or any substantial part
of his properties or assets or the making by him of an assignment for the
benefit of creditors, or the admission by Borrower in writing of his inability
to pay his debts generally as they become due, or the taking of action by the
Borrower in furtherance of any such action;
(v) The death of Borrower or termination of employment of Borrower by the
Corporation.
Borrower has delivered to the Corporation, as security for the payment of
the principal amount of this Note, a notarial deed transferring his business
interest (Geschaftsanteile) in Medical Molecular Diagnostics GmbH ("MMD") to the
Corporation.
Borrower shall have the right at any time, upon written notice to the
Corporation, to cause the Corporation to purchase from him all of his interest
in MMD at a price equal to the then unpaid principal amount of this Note plus
accrued interest therein.
The Corporation shall have the right at any time, upon written notice to
the Borrower, to acquire from the Borrower all of his interest in MMD pledged to
secure payment of this Note in exchange for the cancellation of this Note.
In addition to the interest in MMD pledged by borrower hereunder, Borrower
shall deliver to the Corporation, as further security for the payment of this
Note all additional interest in MMD acquired by him whatsoever.
Notwithstanding any provision of this Note, the Corporation shall have no
recourse against Borrower personally for any payment of principal or interest
hereunder, and its sole remedy upon any default by Borrower hereunder shall be
the right to secure for itself the interest in MMD pledged hereunder.
Borrower waives and shall not apply for or avail himself of any
appraisement, valuation, exemption, extension or other kind of type of
moratorium law now existing as hereinafter enacted.
This Note may not be modified, amended or changed, except by execution of a
written
-3-
agreement signed by the Corporation and Borrower.
This Note sets forth the entire agreement and understanding of the parties
on the subject matter hereof.
Borrower hereby waives demand, presentment for payment, protest, notice of
protest, notice of intention to accelerate the maturity of this Note, diligence
in collecting, the bringing of any suit against any party and any notice of or
defense on account of any extensions, renewals, partial payments or changes in
any manner of or in this Note or in any of its terms, provisions or covenants,
or any delay, indulgence or other act of any trustee or any holder hereof,
whether before or after maturity.
This Note and the rights and duties of the parties hereto shall be
governed by the laws of Connecticut.
This Note and Agreement has been executed by the Borrower as of the
date first above written.
/s/ Xxxxxx X. Xxxxxxxxxx
----------------------------------
Xxxxxx X. Xxxxxxxxxx
Agreed to this 19th day of
December 1996.
Lifecodes Corporation
By /s/ Xxxx Xxxxx
-----------------------------
Xxxx Xxxxx, Controller
GRID SCHEDULE
Date Loan Amount New Principal Amount
=========================================================================
12-19-96 $32,806.25 $32,806.25
-------------------------------------------------------------------------
4-11-97 20,335.00 53,141.25
-------------------------------------------------------------------------
10-1-97 50,956.01 104,097.26
-------------------------------------------------------------------------
