EXHIBIT 10.9
June 30, 1995
Alfacell Corporation Kuslima Shogen
Attn: Kuslima Shogen 000 Xxxxx Xxxxx Xxxx
000 Xxxxxxxxxx Xxxxxx Xxxxxxxx, Xxx Xxxxxx 00000
Xxxxxxxxxx, Xxx Xxxxxx 00000
Re: SUBORDINATION AGREEMENT DATED AS OF MAY 31, 1993 BY AND AMONG
ALFACELL CORPORATION ("ALFACELL"), KUSLIMA SHOGEN ("JUNIOR
CREDITOR") AND FIRST FIDELITY BANK, N.A., SUCCESSOR IN INTEREST
TO FIRST FIDELITY BANK, N.A., NEW JERSEY ("SENIOR CREDITOR")
Dear Ms. Shogen:
Reference is hereby made to the above-referenced Subordination Agreement.
All capitalized terms used herein but not otherwise defined shall have the
meaning set forth in the Subordination Agreement.
As you are aware, pursuant to the terms of the Subordination Agreement,
Alfacell is not permitted to make any payment of principal on the Junior
Indebtedness unless and until all principal, interest, fees, expenses and
all other Senior Indebtedness has been paid in full. You have requested
that the Senior Creditor amend the Subordination Agreement so as to permit
Alfacell to make certain principal payments to the Junior Creditor on
account of the Junior Indebtedness in an amount not to exceed One Hundred
and Fifty Thousand Dollars ($150,000.00).
Please be advised that the Senior Creditor is willing to allow Alfacell to
make certain payments to the Junior Creditor provided that the following
terms and conditions are met and complied with:
1. The aggregate amount to be paid by Alfacell to the Junior Creditor on
account of the Junior Indebtedness pursuant to the terms hereof shall not
exceed $150,000.00.
2. Alfacell shall immediately pay to the Junior Creditor the amount of
$80,067.27, which shall be applied to reduce the Junior Indebtedness.
Immediately upon receipt of said funds but in any event no later than June
30, 1995, the Junior Creditor shall deliver the sum of $80,067.27 in good
funds to the Senior Creditor. The Senior Creditor is hereby authorized and
directed to apply said funds to the arrearages due and owing under the
Shogen Agreement.
3. In addition to the sum set forth in paragraph 2 hereof, Alfacell shall
immediately pay to the Junior Creditor an amount not to exceed $45,000.00,
which funds shall be utilized by the Junior Creditor to satisfy personal
obligations due and owing to other creditors.
4. In addition to the sums set forth in paragraphs 2 and 3 and subject to
the limitations set forth in paragraph 1 hereof, Alfacell shall pay to the
Junior Creditor, upon the request of the Junior Creditor from time to time,
all such amounts as may be necessary to allow the Junior Creditor to timely
pay the Senior Creditor any and all amounts due the Senior Creditor under
the terms of the Shogen Agreement. Immediately upon receipt of said funds,
the Junior Creditor shall deliver such funds to the Senior Creditor, and
the Senior Creditor is hereby authorized and directed to apply said funds
to the payments due and owing under the Shogen Agreement.
5. This letter agreement shall not be deemed to be a novation and shall
not be a modification of any term, condition, obligation, right, covenant
or responsibility set forth in the Subordination Agreement or any loan
document or other agreement between the parties, unless specifically stated
herein.
If the foregoing is acceptable to you, please sign on the lines indicated
below, and return an executed copy of this letter agreement together with
the sum of $80,067.27 to the undersigned no later than June 30, 1995. In
the event you fail to comply with the preceding sentence, this letter shall
be deemed null and void and shall be of no force and effect.
Very truly yours,
/S/XXXXXXX X. XXXXXXX
Xxxxxxx X. Xxxxxxx
Vice President
The undersigned hereby agree to the
foregoing:
ALFACELL CORPORATION
By:/S/KUSLIMA SHOGEN
Kuslima Shogen, President
/S/ KUSLIMA SHOGEN
KUSLIMA SHOGEN
