EcoScience Corporation
00 Xxxxx Xxxxx
Xxxx Xxxxxxxxx, Xxx Xxxxxx 00000
Reference is made to (i) the Stock Purchase Agreement ("Stock Purchase
Agreement") between Cogentrix Delaware Holdings, Inc ("CDHI") and Ecoscience
Corporation ("Ecoscience"), (ii) the promissory note of Ecoscience in favor of
CDHI dated December 30, 1998 in the principal amount of $20,600,000 (the
"Note"), (iii) the promissory note of Ecoscience in favor of CDHI dated March
15, 1999 in the principal amount of $1,000,000 (the "Extension Note") and (iv)
the Stock Pledge Agreement ("Pledge Agreement") dated as of December 30, 1998,
as amended, between Ecoscience and CDHI.
Ecoscience desires to extend the date on which the principal amounts of the
Note and the Extension Note are due and CDHI is willing to extend such payment
date on the terms and conditions set forth herein.
By its signature hereto, CDHI agrees that the (i) date for payment in one
installment together with all interest accrued on the Note shall be extended
from July, 31 1999 to August 31, 1999 and (ii) date for payment in one
installment together with all interest accrued on the Extension Note shall be
extended from July 31, 1999 to August 31, 1999. Each such extension shall be
evidenced by the execution and delivery of an Allonge to Promissory Note in the
form attached hereto; provided, that the failure of CDHI to attach an Allonge to
the Note or the Extension Note, as applicable, shall not affect the validity of
the extension of time for payment provided for herein.
CDHI expressly reserves all rights and remedies it may have with respect to
the Stock Purchase Agreement, the Pledge Agreement, the Note and the Extension
Note and, except for the extension of time provided for payment provided for
herein, no such right or remedy shall be deemed waived by CDHI.
THIS LETTER SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NORTH CAROLINA.
Sincerely yours,
COGENTRIX DELAWARE HOLDINGS, INC.
By:
--------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Senior Vice President -
Finance and Treasurer
Acknowledged and agreed
Ecoscience Corporation
By:
--------------------------------
Name:
Title:
ALLONGE
TO
PROMISSORY NOTE
ALLONGE to PROMISSORY NOTE ("Note"), dated December 30, 1998, of ECOSCIENCE
CORPORATION, a Delaware corporation, having its principal place of business at
00 Xxxxx Xxxxx, Xxxx Xxxxxxxxx, Xxx Xxxxxx 00000 (the "Maker"), payable to the
order of COGENTRIX DELAWARE HOLDINGS, INC., a Delaware corporation, having its
principal place of business at 0000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxxx,
XX 00000 (together with his successors and assigns, the "Holder).
The date for payment in one installment of the principal together with all
interest accrued on the Note is extended from July 31, 1999 to August 31, 1999.
COGENTRIX DELAWARE HOLDINGS, INC.
By:
-------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Senior Vice President -
Finance and Treasurer
ECOSCIENCE CORPORATION
By:
-------------------------------
Name:
Title:
ALLONGE
TO
PROMISSORY NOTE
ALLONGE to PROMISSORY NOTE ("Note"), dated March 15, 1999, of ECOSCIENCE
CORPORATION, a Delaware corporation, having its principal place of business at
00 Xxxxx Xxxxx, Xxxx Xxxxxxxxx, Xxx Xxxxxx 00000 (the "Maker"), payable to the
order of COGENTRIX DELAWARE HOLDINGS, INC., a Delaware corporation, having its
principal place of business at 0000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxxx,
XX 00000 (together with his successors and assigns, the "Holder).
The date for payment in one installment of the principal together with all
interest accrued on the Note is extended from July 31, 1999 to August 31, 1999.
COGENTRIX DELAWARE HOLDINGS, INC.
By:
-------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Senior Vice President -
Finance and Treasurer
ECOSCIENCE CORPORATION
By:
-------------------------------
Name:
Title:
