SENESCO, L.L.C.
00 XXXXXXXX XXXXXX
XXXXXXXXX, XXX XXXXXX 00000
October 23, 1998
VIA FEDERAL EXPRESS
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South Edge International Limited
Armoury Building, 2nd Xxxxx
00 Xxxx Xxxxxx
P.O. Box HM 279
Xxxxxxxx, XX AX Bermuda
Attention: Xxxxxxx X. Xxxxx
Re: Acknowledgment Letter re: Loan Agreement
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Dear Xx. Xxxxx:
In connection with that certain Loan Agreement, dated October 22, 1998, and
as amended hereby, (the "Loan Agreement"), made by and between Senesco, L.L.C.,
a New Jersey limited liability company (the "Company"), Phillippe X. Xxxxxxxxxx,
as guarantor, and South Edge International Limited (the "Lender"), enclosed
please find the amended Promissory Note, dated October 23, 1998, which should be
attached as an amended Exhibit A to the Loan Agreement (the "Amended Promissory
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Note") to replace the current Exhibit A to the Loan Agreement.
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By signing below, the Company and the Lender acknowledge and agree that, as
of the date above, the Lender will only advance the Company Two Hundred Fifty
Four Thousand Dollars ($254,000), of the aggregate amount of Five Hundred
Thousand Dollars ($500,000) provided in the Loan Agreement. Upon execution,
please send such originally executed Acknowledgment, as well as the originally
executed Promissory Note, to the attention of Xxxxxx Xxxxxx, at Xxxxxxxx
Xxxxxxxxx Professional Corporation, 000 Xxxxxxx Xxxx Xxxx, Xxxxxxxxx, Xxx Xxxxxx
00000, via overnight courier. Upon receipt of such Acknowledgment and Promissory
Note, the original Promissory Note will be voided, and the Amended Promissory
Note, executed by Xx. Xxxxxxxxxx on behalf of the Company, will be delivered to
your attention.
IN WITNESS WHEREOF, the parties hereto acknowledge the foregoing by
executing beneath their respective names as of the date first written above.
SENESCO, L.L.C. SOUTH EDGE INTERNATIONAL LIMITED
By: /s/ Phillippe X. Xxxxxxxxxx By: /s/ Xxxxxxx X. Xxxxxx, Xx.
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Phillippe X. Xxxxxxxxxx, Xxxxxxx X. Xxxxxx, Xx.
Managing Member Director
00 Xxxxxxxx Xxxxxx Xxxxxx Xxxxxxxx, 0xx Xxxxx
Xxxxxxxxx, Xxx Xxxxxx 00000 00 Xxxx Xxxxxx
P.O. Box HM 279
Xxxxxxxx, XX AX Bermuda
Exhibit A
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Amended Note
THIS NOTE HAS BEEN ISSUED PURSUANT TO AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF FEDERAL AND STATE SECURITIES LAWS AND MAY NOT BE SOLD OR
TRANSFERRED WITHOUT COMPLIANCE WITH SUCH REQUIREMENTS OR A WRITTEN OPINION OF
COUNSEL ACCEPTABLE TO THE OBLIGOR THAT SUCH TRANSFER WILL NOT RESULT IN ANY
VIOLATION OF SUCH LAWS OR AFFECT THE LEGALITY OF ITS ISSUANCE.
PROMISSORY NOTE
$254,000 October 23, 1998
FOR VALUE RECEIVED, the undersigned, Senesco, L.L.C., a limited liability
company organized and existing under the laws of the State of New Jersey (the
"Obligor"), hereby promises to pay to the order of South Edge International
Limited (the "Holder"), the principal sum of Two Hundred Fifty-Four Thousand
Dollars ($254,000) payable as set forth below. The Obligor also promises to pay
to the order of the Holder interest on the principal amount hereof at a rate per
annum equal to two percent (2%) above the Prime Rate as reported in the Wall
Street Journal on the date of this Note, which interest shall be payable at such
time as the principal is due hereunder. Interest shall be calculated on the
basis of a year of 365 days and for the number of days actually elapsed. Any
amounts of interest and principal not paid when due shall bear interest at the
maximum rate of interest allowed by applicable law. The payments of principal
and interest hereunder shall be made in coin or currency of the United States of
America which at the time of payment shall be legal tender therein for the
payment of public and private debts.
This Note shall be subject to the following additional terms and
conditions:
1. Payments. Subject to Section 2 hereof, all principal and interest due
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hereunder shall be payable in one (1) installment on October 22, 1999
(the "Maturity Date"); provided, however, that the parties may
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mutually agree to extend the term of this Note beyond the Maturity
Date. In the event that any payment to be made hereunder shall be or
become due on a Saturday, Sunday or any other day which is a legal
bank holiday under the laws of the State of New Jersey, such payment
shall be or become due on the next succeeding business day.
2. Prepayments.
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a) The Obligor and the Holder understand and agree that the
principal amount of this Note is intended as a loan to the
Obligor in anticipation of a merger (the "Merger") between the
Obligor and Xxxx Leisure Acquisition, Inc., a wholly-owned
subsidiary of Xxxx Leisure USA, Inc., an Idaho corporation, to
create Senesco Technologies, Inc., a Delaware corporation
("STI"). Subsequent to the consummation of the Merger, in the
event STI
consummates an equity financing through the issuance of preferred
stock or other equity securities or securities convertible into
equity that results in proceeds to STI in excess of $1,500,000
(an "Equity Financing"), the entire unpaid principal amount of
this Note (together with accrued interest hereon) shall become
due and immediately payable to the Holder upon consummation of
such Equity Financing.
b) In the event the Merger is not consummated within four (4) months
from the date hereof, the entire unpaid principal amount of this
Note (together with accrued interest hereon) shall, at the option
of the Holder, exercised by written notice to the Obligor as
provided herein, become immediately due and payable; provided,
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however, that the parties may mutually agree to renegotiate the
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terms of this Note at such time.
3. No Waiver. No failure or delay by the Holder in exercising any right,
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power or privilege under this Note shall operate as a waiver thereof
nor shall any single or partial exercise thereof preclude any other or
further exercise thereof or the exercise of any other right, power or
privilege. The rights and remedies herein provided shall be cumulative
and not exclusive of any rights or remedies provided by law. No course
of dealing between the Obligor and the Holder shall operate as a
waiver of any rights by the Holder.
4. Waiver of Presentment and Notice of Dishonor. The Obligor and all
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endorsers, guarantors and other parties that may be liable under this
Note hereby waive presentment, notice of dishonor, protest and all
other demands and notices in connection with the delivery, acceptance,
performance or enforcement of this Note.
5. Place of Payment. All payments of principal of this Note and the
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interest due thereon shall be made at such place as the Holder may
from time to time designate in writing.
6. Events of Default. The entire unpaid principal amount of this Note and
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the interest due hereon shall, at the option of the Holder exercised
by written notice to the Obligor, forthwith become and be due and
payable, without presentment, demand, protest or other notice of any
kind, all of which are hereby expressly waived, if any one or more of
the following events (herein called "Events of Default") shall have
occurred (for any reason whatsoever and whether such happening shall
be voluntary or involuntary or come about or be effected by operation
of law or pursuant to or in compliance with any judgment, decree or
order of any court or any order, rule or regulation of any
administrative or governmental body) and be continuing at the time of
such notice, that is to say:
a) if default shall be made in the due and punctual payment of the
principal of this Note and the interest due thereon when and as
the same shall become due and payable, whether at maturity, or by
acceleration or otherwise, and such default shall have continued
for a period of five days;
b) if the Obligor shall:
(i) admit in writing its inability to pay its debts generally
as they become due;
(ii) file a petition in bankruptcy or a petition to take
advantage of any insolvency act;
(iii) make an assignment for the benefit of creditors;
(iv) consent to the appointment of a receiver of the whole or
any substantial part of his property;
(v) on a petition in bankruptcy filed against him, be
adjudicated a bankrupt;
(vi) file a petition or answer seeking reorganization or
arrangement under the Federal bankruptcy laws or any
other applicable law or statute of the United States of
America or any State, district or territory thereof; or
c) if a court of competent jurisdiction shall enter an order,
judgment, or decree appointing, without the consent of the
Obligor, a receiver of the whole or any substantial part of
Obligor's property, and such order, judgment or decree shall not
be vacated or set aside or stayed within 90 days from the date of
entry thereof; and
d) if, under the provisions of any other law for the relief or aid
of debtors, any court of competent jurisdiction shall assume
custody or control of the whole or any substantial part of
Obligor's property and such custody or control shall not be
terminated or stayed within 90 days from the date of assumption
of such custody or control.
7. Remedies. In case any one or more of the Events of Default specified
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in Section 6 hereof shall have occurred and be continuing, the Holder
may proceed to protect and enforce its rights either by suit in equity
and/or by action at law, whether for the specific performance of any
covenant or agreement contained in this Note or in aid of the exercise
of any power granted in this Note, or the Holder may proceed to
enforce the payment of all sums due upon this Note or to enforce any
other legal or equitable right of the Holder.
8. Severability. In the event that one or more of the provisions of this
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Note shall for any reason be held invalid, illegal or unenforceable in
any respect, such invalidity, illegality or unenforceability shall not
affect any other provision of this Note, but this Note shall be
construed as if such invalid, illegal or unenforceable provision had
never been contained herein.
9. Governing Law. This Note and the rights and obligations of the
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Obligor and the Holder shall be governed by and construed in
accordance with the laws of the State of New Jersey.
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IN WITNESS WHEREOF, the undersigned has caused this Note to be executed
and delivered on the date first written above.
SENESCO, L.L.C.
By: /s/ Phillippe X. Xxxxxxxxxx
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Phillippe X. Xxxxxxxxxx,
Managing Member
EXHIBIT B
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See Drawdown schedule attached hereto.
