Exhibit 10.52
THIRD AMENDMENT TO THE
LOAN EXTENSION AND RELEASE
AND WAIVER AGREEMENT
This Third Amendment to the Loan Extension and Release and Waiver Agreement
(this "Amendment") is entered into by and between Polar Molecular Corporation, a
Delaware corporation (the "Company"), and Affiliated Investments L.L.C., a
Michigan limited liability company (the "Holder"), to be effective as of January
31, 2003.
RECITALS
A. The Company issued to the Holder a promissory note (the "Note") in the
principal amount of $600,000 dated as of October 25, 2001.
B. The Company and the Holder have entered into a Loan Extension and Release
and Waiver Agreement, as amended by the First Amendment to the Loan
Extension and Release and Waiver Agreement effective as of May 31, 2002,
and by the Second Amendment to the Loan Extension and Release and Waiver
Agreement effective as of October 1, 2002, (the "Original Loan Extension"),
pursuant to which certain terms of the Note have been amended.
C. The Company and the Holder now wish to amend the Original Loan Extension to
provide for the extension of additional credit under the Note in the
aggregate principal amount of $75,000 (the "Additional Credit Amount").
D. The parties hereto acknowledge that the Company made a payment of principal
and interest in the amount of $50,000 at the end of February of 2002 on the
Note (as defined in the Original Loan Extension), and that the principal
balance owed on the Note as of January 31, 2003 after giving effect to this
Amendment is $649,000.
AGREEMENT
In consideration of the foregoing and the mutual promises contained herein,
the Holder and the Company hereby agree as follows:
1. Paragraph 1 of the Original Loan Extension is hereby amended in its
entirety to read as follows:
"1. (a) Principal Amount. As of January 31, 2003, the principal amount
outstanding under the Note shall be increased by $75,000 and all
references to outstanding principal contained in the Note shall hereby
be changed to "$649,000" (which represents the aggregate principal
amount outstanding under the Note as of January 31, 2003).
Notwithstanding the extension of the Additional Credit Amount,
interest shall not accrue against the Additional Credit Amount prior
to February 1, 2003; following which date interest shall accrue as
provided in the Note on the aggregate principal amount of $649,000.
(b) Extension of Due Date. The final maturity date of December 26,
2001 (the "Original Due Date") set forth in the Note is hereby
extended to June 30, 2003, subject to the other repayment terms set
forth herein."
2. Exhibit B to the Original Loan Extension is hereby replaced in its entirety
with the contents of Attachment I to this Amendment, which reflects the
grant of an additional 100,000 shares of the common stock of the Company as
consideration to the Holder for entering into this Amendment.
3. Wire Transfer of Funds. Holder hereby agrees to wire transfer the
Additional Credit Amount as follows:
Holme Xxxxxxx & Xxxx LLP - Trust Account
Held for: Polar Molecular Corporation 46887-00050
Account No. 1010920111
Routing No. 000000000
Xxxxx Fargo Bank West, N.A.
0000 Xxxxxxxx
Xxxxxx, XX 00000
4. No Other Changes. Except as explicitly amended by this Amendment, all of
the terms and conditions of the Original Loan Extension shall remain in
full force and effect.
[SIGNATURE PAGE FOLLOWS]
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The undersigned have executed this Amendment to be effective as of the date
set forth herein.
COMPANY:
POLAR MOLECULAR CORPORATION
By: /s/ Xxxx X. Xxxxxx
------------------------------------
Xxxx X. Xxxxxx, President and
Chief Executive Officer
HOLDER:
AFFILIATED INVESTMENTS, L.L.C.
By: /s/ Xxxxx X. Xxxxxx
------------------------------------
Xxxxx X. Xxxxxx, President
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