Exhibit 10.51
SECOND AMENDMENT TO THE
LOAN EXTENSION AND RELEASE
AND WAIVER AGREEMENT
This Second 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 October 1, 2002.
RECITALS
A. The Company and the Holder have entered into a Loan Extension and Release
and Waiver Agreement, as amended by the First Amendment thereto (the
"Original Loan Extension"); and
B. The Company and the Holder now wish to amend certain terms of the Original
Loan Extension.
C. 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 balance owed
on the Note as of October 1, 2002 is $614,180 (consisting of $574,000 in
principal and $40,180 in interest).
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. 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. Paragraph 2 of the Original Loan Extension is hereby amended in its
entirety to read as follows:
"2. Terms of Repayment. The Company shall repay principal and interest
amounts outstanding under the Note in accordance with the payment
schedule attached hereto as Exhibit A. Notwithstanding the terms of
the payment schedule set forth in Exhibit A hereto, the Company may
prepay principal and interest without premium or penalty."
3. Paragraph 3 of the Original Loan Extension is hereby amended in its
entirety to read as follows:
"3. Consideration. Holder acknowledges receipt of the stock certificates
and the shares of the common stock of the Company reflected on Exhibit
B hereto as consideration for entering into the Original Loan
Extension, as amended to date. As additional consideration for
entering into the Original Loan Extension, as amended to date, the
Company hereby agrees to pay Holder an additional sum of $50,000,
which sum is to be paid within, and shall not be deemed to be in
arrears until June 30, 2003. While the parties acknowledge that this
additional consideration amount effectively increases the interest
rate on the Note, in no case (including, without limitation
calculation of default interest on the Note) shall such $50,000 be
compounded as outstanding interest on the Note or shall interest
accrue in any circumstance against such $50,000."
4. Paragraph 5 of the Original Loan Extension is hereby amended in its
entirety to read as follows:
"5. Effective Date. The Effective Date of this Agreement is February 28,
2002. The Holder hereby agrees not to exercise any remedy that may be
available to it for non-payment of the Note, including without
limitation, exercising its remedies under the Note or the Security
Agreement until June 30, 2003."
5. The Original Loan Extension is hereby amended by adding a new Paragraph 9
to the end thereof to read in its entirety as follows:
"9. Interest Compounding. Notwithstanding anything in the Note, on March
1, 2003 all accrued interest remaining outstanding as of such date
shall be compounded and added to the principal amount of the Note.
Notwithstanding the face value of the Note, after March 1, 2003,
interest shall accrue on the principal amount of the Note recalculated
in accordance herewith at the rate and as prescribed by the terms of
the Note."
6. Receipt of Stock Certificate. Holder acknowledges receipt of stock
certificate no. reflecting an additional issuance of 50,000 shares of
----
the common stock of the Company in favor of Holder in connection with
entering into this Amendment.
7. 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]
2
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.
Address: 0000 Xxxxxx Xx
Xxxxxx Xxxxx, XX 00000
Fax: 000-000-0000
By: /s/ Xxxxx Xxxxxx
------------------------------------
Name: Xxxxx Xxxxxx
Title: President
3
