EXHIBIT 10.92
XXXXXX XXXXXX
000 Xxxxxxxxxxxx Xxxx
Xxxxxxx, Xxx Xxxxxx 00000
UltraStrip Systems, Inc., as maker of Note
0000 X.X. Xxxxxx Xxxxxxx
Xxxxxx, Xxxxxxx 00000
ATTN: Xxxxxxx X. Xxxxxxx, President and CEO
RE: EXTENSION OF MATURITY OF NOTE AND MODIFICATION OF NOTE,
SECURITY AGREEMENT AND OF SUBSCRIPTION AND WARRANT PURCHASE AGREEMENT
Dear Xx. Xxxxxxx:
UltraStrip Systems, Inc., a Florida corporation ("UltraStrip"),
executed that certain Balloon Promissory Note in the principal amount of
$862,069.00 as of October 19, 2001 (the "Note"), together with a Security
Agreement of even date therewith (the "Security Agreement") and the Subscription
and Warrant Purchase Agreement of even date therewith (the "Warrant Agreement").
On October 19, 2001, the Creditor, together with his wife, Xxxx Xxxxxx, paid an
additional $137,931 pursuant to the Warrant Agreement.
On December 9, 2002, UltraStrip executed a Promissory Note in the
amount of $118,650.00 and a Subscription and Warrant Purchase Agreement of even
date therewith. On December 9, 2002, the Creditor, Xxxxxx Xxxxxx, paid an
additional $6,350 pursuant to the Warrant Agreement.
The original $862,069.00 Senior Promissory Note was extended in several
steps, such that it ultimately matured on September 15, 2003 in the amount of
$1,000,000.00. Similarly, the $118,650 Promissory Note was extended in several
steps, such that it ultimately matured on September 7, 2003 in the amount of
$125,000.00. UltraStrip and the Creditor hereby agree to combine those two
Promissory Notes in the amount of $1,125,000.00. This single Promissory Note
will mature on March 15, 2004.
In lieu of cash interest, the Creditor agreed to accept 20 year
duration warrants for the purchase of UltraStrip Common Stock. In consideration
for the original $862,069.00 loan and the numerous extensions thereof, a total
of 422,500 warrants were issued. In consideration for the original $118,650 loan
and the numerous extensions thereof, a total of 40,000 warrants were issued.
Now, in consideration for the Creditor's agreement to combine the Promissory
Notes and to extend the maturity date of the combined Senior Promissory Note
until March 15, 2004, UltraStrip hereby agrees to issue to the Creditor an
additional 195,000 warrants with expiration dates of March 15, 2004 and strike
prices of $0.07. Each warrant entitles the holder to purchase one share of
UltraStrip Common Stock.
In addition the 195,000 warrants referenced above, UltraStrip Systems,
Inc. hereby agrees to issue to the creditor 40,000 warrants with expirations
dates of March 15, 2024 and strike prices of $1.02. Each warrant entitles the
holder to purchase one share of UltraStrip Common Stock.
At UltraStrip's option, the Promissory Note may be extended on a
month-by-month basis until September 14, 2004. For each month that UltraStrip
extends the Promissory Note, UltraStrip will issue to the creditor 32,500
warrants with strike prices of $.07 and expiration dates of March 15, 2024. Each
warrant entitles the holder to purchase one share of UltraStrip Common Stock.
Additionally, for each month that UltraStrip extends the Promissory Note,
UltraStrip will issue the creditor 6,667 warrants with strike prices of $1.02
and expiration dates of March 15, 2024. Each warrant entitles the holder to
purchase one share of UltraStrip Common Stock.
UltraStrip hereby agrees, represents, warrants and covenants that (a)
there is no current or threatened breach, and UltraStrip is in compliance with
all terms and conditions, under the Note, Security Agreement and/or Warrant
Agreement other than the failure to pay the Initial Advances as of September 15
and September 7, 2003, which dates have been extended as provided herein, (b)
the Note, Security Agreement and Warrant Agreement remain in full force and
effect except as otherwise amended as provided herein, and (c) UltraStrip has no
claims, actions or causes of actions against the Creditor as of the date hereof.
Any ambiguities between the terms of this letter and the Note, Security
Agreement and the Warrant Agreement shall be resolved in favor of the terms of
this letter. This letter may be executed in one or more counterparts and each
such executed counterpart shall be taken together with all other executed
counterparts and constitute a single instrument binding upon each such party
hereto and their personal and other legal representatives, heirs, successors and
permitted assigns. The terms of this letter shall be construed, governed and
enforced in accordance with Florida law. The terms of this letter shall only be
effective as of February 12, 2004, if and when it is executed by, and delivered
to, the Creditor and UltraStrip.
Sincerely, Accepted by:
------------------------ ------------------------
Xxxxxx Xxxxxx Xxxxxxx Xxxxxxx
Creditor President and CEO
UltraStrip Systems, Inc.
