FIRST ALLONGE TO AMENDED, CONSOLIDATED
AND RESTATED 10% SENIOR SUBORDINATED SECURED NOTE
THIS FIRST ALLONGE TO AMENDED, CONSOLIDATED AND
RESTATED 10% SENIOR SUBORDINATED SECURED NOTE (this
"Allonge") is dated as of June 30, 1999 by and between
Comtex Scientific Corporation, a New York corporation (the
"Company"), and AMASYS Corporation, a Delaware corporation
("Holder").
A. Holder is the successor in interest and the holder
pursuant to that certain Assignment and Assumption Agreement
dated October 11, 1996 of that certain Amended, Consolidated
and Restated 10% Senior Subordinated Secured Note dated as
of May 16, 1995, executed and delivered by Company to the
order of Infotechnology, Inc. in the principal amount of
Eight Hundred Eighty Nine Thousand, Four Hundred Thirty Five
Dollars ($889,435) (as amended, supplemented, replaced,
restated or otherwise modified from time to time, the
"Note"). Capitalized terms used in this Allonge and not
otherwise defined herein shall have the respective meanings
assigned in the Note.
B. Company and Holder affirm and agree that the
unpaid principal balance of the Note as of the date hereof
is Seven Hundred Thirty Two Thousand, Eight Hundred Seventy
Two Dollars ($732,872), with accrued, unpaid interest as of
the date hereof of Two Hundred Fifty Four Thousand, Eighty
Two Dollars ($254,082).
C. Company and Holder have agreed to increase the
principal amount of the Note to Nine Hundred Eighty Six
Thousand, Nine Hundred Fifty Four Dollars ($986,954), and to
waive any and all defaults existing as of the date of this
Allonge.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual
covenants herein and for Ten Dollars ($10.00) and other good
and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties hereto hereby
agree as follows:
1. Incorporation of Recitals. The Recitals set forth
above are incorporated herein by reference as if fully set
forth in the text of this Allonge.
2. Definitions. Capitalized terms used in this Allonge
and not otherwise defined shall have the meanings assigned
in the Note.
3. Increase in Principal Amount of Note. The Note is
hereby amended and modified to increase the principal amount
thereof to Nine Hundred Eighty Six Thousand, Nine Hundred
Fifty Four Dollars ($986,954). Accordingly, effective as of
the date hereof, the principal amount of Eight Hundred
Eighty Nine, Four Hundred Thirty Five Dollars ($889,435)
which appears in the second line of the second page of the
Note is deleted and replaced instead with the principal
amount of Nine Hundred Eighty Six Thousand, Nine Hundred
Fifty Four Dollars ($986,954).
4. Acknowledgment. Company acknowledges and affirms its
agreement to pay the Note, as modified by this Allonge, in
accordance with the terms hereof and thereof, and to
perform, comply with and be bound by each and every one of
the other terms and provisions of the Note, as modified by
this Allonge.
5. No Novation. Company and Holder agree that this
Allonge shall not constitute a novation of the indebtedness
evidenced by the Note. Nothing herein contained shall in
any way be construed to impair the Note (as modified hereby)
as evidencing a single principal indebtedness of Company
payable to the order of Holder.
6. Full Force and Effect. Except as specifically set
forth herein, all terms and provisions of the Note shall
remain unchanged and in full force and effect.
7. Successors and Assigns. This Allonge shall be binding
upon and shall inure to the benefit of the parties thereto
and their respective heirs, executors, administrators,
personal representatives, successors and assigns.
8. Severability. In case any one or more of the
provisions contained in this Allonge shall be invalid,
illegal or unenforceable, the validity and enforceability of
the remaining provisions contained herein shall not in any
way be affected or impaired thereby.
IN WITNESS WHEREOF, the parties hereto have caused this
Allonge to be executed under seal as of the day and year
first above written.
COMPANY:
COMTEX SCIENTIFIC CORPORATION
By: /S/ XXXXXX X. XXXXXXX (SEAL)
Name: Xxxxxx X. Xxxxxxx
Title: CFO and Treasurer
AMASYS CORPORATION
By: /S/ X.X. XXXXXXX (SEAL)
Name: X.X. Xxxxxxx
Title: President