Exhibit 10.17
AMENDED AND RESTATED NOTE
$275,000.00 ew York, New York
ate: As of August 19, 1999
FOR VALUE RECEIVED, MANHATTAN SCIENTIFICS, INC., a Delaware
Corporation having an address at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000
("Borrower") promises to pay to the order of XXXX XXXXXX, an individual
("Payee"), at his home located at 0000 Xxxxxx Xxxxxx Xxxxx, Xxxxx, Xxxxx 00000,
or at such other address as to which Payee shall give written notice to
Borrower, in lawful money of the United States of America and in immediately
available funds the sum of two hundred seventy-five thousand dollars
($275,000.00) on or before December 31, 2003. Xxxxxxxx further promises to pay
interest at maturity at such address in like money, from the date hereof on the
outstanding principal amount owing hereunder, at the rate of five and one-half
percent (5.5%) per annum. Such interest shall be computed daily on the basis of
a 365 day year.
If any payment of this Note becomes due and payable on a Saturday,
Sunday or a legal holiday under the laws of the State of New York, the maturity
thereof shall be extended to the next succeeding business day and interest
thereon shall be payable at the rate set forth above during such extension.
This Note is the "Note" referred to in that certain Xxxxxxx and
Restated Loan and Security Agreement, dated as of June 20, 2003, between
Borrower and Payee, as the same may be amended, modified or supplemented from
time to time (the "Loan Agreement"). All terms used herein which are defined in
the Loan Agreement shall have the meanings given therein, except as otherwise
defined herein. This Note supercedes any other instruments provided to Payee by
Borrower with respect to the debt evidenced hereby.
This Note may be voluntarily prepaid in whole or in part at any time
without penalty.
Repayment of this Note (among other things) is secured by the
Collateral referred to in the Loan Agreement, and all other instruments
evidencing or securing the indebtedness hereunder, are hereby made part of this
Note and are deemed incorporated herein.
The following events shall constitute "Events of Default" hereunder:
(a) If Borrower shall fail to pay when due, whether at maturity, by
acceleration or otherwise, the payment of any principal or interest due
hereunder or any other portion of the Obligations (as defined in the Loan
Agreement);
(b) If proceedings under any bankruptcy or insolvency law are
commenced by Xxxxxxxx, or if proceedings under any bankruptcy or insolvency law
are commenced against Borrower and such proceedings are not dismissed within 30
days of commencement thereof, or if a general assignment for the benefit of
creditors of Borrower is made or if a trustee or receiver of Xxxxxxxx's property
is appointed;
(c) Sale of all or substantially all of the assets of Xxxxxxxx;
(d) An event of default under the Loan Agreement or any other
agreement, instrument or document delivered to Lender by Borrower;
(e) Any event or condition shall occur which results in the
acceleration of the maturity of any obligation of Borrower or enables (or, with
the giving of notice or lapse of time or both, would enable) the holder of such
obligation or any person acting on such holder's behalf to accelerate the
maturity thereof;
(f) Any agreement, instrument or document delivered to Payee by
Borrower shall terminate or become void or unenforceable without Payee's written
consent.
The holder hereof shall be entitled, upon the occurrence of an Event
of Default, and after written notice thereof to Borrower and Xxxxxxxx's failure
to cure such default within forty-five (45) days, by declaration to such effect
to accelerate payment of the unpaid balance of this Note, in which event the
entire unpaid principal balance hereof, together with all accrued interest,
shall immediately be due and payable.
This Note may be modified or cancelled, only by the written
agreement of Xxxxxxxx and Xxxxx. Failure of the holder hereof to assert any
right herein shall not be deemed to be a waiver thereof.
This Note and the rights and obligations of Borrower and Payee shall
be governed by and construed in accordance with the laws of the State of New
York. Venue shall be in the courts located in New York, New York, and the
parties hereby consent to jurisdiction in such forums.
MANHATTAN SCIENTIFICS, INC.
By: /s/ Xxxxxx Xxxxxx
-------------------------------------
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On this ___ day of June, 2003, before me personally came Xxxxx X.
Xxxxx, to me known, who being by me duly sworn, did depose and say that he
resides at 0 Xxxxxxxx Xxxx, Xxxxxx, Xxx Xxxx 00000 that he is the Treasurer and
a Director of Manhattan Scientifics, Inc., the Corporation described in and
which executed the attached Note, that the Corporation and its officers were
authorized by the Board of Directors of that Corporation to execute the attached
Amended and Restated Promissory Note, and he duly acknowledged same before me.
_______________________________
Notary Public
