EXHIBIT 10.62(A)
Assignment of Promissory Note and Security Agreement
Maturity
Name Dated Amount Date
---- ----- ------ ----
Southshore Capital, Ltd. * Aug. 11, 1999 $1,400,000 Nov. 11, 1999
Assigned to Parkdale LLC Oct. 28, 1999
* This document has been filed.
ASSIGNMENT OF PROMISSORY NOTE AND SECURITY AGREEMENT
This Assignment of Promissory Note and Security Agreement, (the
"Assignment") is made this 28th day of October, 1999, by SOUTHSHORE CAPITAL FUND
LTD. (herein referred to as "Assignor") and PARKDALE LLC (herein referred to as
"Assignee").
W I T N E S S E T H:
WHEREAS, by Promissory Note dated August 11, 1999 (hereinafter referred to
as the "Note") Assignor loaned to SWISSRAY INTERNATIONAL, INC., (herein referred
to as "SRMI") $1,400,000;
WHEREAS, SRMI executed a Security Agreement, (hereinafter referred to as
the "Security Agreement") also dated August 11, 1999 to secure the loan of
$1,400,000 which security interest has not yet been perfected;
WHEREAS, said Note is due and payable on November 11, 1999 and if not paid
in full on or before November 11, 1999, then the unpaid principal balance with
accrued interest rolls into a debenture convertible into SRMI common stock
pursuant to certain terms and conditions; and
WHEREAS, Assignee in order to accomplish the transfer of all right, title
and interest of the Note and Security Agreement to Assignee has required
Assignor to make this Assignment;
NOW, THEREFORE, in consideration of the payment by Assignee to Assignor of
$1.00, the receipt of which is hereby acknowledged, and for such other good and
valuable consideration the parties hereto hereby agree as follows:
I. ASSIGNMENT.
(a) Assignor does hereby give, grant, bargain, sell, transfer, assign,
convey and deliver to Assignee all right, title and interest in, to and under
the following: Note and Security Agreement, together with all of Assignor's
rights and privileges with respect thereto, which Assignee represents it has
received copies of and has carefully reviewed the same. Assignee also represents
it has received copies of the Contingent Subscription Agreement, Registration
Rights Agreement and Debenture and has carefully reviewed the same.
(b) Assignor appoints Assignee its true and lawful attorney to demand,
receive and enforce any rights, interests and benefits accruing to Assignor
under the terms of the Agreement, and all amendments thereto, and to ▇▇▇, either
in
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the name of Assignor or in the name of Assignee, in connection with said rights,
interests and benefits.
(c) Beginning on the effective date of this Assignment, Assignee may
demand, receive and enforce said rights, interests and benefits under and in
accordance with the terms of the Note and Security Agreement and all amendments
thereto.
(d) Assignee, by virtue of this Assignment, hereby agrees to assume,
observe and perform any and all of Assignor's duties, responsibilities or future
liabilities imposed upon Assignor under the terms of the Note and Security
Agreement and any and all amendments thereto. Accordingly, upon this Assignment
all the rights and interests in the Note and Security Agreement shall be
transferred from Assignor to Assignee and Assignor shall no longer have any
rights or obligations with respect thereto.
(e) Assignor warrants and covenants that it has full right and authority to
make this Assignment, and that it will not execute or permit any other
assignment of any interest assigned to Assignee hereunder.
(f) Except as otherwise provided herein, this Assignment made by Assignor
hereunder is irrevocable, is without recourse to or warranty by the Assignor and
shall remain in full force and effect until the expiration of the terms of the
Note and Security Agreement and all amendments thereto.
(g) This Assignment, together with the agreements and warranties contained
herein shall inure to the benefit of Assignee, its successors and assigns, and
shall be binding upon Assignor and its assigns.
II. FACSIMILE AS ORIGINAL.
(a) This Assignment may be executed in counterparts, and the facsimile
transmission of an executed counterpart to this Assignment shall be effective as
an original.
IN WITNESS WHEREOF, Assignor and Assignee have hereunto caused to be set
their hand and seal as of the date first mentioned.
ASSIGNEE: ASSIGNOR:
PARKDALE LLC SOUTHSHORE CAPITAL FUND LTD.
/s/ ILLEGIBLE /s/ ILLEGIBLE
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Navigator Management Ltd. Navigator Management Ltd.
Director Director
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CONSENT
SWISSRAY INTERNATIONAL, INC. acting herein by ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, its
Chairman and President, dully authorized, hereby acknowledges and consents to
the above-described Assignment.
SWISSRAY INTERNATIONAL, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, its Chairman and President duly authorized