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Exhibit 99(a)
EXHIBITS:
CONVERTIBLE PROMISSORY NOTE (TYPICAL):
$0,000 Dated: August 7, 2000
Due: August 7, 2001
FOR VALUE RECEIVED, KENILWORTH SYSTEMS CORPORATION, a New York
corporation (herein called the "Company"), Promises to pay to the order of
_____________________________________________________________ (herein called
the "Holder") or registered assigns, at the principal office of the Company
(presently located at 54 Kenilworth Road, Mineola, New York 11501) in lawful
monies of the United States of America, the principal sum of DOLLARS (received
by the Company in cash) with accrued and unpaid interest thereon, at the
prevailing prime rate as quoted by Citibank, on or before ___________. The first
quarterly interest accrual date on the unpaid principal
amount shall be ___________________ and all other accrual dates every three
months thereafter.
This note may be prepaid in whole or in part at any time and from time to
time, without penalty, but with interest on the amount prepaid to the date of
prepayment.
The Holder of this note has the right at any time through _____________
2001, to convert all or any part of the indebtedness represented by this note,
including the accrued interest, through the date of conversion, into fully paid
and non-assessable common stock, par value $.01 per share, of the Company at the
conversion price of one (1) share for the lower of (a) $______ per share or (b)
the mean average bid price, at any time from date hereof to date of exercise,
for the shares of the Company as traded in the public market, of unpaid
principal and accrued interest. If the Holder shall elect to exercise such
conversion right, then he/she/they shall notify the Company, in writing of such
election, specifying the principal amount and interest to be converted, and
shall, if the Note shall be converted in full, surrender the Note to the Company
for cancellation and, if this Note be converted in part, shall surrender this
Note to the Company so that there may be endorsed thereof the reduction of the
principal and interest the same which has been converted, after which the Note
shall be returned to the Holder.
Prior to due presentment for registration or transfer of this Note, the
Company and its agents may deem and treat the person/persons in whose name this
Note shall be registered upon the books of the Company as the absolute owner of
this Note (whether or not this Note shall be overdue and notwithstanding any
notation of ownership or other writing thereon) for the purpose of receiving
payment of or on account of the principal hereof and interest due hereon and for
all other purposes, and neither the Company nor its agents shall be affected by
any notice to the contrary.
Neither this Convertible Promissory Note nor the common shares issuable
on conversion thereof (in whole or in part) have been registered under the
Securities Act of 1933 (the "Act") and may not be sold, transferred, pledged, or
offered for sale in the absence of an effective registration statement relating
to these securities under said Act, or an opinion of counsel to the Company that
such registration is not required, or an exemption from the Act is available.
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If during the convertible period of this Note the Company shall (i) pay a
stock dividend or make a distribution of its common stock into a greater number
of shares, (ii) combine its outstanding stock into a smaller number of shares,
or (iii) issue by reclassification of its common stock any shares of capital
stock of the Company then the conversion right shall be adjusted so that the
holder thereof, if he/she/they shall elect to convert the same, after the record
date or the effective date of any such event as the case may be, shall be
entitled to receive the number of shares of common stock or other capital stock
of the Company which he/she/they would have owned or have been entitled to
receive after any of the events described above, had the Note been converted at
the record date in the case of a stock dividend or stock distribution or the
effective date in the case of a sub-division, combination or reclassification.
The Company agrees that in the event it shall hereafter file a
registration statement under the Act which includes shares on behalf of any
shareholders, that it will give notice in writing of said registration to the
Holder thereof. In the event the Holder shall in writing addressed and delivered
to the Company elect to exercise such conversion right hereinbefore granted
within the time period specified in said notice, then the Company agrees to
include so much of said stock as the Holder shall be entitled to receive as a
result of said conversion proportionately to the other shareholders included in
the registration statement and to file same with the Securities and Exchange
Commission and agrees to use its best efforts to cause the same to become
effective under the said Act as promptly as possible, so that the stock may be
publicly offered and sold by the Holder after such effectiveness in compliance
with the requirements of said Act and other applicable provisions of federal and
state securities laws.
If this Note is not paid when due, whether at maturity or by acceleration
by other events, the Company agrees to pay reasonable costs of collection and
such costs shall include without limitation all costs, attorney's fees and
expenses incurred by the Holder hereof in connection with any insolvency,
bankruptcy, reorganization, arrangement or similar proceedings involving the
Company, or involving any endorser or guarantor hereof, which in any way affect
the exercise by the Holder hereof of his/her rights and remedies under this
Note.
Presentment, demand, protest, notices of protest, dishonor and
non-payment of this Note and all notices of every kind are waived.
The issuance and execution of this Note has been authorized and approved
by the Board of Directors of the Company.
The terms "Company" and "Holder" used herein shall be construed to
include their respective heirs, personal representatives, successors, subsequent
holders, and assigns.
This Convertible Promissory Note shall be enforced in accordance with the
laws of the State of New York, U.S.A., and shall be construed in accordance
thereof.
IN WITNESS WHEREOF, the undersigned has executed this Convertible
Promissory Note as of the day and year first above written.
KENILWORTH SYSTEMS CORPORATION
By:/s/ Herbert Lindo
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Herbert Lindo, President
ATTEST:
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In the event of conversion, the Holder agrees to accept any shares for
investment and consents to the endorsement on said shares of an appropriate
legend
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