Exhibit 99.32
PROMISSORY NOTE AND
PLEDGE AGREEMENT
$3,555,991.02 Toronto, Ontario
July 1, 1998
1. PROMISE TO PAY
FOR VALUE RECEIVED the undersigned, on and subject to the terms and conditions
hereinafter set forth, hereby promises to pay to or to the order of XXXXXXXXX
INC. (the "Corporation") the sum of $3,555,991.02 in lawful money of Canada on
the Initial Period Expiry Date of the Series II Preference Shares of the
Corporation (as defined in the share conditions attached thereto) provided that
a pro rata portion of such amount shall become immediately due and payable on
the disposition for cash proceeds of any of the 710,000 Series II Preference
Shares pledged as security for this Note. The amount of any pro rata principal
repayment required because of a disposition of Series II Preference Shares shall
be calculated on the basis of $10.00 per Series II Preference Share.
2. INTEREST
The principal amount outstanding hereunder from time to time shall bear
interest on $2,719,991.02 of the principal amount thereof from July 1, 1998 and
on the whole of the principal amount thereof from November 5, 1998 at a rate per
annum equal to the prime rate of interest charged by Canadian Imperial Bank of
Commerce from time to time plus 1/2% before and after maturity, default and
judgment and until actual payment, with interest on overdue interest at the same
rate. Interest shall be calculated on, and shall be due and payable in arrears
on, each dividend payment date in respect of the Series II Preference Shares of
the Corporation. The Corporation is hereby authorized to apply the dividends
paid on the pledged shares (as defined below) against the interest owing
hereunder by the undersigned on each dividend payment date.
3. PREPAYMENT PRIVILEGE
The undersigned when not in default hereunder shall have the right at any
time and from time to time to pay all or any portion of the principal amount
then owing upon this Note.
4. PLEDGE OF SHARES
The indebtedness evidenced by this Note shall be secured by the pledge to
the Corporation of 710,000 Series II Preference Shares in the capital of the
Corporation (the "pledged shares"). A certificate or certificates for the
pledged shares, registered in the
name of The Ravelston Corporation Limited in Trust and fully endorsed in blank
for transfer, has or have been delivered to the Corporation to be held by the
Corporation pursuant to the terms hereof.
The undersigned hereby pledges the pledged shares to the Corporation, and
agrees that the pledged shares shall be held by the Corporation as continuing
collateral security for the due and punctual payment to the Corporation of all
monies payable under this Note in accordance with its terms and conditions.
Forthwith after the Corporation shall have determined:
(a) that there has been a default by the undersigned under the Note;
(b) that three (3) business days have elapsed after the Corporation sent
written notice of such default to the undersigned; and
(c) that the default has not been remedied by the undersigned;
the Corporation shall be entitled to redeem or sell all or a portion of the
pledged shares at public or private sale, at the option of the Corporation. The
Corporation may be the purchaser of the pledged shares (or any portion thereof)
at any such sale. The Corporation shall apply the full amount received by it on
such redemption or sale (less expenses) towards satisfaction of the balance
owing to the Corporation by the undersigned under this Note. To the extent that
the amount of such proceeds exceeds the balance owing by the undersigned under
this Note, the Corporation shall pay such excess amount to the undersigned. To
the extent that the amount of such proceeds is less than the balance owing by
the undersigned under the Note, the undersigned shall be obligated to pay to the
Corporation forthwith the amount owing under this Note after application of such
proceeds towards satisfaction of the Note.
The undersigned shall be entitled to receive from the Corporation, as soon
as may be practicable after receipt of a written request therefor, certificates
representing the number of pledged shares in respect of which a principal
repayment hereunder has been made.
5. NOTICES
Any notice required or desired to be given hereunder shall be in writing
and shall be deemed to have been sufficiently given or served for all purposes
if mailed by registered mail, postage prepaid, telegraphed or personally
delivered to the following respective addresses of the parties hereto until
otherwise directed by written notice similarly given:
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(a) the undersigned: c/o The Ravelston Corporation Limited
00 Xxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx
X0X 0X0
(b) the Corporation: Xxxxxxxxx Inc.
00 Xxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx
X0X 0X0
6. BINDING ON SUCCESSORS AND ASSIGNS
This agreement shall enure to the benefit of and be binding upon the
respective successors and assigns of the parties hereto.
7. GOVERNING LAW
This agreement shall be governed by and construed in accordance with the
laws of the Province of Ontario.
IN WITNESS WHEREOF the undersigned has executed this Promissory Note and
Pledge Agreement as of the 1st day of July, 1998.
________________________________________
Xxxxxx X. Xxxxx
The foregoing is hereby agreed to by the undersigned
as of the 1st day of July, 1998.
XXXXXXXXX INC.
By: _______________________________
Vice-President and Secretary
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