LOAN AND SECURITY AGREEMENT
LOAN AND SECURITY AGREEMENT made and entered into as of the 30th day of
September 1996 by and between 732498 Ontario Ltd. (the "Lender") and TTR Inc.
(the "Borrower."), a company organized under the laws of the State of Delaware;
W I T N E S S E T H
WHEREAS, Lender desires to make a loan to Borrower under the terms and
conditions contained herein; and
WHEREAS, to secure amounts due and owing under the loan, Borrower desires to
grant to Lender a floating lien on Borrower assets.
NOW, THEREFORE, the parties hereto agree as follows:
1. Loan. Upon execution of this Agreement Lender hereby loans to Borrower the
amount of U.S. $66,700 and Lender will, upon request from Borrower, in Lender's
sole and exclusive discretion, consider lending a similar amount at each of
thirty (30) days and sixty (60) days from the date of this Agreement, up to a
maximum amount of U.S.$200,100.00 (all sums loaned to Company herein shall be
referred to as the "Loan Amount").
The Loan Amount is to be repaid as follows:
(i) The Loan Amount, with accrued interest, shall be payable in full
upon the earlier of (i) first receipt by the Company of any monies from a
Company IPO or (ii) 6 months from the date first written above, provided, that,
Borrower shall have the privilege of prepaying the whole or any part of the
monies owing hereunder at any time without notice or bonus.
(ii) Interest will accrue, from the period commencing from the date of
actual advance of the Loan Amount, until the repayment thereof in full, and both
before and after maturity (whether due by scheduled maturity, by required
payment, by acceleration, by demand or otherwise), at the rate of interest equal
to 22% per annum (the "Interest"). The accrued Interest will be repaid at the
time of repayment of part or all of the Loan Amount. Interest shall be payable
net of any taxes payable under applicable law.
(iii) The full amount of this loan with accrued Interest shall be repaid
no later than March 30, 1997.
2
(iv) Notwithstanding anything to the contrary contained herein, the full
amount of the Loan Amount, together with accrued Interest, shall be immediately
due and payable upon (i) the filing by or against Borrower of any petition for
the liquidation or dissolution of its business, or (ii) the commencement by
Borrower of any action to liquidate or dissolve its business, or (iii) a general
assignment by Borrower for the benefit of its creditors, or (iv) Borrower's
failure or inability to pay its debts as they become due.
2. Security. (i) As security for the payment in full when and as due of all
amounts due hereunder, together with interest and other sums due in connection
with them and the performance of all other obligations of Borrower to Lender
(the "Obligations"), Borrower hereby grants to Lender a floating security
interest and lien, subject to existing liens, in all tangible and intangible
property in which Borrower has a right or interest now existing or hereafter
acquired, wherever such property is located or situated, including all parts,
accessions, substitutions, replacements, proceeds and products thereof, thereto
and therefor (all of the foregoing property and any part thereof being hereafter
called the "Collateral")
3. Miscellaneous. This Agreement shall be governed by and construed in
accordance with the substantive laws of the State of Delaware. This Agreement
constitutes the entire agreement and understanding of the parties with respect
to the subject matter hereof, and no provision hereof may be amended or
otherwise modified without the written consent of the parties. This Agreement
shall be binding upon the successors and assigns of the parties hereto. In the
event that any one or more of the provisions contained herein shall be found to
be invalid, illegal or unenforceable in any respect, the legality, validity and
enforceability of the remaining provisions thereof shall not be affected or
impaired in any way.
IN WITNESS WHEREOF, each of the undersigned have set forth their signature as of
the date first written above.
732498 Ontario Ltd. TTR Inc.
/s/ /s/
per _____________________ per _______________________
