ASSIGNMENT AGREEMENT
THIS AGREEMENT is made as of the 30th day of September, 2002.
B E T W E E N:
TRILON BANCORP INC., a corporation incorporated
under the laws of the Province of Ontario
(the "Assignor")
- and -
FT CAPITAL LTD., a corporation incorporated under
the laws of the Province of Alberta
(the "Assignee")
RECITALS:
A. M.E.V. ("Debtor") is currently indebted to the Assignor pursuant to a
loan agreement dated July 31, 2001 as amended by amending agreements
dated December 31, 2001, January 7, 2002, April 8, 2002 and June 8,
2002 in the aggregate amount of US$5,336,361 for principal and
interest (the "Indebtedness), particulars of which are set out in
Schedule A hereto;
B. S.V. has guaranteed the obligations of the Debtor to the Assignor
pursuant to a guarantee dated April 8, 2002; Hammock Group Ltd. has
guaranteed the obligations of the Debtor to the Assignor pursuant to a
guarantee dated June 1, 2002; Big Fish Ltd. has guaranteed the
obligations of the Debtor to the Assignor pursuant to a guarantee
dated June 1, 2002; Carmavic Realty Inc. has guaranteed the
obligations of the Debtor to the Assignor pursuant to a guarantee
dated December 31, 2001; 810990 Alberta Ltd. has guaranteed the
obligations of the Debtor to the Assignor pursuant to a guarantee
dated June 27, 2002; (together the "Guarantees");
C. As security for the Indebtedness and the Guarantees, the Assignor holds
the security listed in Schedule B hereto (collectively the "Security");
D. The Assignee has agreed to purchase from the Assignor, and the Assignor
has agreed to sell to the Assignee, the Indebtedness, the Guarantees
and Security (collectively the "Assets"), upon payment by the Assignee
to the Assignor of the amount of the Indebtedness plus costs as of the
date hereof.
NOW THEREFORE in consideration of the sum of $1.00 now paid by the
Assignee to the Assignor and other good and valuable consideration (the receipt
and sufficiency of which are hereby acknowledged):
1. (a) The Assignor hereby transfers, assigns and sets over unto the
Assignee, its successors and assigns, without recourse, the Assets and
all its right, title, interest, property, claim and demand whatsoever
therein and thereto and the full benefit of all rights, powers,
covenants and provisos therein contained and all and any claims or
rights of action arising therefrom or in connection therewith, to have
and to hold the Assets and each and every part thereof, and all the
right, title and interest of the Assignor therein and thereto unto and
to the use of the Assignee.
(b) The Assignor releases to the Assignee all its claims against
the Assets.
2. The Assignor represents and warrants as follows to the Assignee and
acknowledges and confirms that the Assignee is relying upon such
representations and warranties in entering into this agreement:
(a) the Assignor has the full right, power and authority to enter
into this agreement and to perform its covenants hereunder;
(b) the facts contained in the recitals to this agreement are true
and correct; and
(c) the Assignor has not sold, transferred, assigned, alienated,
released or encumbered the Assets or any part thereof.
3. The representations and warranties contained in paragraph 2 hereof
shall survive for a period of 1 year from the date hereof.
4. Save and except as contained in paragraph 2 hereof, the Assignor is not
making any representations or warranties to the Assignee in respect of
the Assets or the Debtor. Without limitation, the Assignee acknowledges
that it has relied entirely on its own investigations and due
diligence, that it is purchasing the Assignor's right, title and
interest in the Assets on an "as is, where is" basis and that no
representations, conditions or warranties are expressed or can be
implied as to title, encumbrances, description, quality or quantity
thereof or in respect of any other matter or thing whatsoever, except
as specifically represented and warranted in paragraph 2.
5. The Assignor shall from time to time hereafter, at the reasonable
request of the Assignee and at the cost of the Assignee, make, do,
execute or deliver, or cause to be made, done, executed or delivered,
all such further acts, instruments and assurances necessary or
desirable to more effectually assign over the Assets to the Assignee as
set out in this
agreement. Without limitation, such further acts, instruments and
assurances shall include any documents required to be filed or executed
pursuant to the provisions of any statutes governing the Assets or any
part thereof.
6. This agreement shall be governed by and construed in accordance with
the laws of the Province of Ontario and the laws of Canada applicable
therein.
7. This agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective successors and assigns.
IN WITNESS WHEREOF the parties have executed this agreement.
TRILON BANCORP INC.
By:
-----------------------------------
FT CAPITAL LTD.
By:
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SCHEDULE A
Indebtedness of M.E.V. to Trilon Bancorp Inc. As at September 30, 2002 pursuant
to a loan agreement dated July 31, 2001 as amended by amending agreements dated
December 31, 2001, January 7, 2002, April 8, 2002 and June 8, 2002.
US Dollar Advances Canadian Dollar Advances
Principal: $3,564,909.13 $2,500,000
Interest: $130,648.79 $62,758.66
Maintenance Fee $ 33,198.58 $19,505.65
Total Indebtedness: $ 3,732,754.14 $2,582,264.21
SCHEDULE B
Security held by Trilon Bancorp Inc. pursuant to a loan agreement dated July
31, 2001 as amended by amending agreements dated December 31, 2001, January 7,
2002, April 8, 2002 and June 8, 2002 between Trilon Bancorp Inc. as lender and
M.E.V as borrower and S.V., Hammock Group Ltd., Big Fish Ltd., Carmavic Realty
Inc. and 000000 Xxxxxxx Ltd. as Guarantors pursuant to various guarantees.
A. S.V.
1. Charge/Mortgage of Land in the amount of $9,000,000 on
property located in the Town of Xxxxxxxx and more particularly
described as Part Lot 15, Concession 9 in the Town of
Xxxxxxxx, Regional Municipality of York, Part 1, 2 and 3 on
reference plan no. 65R-2624.
2. Mortgage and Security Agreement on property located at Unit
504 , Grand Bay Tower, a condominium according to the
declaration thereof, recorded in Official Records Book 18893,
Page 1027, of the Public Records of Miami-Dade County ,
Florida.
X. XXXXXXX GROUP LTD.
3. Pledge and Security Agreement dated June 1, 2002 secured on
2,310,994 shares of Chell Group Corp.
C. BIG FISH LTD.
4. Pledge and Security Agreement dated June 1, 2002 secured on
1,890, 493 shares of Chell Group Corp. and all indebtedness
and liability owed by BOTB Corporation to Big Fish Ltd.
pursuant to the secured US$1,000,000 promissory note dated as
of June 1, 2002 issued by BOTB Corporation to Big Fish Ltd.
D. CARMAVIC REALTY INC.
7. Charge/Mortgage of Land in the amount of US$4,446,896.13 on
property located at 000-000 Xxxxxxx Xxxx, Xxxxxxx, Xxxxxxx,
X0X 0X0 and more particularly described as Xxx 0, Xxxx 000 xxx
Xxxx 0, 0,0 and 4, Plan 861 in the City of Toronto, registered
on January 8, 2002.
8. General Security Agreement dated December 31, 2001.
E. 810990 ALBERTA LTD.
9. Mortgage of Land in the amount of US$1,000,000 on property located at
00000 Xxxxx Xxxxxxxxxx Xxxx, Xxxxxxx, Xxxxxxx and more particularly
described as Plan 1415LK, Block D, Lot 2.
