EXHIBIT 10.17
LOAN AGREEMENT
THIS AGREEMENT made this 3rd day of July, 2001,
B E T W E E N
PIERRE ST-ARNAUD
Hereinafter called the Executive
OF THE FIRST PART;
- and -
SR TELECOM INC.
Hereinafter called the Corporation
OF THE SECOND PART;
WHEREAS, pursuant to a Circular filed with regulatory authorities
as of the 31st day of May, 2001, the Corporation made an offering of Rights to
subscribe for common shares in the capital stock of the Corporation at a
purchase price of $1.60 per share (the "SUBSCRIPTION PRICE");
AND WHEREAS, the offering expires on the 3rd day of July, 2001;
AND WHEREAS, the Executive, having acquired subscription rights,
has agreed to exercise such Rights as of the date hereof;
AND WHEREAS, at a meeting held on the 21st day of June, 2001, the
Directors of the Corporation approved an offer of financial assistance to the
Executive in relation to such exercise, subject to the receipt by the
Corporation of appropriate security;
NOW THEREFORE the parties agree
1. The Executive will purchase a total of 65,000 shares,
but will require financial assistance with respect to
the purchase of 43,750 shares only.
2. The Corporation will lend to the Executive the sum of
$70,000 at an interest rate of 5% per annum.
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3. The Executive will repay the principal amount of the
loan in full on the 3rd day of July, 2006, and will
also pay interest calculated yearly, not in advance,
at the rate of 5% per annum as well after as before
maturity and both before and after default on such
portion of the principal as remains from time to time
unpaid on the 3rd day of July in each year; the first
payment of interest to be computed from the 3rd day of
July, 2001, upon the whole amount of principal
secured, to become due and payable on the 3rd day of
July, 2002.
4. The Executive will have the privilege of prepaying the
whole or any part of the principal sum at any time
without notice or bonus provided, however, that such
prepayment shall be made in the principal amount of
$1,600 or any multiple thereof and provided also that
interest, calculated on the amount prepaid and
computed to the date of actual prepayment, shall be
paid at the time of any prepayment.
5. In evidence of the loan herein provided for, the
Executive will execute a promissory note in the form
set out in Annex A hereto and, as security for
repayment, will enter into a Pledge Agreement as set
out in Annex B hereto.
IT IS EXPRESSLY UNDERSTOOD AND AGREED however that,
notwithstanding anything hereinbefore contained, should the Executive leave the
employment of the Corporation prior to the 3rd day of July 2006, the amount of
principal then outstanding and interest thereon shall, at the option of the
Corporation be paid forthwith upon demand.
IN WITNESS WHEREOF the parties hereto have executed this
Agreement as of the date first above written.
SIGNED, SEALED AND DELIVERED )
in the presence of )
) /s/ PIERRE ST. ARNAUD
) ___________________________________
) PIERRE ST. ARNAUD
)
)
) SR TELECOM INC.
)
) /s/ XXXXX XXXXX
) Per: _____________________________
)
) _____________________________
ANNEX "A"
P R O M I S S O R Y N O T E
On 3 July, 2006, the undersigned PIERRE ST-ARNAUD promises to pay
to the order of SR Telecom Inc., at 0000 Xxxxx-Xxxxxx Xxxxxxx, Xx. Xxxxxxx,
Xxxxxx, the sum of SEVENTY THOUSAND DOLLARS ($70,000), with interest computed
from July 3, 2001 and calculated and payable annually at the rate of five per
cent (5%) per annum. Interest payable both before and after default.
Notwithstanding anything hereinbefore contained, should, prior to the 3rd day of
July 2006, default occur in payment of any amount due hereunder and continue for
a period of thirty days, or, should, prior to such date, the undersigned cease
to be employed by SR Telecom Inc., then, upon the occurrence of any such event,
the amount of principal outstanding and interest thereon shall, at the option of
SR Telecom Inc., be paid forthwith upon demand, provided however that, in the
event of the undersigned ceasing to be employed by SR Telecom Inc., no demand
shall be made prior to the 90th day following the date of cessation.
VALUE RECEIVED
DATED this 3rd day of July, 2001.
/s/ PIERRE ST. ARNAUD
_________________________________
PIERRE ST. ARNAUD
ANNEX "B"
PLEDGE AGREEMENT
THIS AGREEMENT made this 3rd day of July, 2001.
B E T W E E N:
PIERRE ST-ARNAUD
Hereinafter called the PLEDGOR
OF THE FIRST PART;
- and -
SR TELECOM INC.
Hereinafter called the PLEDGEE and
sometimes the CORPORATION
OF THE SECOND PART
- and -
KING YONGE DEPOSITARIES INC.
Hereinafter called the ESCROW AGENT
OF THE THIRD PART
WHEREAS, with the assistance of the Corporation, the Pledgor has
this day purchased Forty Three Thousand Seven Hundred & Fifty (43,750) common
shares (the FINANCED SHARES) in the capital stock of the Corporation for an
aggregate price of Seventy Thousand ($70,000) (the PURCHASE PRICE) pursuant to
the exercise of Rights to subscribe for common shares acquired by the Pledgor
subsequent to the filing with regulatory authorities of a Circular dated the
31st day of May, 2001,
AND WHEREAS the aggregate Purchase Price of Seventy Thousand
Dollars was advanced to the Pledgor by the Pledgee under a Loan Agreement of
even date herewith pursuant to which the Pledgor delivered a Promissory Note
executed in the form set out in Annex A thereto,
AND WHEREAS the Loan Agreement provides that the Note shall be
secured by a pledge of the Financed Shares (such shares so pledged being
hereinafter referred to as the PLEDGED SHARES), on the terms and conditions
hereinafter appearing;
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AND WHEREAS the Pledgor has agreed to deliver to the Escrow Agent
certificates representing such Pledged Shares duly endorsed in blank for
transfer;
NOW THEREFORE this Agreement WITNESSETH that in consideration of
the premises and of the respective covenants and conditions hereinafter
contained and other good and valuable consideration (the receipt and sufficiency
whereof is hereby acknowledged by the parties hereto), the parties hereto
covenant and agree each with the other as follows:
1. The Pledgor and the Pledgee hereby appoint the Escrow
Agent, and the Escrow Agent hereby agrees to act as
escrow agent in accordance with the terms and
conditions of this Agreement.
2. Subject as hereinafter provided, certificates
representing the Pledged Shares shall be retained by
the Escrow Agent as security for the payment of the
principal due and payable under the Note. During the
term of this Agreement, and while the Pledged Shares
represented by such certificates have not been
released to the Pledgor, the Pledged Shares shall not
be transferred, hypothecated, or otherwise alienated,
by the Pledgor without the prior written consent of
the Pledgee.
3. The Pledged Shares shall remain the property of the
Pledgor, and the Pledgor shall be entitled to exercise
all voting rights in respect of the Pledged Shares
unless and until default as hereinafter defined shall
occur.
4. When the Note is paid, the Escrow Agent shall
forthwith deliver to the Pledgor a certificate
representing the Pledged Shares or the residual number
held in escrow at the time of full payment, it being
understood and agreed that the Pledgor may at any time
obtain a release from escrow of shares in lots of one
thousand (1,000) or any multiple thereof on payment of
the sum of One Thousand Six Hundred Dollars ($1,600)
for each one thousand (1,000) share lot for which a
release is requested.
5. If default is made by the Pledgor in the payment of
principal or interest due and payable under the Note,
and such default continues for a period of thirty (30)
days after written notice thereof by the Pledgee to
the Pledgor, and the Pledgee gives notice of the
default of the Pledgor to the Escrow Agent, the Escrow
Agent shall forthwith give notice to the Pledgor of
such default, and if payment of the amount owing under
the Notes is not made within fifteen (15) days of the
giving of such notice by the Escrow Agent to the
Pledgor, the Escrow Agent is hereby authorized and
directed, upon the written request of the Pledgee,
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to sell, and he shall sell the Pledged Shares, or any
part thereof, as hereinafter provided. Such sale of
the Pledged Shares may be public or private, for cash,
or upon credit, or partly for cash and partly for
credit, for the best price, and upon such terms and
conditions as the Escrow Agent may be able to obtain.
The Pledgee may become a purchaser on any such sale.
Such sale may be made by the Escrow Agent without any
covenant or warranty on his part, and without recourse
to him, and any such sale shall vest in the purchaser
good and indefeasible title to the Pledged Shares, or
any part thereof, free of any right or equity of
redemption, which right or equity is hereby expressly
waived and released by the Pledgor. After deducting
all expenses of sale, and all sums due to the Escrow
Agent hereunder, the proceeds of sale of the Pledged
Shares shall be applied to the payment of principal
and interest due under the Notes, or any of them, and
the surplus, if any, shall be paid to the Pledgor.
Should the proceeds of sale of the Pledged Shares be
less than the aggregate of the Note due and payable
immediately prior to the time default occurred, then
the Pledgor shall be liable to pay the Pledgee the
amount of such deficiency.
6. If the Pledged Shares, or any of them, are changed,
classified, subdivided, consolidated or converted into
a different number or class of shares or otherwise,
the shares or other securities resulting from such
change, classification, reclassification, subdivision
or conversion, shall be delivered to and held by the
Escrow Agent in place of the Pledged Shares, and the
provisions hereof shall apply thereto.
7. Until such time as the Escrow Agent is required to
deliver the certificates representing the Pledged
Shares to the Pledgor, the Pledgor shall be entitled
to receive all cash dividends paid in respect of any
of the Pledged Shares; provided, however, that any
shares or securities which are issued by the
Corporation to the Pledgor on account of the Pledged
Shares by way of stock dividend or otherwise, shall be
deposited by the Pledgor with the Escrow Agent, and
shall be deemed to be Pledged Shares, and the
provisions hereof shall apply thereto.
8. This Agreement shall be binding upon and shall enure
to the benefit of the parties hereto and their
respective heirs, legal personal representatives,
successors and assigns.
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IN WITNESS WHEREOF the parties hereto have duly executed this
Agreement on the day and year first above written.
SIGNED, SEALED AND DELIVERED )
in the presence of ) /s/ Pierre St. Arnaud
) __________________________________
) PIERRE ST. ARNAUD
)
) SR TELECOM INC.
)
Per:__________________________
) ______________________________
)
) KING YONGE DEPOSITARIES INC.
)
} /s/ X. X. Xxxxx
) Per: ___________________________
)
) ___________________________
P R O M I S S O R Y N O T E
On 3 July, 2006, the undersigned PIERRE ST-ARNAUD promises to pay
to the order of SR Telecom Inc., at 0000 Xxxxx-Xxxxxx Xxxxxxx, Xx. Xxxxxxx,
Xxxxxx, the sum of SEVENTY THOUSAND DOLLARS ($70,000), with interest computed
from July 3, 2001 and calculated and payable annually at the rate of five per
cent (5%) per annum. Interest payable both before and after default.
Notwithstanding anything hereinbefore contained, should, prior to the 3rd day of
July 2006, default occur in payment of any amount due hereunder and continue for
a period of thirty days, or, should, prior to such date, the undersigned cease
to be employed by SR Telecom Inc., then, upon the occurrence of any such event,
the amount of principal outstanding and interest thereon shall, at the option of
SR Telecom Inc., be paid forthwith upon demand, provided however that, in the
event of the undersigned ceasing to be employed by SR Telecom Inc., no demand
shall be made prior to the 90th day following the date of cessation.
VALUE RECEIVED
DATED this 3rd day of July, 2001.
/s/ Pierre St. Arnaud
_________________________________
PIERRE ST. ARNAUD
