Exhibit 10 d
December 21st, 2000
XX. XXXXXX XXXXXXXX
0000 Xxxx-Xxxxxx Xxxx.
Suite 103
Quebec City (Quebec)
G2C 1X1
Re: Your offer dated December 15th, 2000 (the Offer")
Dear Sir:
We hereby wish to communicate our position vis-a-vis the Offer.
Given the previous discussions concerning the Offer that you
received from Xx. Xxxx Xxxxx, we understand that a mutual re-
acceptable agreement could be comprised to the following
elements:
1. we are not in the presence of a purchase of debts by you or a
company to be formed by you, but an agreement to pay over a
certain period of time a portion of the debt in the amount of
$1,761,088.00 (the Debt") held by Axyn Canada Corporation
("Axyn") against 3720161 Canada Inc. ("Mobilair") The payment of
the Debt would be made in the following manner:
1.1. a deposit of $200,000.00 (the "Deposit") remitted to
Xxxxxxxxx Desjardins acting as a depository within twenty-four
(24) hours following the acceptance of our proposition. The
Deposit shall be applied in a reduction of the Debt at the
closing of the transaction which must take place on December
29th, 2000 ("Closing Date");
1.2. an additional $200,000.00 payable no later than January
31st, 2001 by Xxxxxxxx to Axyn;
1.3. four (4) payments of $200,000.00 each payable respectively
on May 31st, 2001, August 31st, 2001, December 20th, 2001 and
March 31st, 2002. Interests at the prime rate of the Royal Bank
of Canada plus two percent (2%) shall be calculated commencing on
December 29th, 2000 on the $1,000,000.00 portion of the Debt and
any balance of this portion after this above mentioned payments.
The payments of interests shall be made the last day of each
month, starting January 2001;
1.4. if all payments of interests and the repayments of the
principal mentioned hereabove are made as provided, the balance
of the Debt, ($561,088.00) shall be deemed the object of a
release at the final payment on March 31st, 2002.
2. In order to guarantee the Debt, Mobilair shall grant to Axyn a
hypothec in the amount of $1,000,000.00 charging the universality
of its movable property, corporeal and incorporeal, present and
future, regardless of its location ("Hypothec/Axyn"). The
Hypothec/Axyn shall only be preceded by hypothecs respectively
consented to "la Caisse Populaire Xxxxxxxxxx Bellevue de Quebec"
(the "Caisse") and Syscan International Inc. ("Syscan"). The
Hypothec/Axyn shall contain clauses and undertakings similar of
those provided in the hypothec concluded between Syscan and
Mobilair on December 15th, 2000. Axyn shall agree to subordinate
its rank in order that the Hypothec/Axyn be preceded by (i) the
security granted by Xxxxxxxx to the Caisse or to any other
financial institution which shall grant credit destined to the
financing of the current operations of Mobilair, provided that
such security charges current assets (inventory and accounts
receivables) and (ii) any security granted by Xxxxxxxx to lenders
to finance the acquisition of fixed assets in order that such
lenders hold first rank security on such new fixed assets;
3. an agreement shall be concluded between the Caisse and Axyn
providing that if the Caisse intends to terminate the credit
facilities which it consented to Mobilair and/or it intends to
exercise recourse on one or the other of the security charging
the assets of Mobilair, it will give a reasonable notice, not
greater than thirty (30) days, to Axyn in order to permit Axyn to
initiate appropriate measures;
4. you (Xxxxxx Xxxxxxxx) shall grant a solidary suretyship with
Mobilair not less than $100,000.00 in order to secure the
repayments and payments provided hereabove;
5. no later than at the Closing Date, you shall remit to us, at
Xxxxxxxx's cost, three (3) copies of Xxxxxxxx's audited financial
statements as of June 30th, 2000. No later than February 28th,
2001, you shall remit at Mobilair's cost, three (3) copies of
Mobilair audited financial statements for the period commencing
July 1st, 2000 and terminating December 31st, 2000. These
financial statements shall not contain any material differences
from the internal financial statements of Mobilair for the same
periods of time. You shall make the usual declarations and
representations concerning the veracity and exactness of these
financial statements;
6. no later than the Closing Date, you shall remit to us
satisfactory proof that :
6.1. Syscan accepts the settlement agreement and the hypothec
concluded December 15th, 2000 in order to settle its debt against
Xxxxxxxx;
6.2. Axyn has entirely assigned, without any reserve, all rights
and interests that it holds in the assets acquired from Clearnet
and thereafter assigned to Mobilair, including in a non-
limitative manner all rights and interests of Axyn in the
business name "Mobilair", "Mobilair Integration" and "Mobilayre";
6.3. that Messrs Xxxxx Xxxxxx, Xxxxxx Xxxx, Xxxxxxx Xxxxxx, Xxxx
Xxxxxxxxx and Xxxx Xxxxxx renounce to their rights as present or
eventual shareholders of Mobilair.
7. all other provisions of the Offer not modified by the contents
of this proposition are deemed integrated into this proposition
with the necessary modifications;
8. the contracts and documents to be concluded shall include the
usual clauses acceptable to the legal counsels of the parties
involved.
It is agreed that each party shall assume the fees and
disbursements required by such party in relation to the
completion of the proposed transactions.
Please confirm your acceptance of this proposition by signing
where provided under the captioned acceptance. Once accepted,
this proposition shall constitute a contract legally binding the
parties and requiring the parties to perform the necessary acts
in order to complete the contemplated transactions.
AXYN CANADA CORPORATION
By:
Xxxx Xxxxx
ACCEPTANCE
I, the undersigned, hereby confirm my acceptance of the above
proposition contained herein.
Quebec City, this December, 2000.
Xxxxxx Xxxxxxxx
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