LOAN AGREEMENT
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THIS AGREEMENT dated as of the 14th day of August, 2001
BETWEEN:
COYOTE VENTURES CORP., a company
incorporated under the laws of the
State of Nevada
(hereinafter called the "Borrower")
OF THE FIRST PART
AND:
XXXXXX XXXXXXXX, of 0000 Xxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxx, XX, Xxxxxx X0X 0X0
(hereinafter called the "Lender")
OF THE SECOND PART
WHEREAS:
A. The Borrower has requested that the Lender lend $20,000
to the Borrower;
B. The Lender has agreed to lend such sum to the Borrower
subject to the terms and upon the conditions hereinafter set forth.
NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of
the sum of $1.00 paid by each party to the other (the receipt of
which is hereby acknowledged) the parties hereto mutually
covenant and agree as follows:
1. INTERPRETATION
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1.1 Definitions. Where used herein or in any amendment
hereto each of the following words and phrases shall have the
meanings set forth as follows:
(a) "Agreement" means this Loan Agreement including the
Schedules hereto together with any amendments hereof;
(b) "Closing Date" means the date of execution of the Agreement;
(c) "Event of Default" means any event set forth in paragraph 6.1;
(d) "Loan" means the loan of $20,000 to be made by the
Lender to the Borrower in accordance with this
Agreement; and
(e) "Principal Sum" means the sum of $20,000.
1.2 Number and Gender. Wherever the singular or the
masculine are used herein the same shall be deemed to include the
plural or the feminine or the body politic or corporate where the
context or the parties so require.
1.3 Headings. The headings to the articles, paragraphs,
subparagraphs or clauses of this Agreement are inserted for
convenience only and shall not affect the construction hereof.
1.4 References. Unless otherwise stated a reference herein
to a numbered or lettered article, paragraph, subparagraph or
clause refers to the article, paragraph, subparagraph or clause
bearing that number or letter in this Agreement. A reference to
this Agreement or herein means this Loan Agreement, including the
Schedule hereto, together with any amendments thereof.
1.5 Currency. All dollar amounts expressed herein refer to
lawful currency of The United States of America.
2. TERMS OF LOAN
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2.1 Loan and Repayment. The Lender hereby agrees to lend
to the Borrower the Principal Sum of $20,000. The Loan shall be
made in United States currency and shall be repaid by the
Borrower on or before December 31, 2002.
2.2 Interest. The Borrower shall pay on the amount of the
Principal Sum, interest at a rate of 5% per year, payable on
December 31, 2001. The Borrower shall pay interest at the
aforesaid rate on all overdue interest.
2.3 Advances. The Principal shall be advanced by the
lender on execution of this Agreement, in the form of certified
cheque, bank draft or solicitors' trust cheque.
2.4 Pre-Payment. The Borrower may pre-pay all or any
portion of the loan at any time.
3. PROMISSORY NOTE, EXTENSIONS & WAIVER
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3.1 Loan. To evidence the Loan, the Borrower agrees to
enter into a promissory note
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in the form attached hereto as Schedule "A".
3.2 Extensions. The Lender may grant extensions as the
Lender may see fit without prejudice to the liability of the
Borrower or to the Lender's rights under this Agreement or under
the Promissory Note.
3.3 Waiver. The Lender may waive any breach by the
Borrower of this Agreement or of any default by the Borrower in
the observance or performance of any covenant or condition
required to be observed or performed by the Borrower hereunder or
under the Promissory Note. No failure or delay on the part of
the Lender to exercise any right, power or remedy given herein or
by statute or at law or in equity or otherwise shall operate as a
waiver thereof, nor shall any single or partial exercise of any
right preclude any other exercise thereof or the exercise of any
other right, power or remedy, nor shall any waiver by the Lender
be deemed to be a waiver of any subsequent similar or other
event.
4. REPRESENTATIONS AND WARRANTIES
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4.1 Representations. The Borrower represents and warrants
to the Lender, and acknowledges that the Lender is relying upon
such representations and warranties in entering into this
Agreement, as follows:
(a) the Borrower has the capacity to enter into this
Agreement, and the execution of this Agreement and the
completion of the transactions contemplated hereby
shall not be in violation any agreement to which the
Borrower is a party; and
(b) the Promissory Note has been duly executed by the
Borrower and is enforceable against the Borrower in
accordance with its terms.
5. CLOSING ARRANGEMENTS
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5.1 Conditions Precedent. The Lender's obligation to
advance the Principal Sum to the Borrower shall be subject to the
satisfaction of the following conditions:
(a) the representations and warranties of the Borrower
shall be true as of the date hereof and as of the
Closing Date; and
(b) the Borrower shall have complied with all of its
obligations hereunder; and
The foregoing conditions precedent are inserted for the benefit
of the Lender and may be waived in whole or in part by the Lender
at any time prior to closing by delivering to the Borrower
written notice to that effect.
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5.2 Time of Closing. The closing of the Loan shall take
place on execution of this Loan Agreement.
5.3 Deliveries by the Lender. On the Closing Date the
Lender shall deliver or cause to be delivered to the Borrower a
certified cheque, bank draft or solicitors' trust cheque for the
Principal Sum.
6. EVENTS OF DEFAULT AND REMEDIES
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6.1 Events of Default. Any one or more of the following
events, whether or not any such event shall be voluntary or
involuntary or be effected by operation of law or pursuant to or
in compliance with any judgment, decree or order of any court or
any order, rule or regulation of any administrative or
governmental body, shall constitute an Event of Default:
(a) if the Borrower defaults in the payment of any
monies due hereunder as and when the same is due;
(b) if the Borrower defaults in the observance or
performance of any other provision hereof;
(c) if the Borrower commits an act of bankruptcy or
makes a general assignment for the benefit of its
creditors or otherwise acknowledges its
insolvency; or
(d) if the Borrower makes default in the due payment,
performance or observance, in whole or in part, of
any debt, liability or obligation of the Borrower
to the Lender, whether secured hereby or
otherwise.
6.2 Remedies Upon Default. Upon the occurrence of any
Event of Default and at any time thereafter, provided that the
Borrower has not by then remedied such Event of Default, the
Lender may, in its discretion, by notice to the Borrower, declare
this Agreement to be in default. At any time thereafter, while
the Borrower shall not have remedied such Event of Default, the
Lender, in its discretion, may:
(a) declare the Loan and other monies owing by the
Borrower to the Lender to be immediately due and
payable;
(b) demand payment from the Borrower and exercise all
remedies available to the Lender.
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7. MISCELLANEOUS
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7.1 Notices. Any notice required or permitted to be given
under this Agreement or the Promissory Note shall be in writing
and may be given by delivering same or mailing same by registered
mail or sending same by telegram, telex, telecopier or other
similar form of communication to the following addresses:
The Borrower: x/x X'Xxxxx & Xxxxxxx
Xxxxx 0000, 0000 Xxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, XX, Xxxxxx X0X 0X0
The Lender: 0000 Xxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxx, XX, Xxxxxx X0X 0X0
Any notice so given shall:
(a) if delivered, be deemed to have been given at the
time of delivery;
(b) if mailed by registered mail, be deemed to have
been given on the fourth business day after and
excluding the day on which it was so mailed, but
should there be, at the time of mailing or between
the time of mailing and the deemed receipt of the
notice, a mail strike, slowdown or other labour
dispute which might affect the delivery of such
notice by the mails, then such notice shall be
only effective if actually delivered; and
(c) if sent by telegraph, telex, telecopier or other
similar form of communication, be deemed to have
been given or made on the first business day
following the day on which it was sent.
Any party may give written notice of a change of address in
the aforesaid manner, in which event such notice shall thereafter be
given to such party as above provided at such changed address.
7.2 Amendments. Neither this Agreement nor any provision
hereof may be amended, waived, discharged or terminated orally,
but only by an instrument in writing signed by the party against
whom enforcement of the amendment, waiver, discharge or
termination is sought.
7.3 Entire Agreement. This Agreement embodies the
entire agreement and understanding between the parties hereto and
supersedes all prior agreements and undertakings, whether oral or
written, pertaining to the subject matter hereof.
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7.4 Action on Business Day. If the date upon which any act
or payment hereunder is required to be done or made falls on a
day which is not a business day, then such act or payment shall
be performed or made on the first business day next following.
7.5 No Merger of Judgment. The taking of a judgment on any
covenant contained herein or on any covenant set forth in any
other security for payment of any indebtedness hereunder or
performance of the obligations hereby secured shall not operate
as a merger of any such covenant or affect the Lender's right to
interest at the rate and times provided in this Agreement on any
money owing to the Lender under any covenant herein or therein
set forth and such judgment shall provide that interest thereon
shall be calculated at the same rate and in the same manner as
herein provided until such judgment is fully paid and satisfied.
7.6 Severability. If any one or more of the provisions of
this Agreement should be invalid, illegal or unenforceable in any
respect in any jurisdiction, the validity, legality or
enforceability of such provision shall not in any way be affected
or impaired thereby in any other jurisdiction and the validity,
legality and enforceability of the remaining provisions contained
herein shall not in any way be affected or impaired thereby.
7.7 Successors and Assigns. This Agreement shall enure to
the benefit of and be binding upon all parties hereto and their
respective heirs, personal representatives, successors and
assigns, as the case may be.
7.9 Governing Law. This Agreement shall be governed by and
be construed in accordance with the laws of the Province of
British Columbia and the parties hereto agree to submit to the
jurisdiction of the courts of British Columbia with respect to
any legal proceedings arising herefrom.
7.10 Independent Legal Advice. This Agreement has been
prepared by X'Xxxxx & Company acting solely on behalf of the
Borrower and the Lender acknowledges that she has been advised to
obtain independent legal advice.
7.11 Time. Time is of the essence of this Agreement.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
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7.12 Headings. The headings of the paragraphs of this
Agreement are inserted for convenience only and do not define,
limit, enlarge or alter the meanings of any paragraph or clause
herein.
7.13 Counterparts. This agreement may be executed in one or
more counter-parts, each of which so executed shall constitute an
original and all of which together shall constitute one and the
same agreement.
IN WITNESS WHEREOF the parties hereto have caused this Agreement
to be duly executed and delivered as of the day and year first
written above.
THE BORROWER:
COYOTE VENTURES CORP.
by its authorized signatory:
/s/ Xxxxx X. Xxxxxxxx
________________________________
Xxxxx X. Xxxxxxxx
THE LENDER:
/s/ Xxxxxx Xxxxxxxx
_______________________________
XXXXXX XXXXXXXX
SCHEDULE "A"
PROMISSORY NOTE
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EXECUTED BY: COYOTE VENTURES CORP.
(the "Borrower")
IN FAVOUR OF: XXXXXX XXXXXXXX
(the "Lender")
PRINCIPAL AMOUNT: $20,000 (U.S.)
DATE OF EXECUTION: AUGUST 14, 0000
XXXXX XX XXXXXXXXX: XXXXXXXXX, XX, XXXXXX
FOR VALUE RECEIVED the Borrower hereby promises to pay to or to the
order of the Lender on December 31, 2002, the principal sum of
$20,000 (U.S.), together with interest thereon at the rate of 5%
per annum, calculated and compounded annually, both before and
after maturity from the date hereof.
The Borrower waives presentment, demand, notice, protest and notice
of dishonour and all other demands and notices in connection with
the delivery, acceptance, performance, default or enforcement of
this Promissory Note.
The Borrower agrees this Promissory Note may be negotiated,
assigned, discounted, or pledged by the Lender and in every case
payment will be made to the holder of this Promissory Note instead
of the Lender upon notice being given by the holder to the
undersigned, and no holder of this Promissory Note will be affected
by the state of accounts between the undersigned and the Lender or
by any equities existing between the undersigned and the Lender and
will be deemed to be a holder in due course and for the value of
the Promissory Note held by him.
DATED at Vancouver, BC, this 14th day of August, 2001.
COYOTE VENTURES CORP.
by its authorized signatory
/s/ Xxxxx Xxxxxxxx
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Signature of Authorized Signatory
Xxxxx Xxxxxxxx
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Name of Authorized Signatory
