EXHIBIT 10.1
Master Hongkong Bank Leasing Lease
Equipment Division of Hongkong Bank of Canada Number 998011BC
Lease 0xx Xxxxx - 000 Xxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0XX0
Lessor Hongkong Bank of Canada
Lessee MULTICORP HOLDINGS INC.
Address 0000 XXXXXXXXX XXXXXXX
XXXXXXXXX, XxX, X0X 0X0
1. LEASE. Lessor leases to Lessee and Lessee leases from Lessor the collateral
described in the Schedule(s) annexed hereto together with all parts,
accessories and equipment, now or hereafter attached to or forming a part
thereof and Lessee grants a security interest in all proceeds therefrom
including all types and kinds of personal property including, without
limitation, trade-ins, accounts, building materials, chattel paper,
contracts, contract rights, documents of title, rental payments, insurance
payments, fixtures, instruments, money, inventory, leases, securities,
equipment and any other goods or intangibles received as a result of the
said goods, chattels and movable property being sold, dealt with or
otherwise disposed of (the foregoing collateral and proceeds being herein
called the "Collateral"). Each schedule shall constitute a separate lease
of the collateral described therein from Lessor to Lessee on the terms,
covenants and conditions set forth herein and in each Schedule.
2. RENT.
(a) The rent described in each Schedule shall be payable, at the times
specified in such Schedule, to Lessor at 4th floor - 000 Xxxx Xxxxxxx
Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0 or such other place as
Lessor may, in writing, designate. Any overdue payment of rent or any
other sum due hereunder shall bear interest from the due date to the
date of payment at the rate of the Prime Rate plus 3.0% per annum
calculated and compounded monthly.
(b) Lessee shall not be entitled to any abatement, compensation, reduction
of or act-off against any rental payments due, including, but not
limited to, abatements, compensations, reductions, counterclaims or
set-offs due or alleged to be due to Lessee from Lessor, or by reason
of any past, present, or future claims of Lessee against Lessor under
this lease or otherwise; nor shall this lease terminate, or the
respective obligations of Lessor or Lessee be otherwise affected by
reason of defect in, or damage to, or loss of possession, or loss of
use of or destruction of the Collateral from whatever cause, the
prohibition or the restriction of Lessee's use of the Collateral, the
interference with such use by any private person or entity, or for any
other cause, whether similar or dissimilar to the foregoing, any
present or future law to the contrary notwithstanding: it being the
intention of the parties hereto that the rental amounts due pursuant
to each Schedule and other amounts payable by Lessee hereunder shall
continue to be payable in all events in the manner and at the times
provided in each Schedule unless the obligation to pay the same shall
be terminated pursuant to the express provisions of this lease or any
Schedule hereto.
3. TERM. Notwithstanding the date of delivery of the Collateral specified in
each Schedule, the term of this lease shall, with respect to the Collateral
described in each Schedule, commence at the date and continue for the term
specified in such Schedule.
4. USE. Lessee shall not, without prior written consent of Lessor, change the
location of the Collateral from that specified in the Schedule nor change
the use of the Collateral to any use which could in any way result in a
change of capital cost allowance class from that specified in the Schedule.
The Collateral shall be used by the Lessee for commercial, industrial,
professional or handicraft purposes only. The Lessee shall not affix the
Collateral to real or immovable property nor to any goods, chattels, or
movable property not otherwise leased hereunder without the prior written
consent of the Lessor.
5. ORDER, DELIVERY, INSTALLATION. Order, delivery and installation of the
Collateral shall be entirely at the Lessee's risk and expense and shall be
arranged by the Lessor on behalf of and as agent for the Lessee in a manner
and upon terms and conditions according to the Lessee's written
instructions and, to the extent such instructions are not provided,
according to the Lessor's sole discretion but still at the Lessee's risk
and expense. The Lessee hereby indemnifies and covenants to save harmless
the Lessor from and against all claims and liabilities howsoever arising
out of or in connection with such order, delivery and installation
including but not limited to delays in or refusal to accept delivery.
6. TITLE. The Lessor shall at all times have and retain whatever title to the
Collateral is acquired by the Lessor from the seller or manufacturer of the
Collateral. The Lessee shall have no right, title or interest in the
Collateral other than the right of possession and use in accordance wi th
the terms hereof and the right conferred by paragraph 15 hereof. The Lessee
acknowledges that the Collateral is and shall remain personal or movable
property.
7. WARRANTIES. Lessee has selected the Collateral and the seller thereof.
Lessee acknowledges that the Lessor has made no representation or warranty
with respect to the Collateral, its condition, design, durability,
operation, suitability or fitness for the use intended by the Lessee, its
freedom from liens and encumbrances, the Lessor's good title thereto, or as
to any other matter or thing whatsoever and all warranties whether express
or implied are, to the extent permitted by law, hereby excluded. Lessee
shall unconditionally and without set-off or compensation pay the rent
stipulated in each Schedule even if the Collateral does not operate as
intended by the Lessee, or at all, or as represented by the manufacturer or
the seller or the Collateral operates or fails to operate or performs in a
manner that could give rise to a fundamental breach of contract or is
unacceptable for any other reason whatsoever. Lessor shall not be liable to
the Lessee for any loss, cost, damage or expense of any kind or nature
caused directly or indirectly by the Collateral or the use, ownership or
maintenance thereof or for any loss of business or other damages whatsoever
and howsoever caused. Lessor hereby assigns to Lessee for the term hereof
only all assignable rights under any warranty given to the Lessor by the
seller or manufacturer of the Collateral, and at Lessee's expense, agrees
to co-operate reasonably with Lessee in the enforcement of any such
warranties.
8. REPAIRS. The Collateral shall be at the risk of the Lessee who shall
maintain, repair, overhaul, service and keep the Collateral in a good and
substantial manner and shall maintain the Collateral in a condition
equivalent to its condition at the commencement of this lease, fair wear
and tear only excepted and in a fully operative condition in conformity
with any recommendations for maintenance or otherwise which may from time
to time be made by any manufacturer or seller of the Collateral and in
conformity with all applicable laws, orders, rules, regulations and
directives of any government departments, boards or authorities. In the
event of loss, damage or destruction to or of the Collateral, Lessee shall
immediately give notice to the Lessor of such loss, damage or destruction
and Lessee shall at the Lessor's option forthwith repair or replace the
Collateral with similar equipment of equivalent value. All parts,
mechanisms and devices added to the Collateral whether by way of repair,
alteration, addition or improvement shall immediately become property of
Lessor and part of the collateral for all purposes hereof.
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9. INSURANCE. Lessee shall obtain, and maintain for the entire term of this
lease, at its own expense, property damage and liability insurance and
insurance against loss or damage to the Collateral including without
limitation, loss by fire, (including extended coverage) theft, collision
and such other risks of loss as are customarily covered by insurance on the
type of Collateral leased hereunder and by prudent operators of businesses
similar to that in which Lessee is engaged, in such amounts, in such form
and with such insurers as shall be satisfactory to Lessor. The amount of
insurance covering damage to or loss of the Collateral shall not be less
than the greater of the full replacement value of the Collateral or the
installments of rent then remaining unpaid hereunder. Each insurance policy
will name Lessee and Lessor as insureds, will name Lessor as loss payee
thereof, and shall contain a clause requiring the insurer to give to Lessor
at least 30 days prior written notice of any alteration in the terms of
such policy or the cancellation thereof. Lessee shall furnish to Lessor a
certificate of insurance or other evidence satisfactory to Lessor that such
insurance coverage is in effect, provided, however that Lessor shall be
under no duty either to ascertain the existence of or to examine such
insurance policy or to advise Lessee in the event such insurance coverage
shall not comply with the requirements hereof. Lessee further agrees to
give Lessor prompt notice of any damage to or loss of the Collateral or any
part thereof. Lessee will at its expense make all proofs of loss and take
all other steps necessary to recover insurance benefits, unless advised in
writing by Lessor that Lessor desires so to do, at Lessee's expense.
Proceeds of insurance will be disbursed by Lessor against satisfactory
invoices for repair or replacement of Collateral, provided this lease not
then be in default. Performance by Lessee under this paragraph will not
affect or release Lessee's obligations and liabilities herein elsewhere
provided.
10. LESSEE'S COVENANTS. The Lessee covenants with the Lessor:
(a) that the Lessor or its agents shall have the right at all reasonable
times to fully inspect the Collateral and any parts thereof, or any
documents relating thereto, to determine the condition of the
Collateral, and to further determine whether or not the Lessee is
performing according to t he covenants and conditions herein contained
or for any other purpose;
(b) to operate, use and maintain the Collateral at all times and to
maintain all records, logs and other materials in conformity with all
the applicable laws, orders, rules, regulations and directives of
governmental departments, boards or authorities, and in conformity
with any limitations or restrictions of performance or any published
instructions and specifications which may from time to time be
recommended by the manufacturers or sellers of the Collateral;
(c) not to use or operate the Collateral or permit it to be used or
operated illegally or contrary to any applicable laws, regulations,
orders, rules or directives of any power or government or agency
thereof having jurisdiction, or contrary to any terms of any insurance
policy in force in connection with the Collateral or in any way other
than in a careful and prudent manner and to indemnify and hold the
Lessor harmless from and against any and all actions, claims, demands,
prosecutions, administrative proceedings and any similar assertions or
threats in any way arising out of the custody, use, or operation of
the Collateral during the term of this lease, and to assume liability
and pay for any and all transgressions, defaults, fines, penalties or
forfeitures incurred, suffered or assessed against the Lessor or the
Lessee during the term of the lease together with all legal fees,
costs and expenses incidental to the foregoing to the complete
exoneration of the Lessor;
(d) to cause the Collateral to be operated only by competent and qualified
operators;
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(e) to keep the Collateral free and clear of all seizures, forfeitures,
liens, claims, privileges, debts, taxes, charges, pledges,
encumbrances or adverse claims of any nature whatsoever;
(f) to pay, when due, all license fees and other fees and assessments
necessary for the securing of licenses, or other similar permits for
the operation of the Collateral and, further, to pay, when due, and/or
indemnify the Lessor from all taxes, fees, assessments or other levies
now and hereafter imposed by any provincial, federal or local
government upon the Collateral, or upon the delivery, purchase,
leasing, use, ownership, operation, possession, sale or return
thereof, whether assessed to the Lessor or to the Lessee; provided
that upon payment of such fees, assessments, taxes or levies, the
Lessee will immediately deliver the receipts for such payments to the
Lessor, and that if the Lessor pays (which it may, but is not obliged
to do) any sum or sums which is an obligation of the Lessee under this
lease, then the amount of such payments shall be forthwith payable by
the Lessee to the Lessor and if not so paid shall bear interest from
the date such payment is due at the Prime Rate plus 3 % per annum
calculated and compounded monthly;
(g) to furnish at its own cost and expense all fuel, oils, lubricants and
other material necessary for the operation and maintenance of the
Collateral;
(h) to indemnify and save the Lessor harmless from and against all costs,
claims, demands, expenses, liabilities, awards, actions and causes of
action for loss or damage or injury (including death) of persons or
property or of any other nature and kind whatsoever arising from this
lease or in any way relating to the use, operation or ownership of the
Collateral during the term of this lease and whether caused by
Lessee's negligence or otherwise including without limitation, the
manufacture, selection, purchase, character, safety, condition,
delivery, refusal by the Lessee to accept delivery, possession,
operation, sale, storage or return of the Collateral; and that the
Lessor shall not be responsible to the Lessee for any loss of use of
the Collateral or any part thereof duri ng the term of the lease
whatever may be the cause of such loss of use;
(i) to place such insignia, plates or other identification on the
Collateral or any part thereof showing Lessor's title thereto as
Lessor may from time to time request at Lessee's expense and if
placed, the Lessee shall not remove, conceal or alter the same;
(j) that the Lessee will not without the prior written consent of the
Lessor, sublet or otherwise relinquish possession (except for required
or scheduled maintenance or as otherwise permitted pursuant to this
lease) of the Collateral or any part thereof, or assign any of its
rights hereunder;
(k) to execute all such further documents and do all such further acts and
things as the Lessor may reasonably require for the purpose of
registering this lease at any registries or offices of governmental
departments, boards or authorities, domestic or foreign, so as to
evidence and/or protect the interest of the Lessor in the Collateral
and this lease;
(l) not to claim or attempt to claim capital cost allowance in respect of
the Collateral;
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EXHIBIT 10.1
(m) to pay any and all reasonable costs of the Lessor (including legal
fees and disbursements on a solicitor and own client basis) in: (i)
considering and granting any waivers and consents required to be given
under this lease; and (ii) any action or consideration required by the
Lessor relati ng to any option granted herein; and (iii) any action or
consideration required in respect of any insurance claim; (iv)
inspecting the Collateral, investigating title to the Collateral,
negotiating and preparing all documentation in connection with this
lease, registering or perfecting this lease or the Lessor's interests
herein at all offices of public record and al renewals and amendments
of the same, taking, recovering and keeping possession of the
Collateral, and any other proceedings taken in connection with or to
enforce the provisions of this lease.
(n) that the Lessee will not change its name or enter into any
amalgamation agreement, merger or other corporate proceedings whereby
its name shall change without providing the Lessor with at least 30
days' prior written notice. of any such change of name;
(o) to deliver to the Lessor within 120 days after the end of each of its
fiscal years the consolidated balance sheet and income statement of
Lessee for such year.
11. RETURN OF COLLATERAL. Upon termination of this lease, the Lessee shall, at
its own expense and in a prudent manner, immediately return the Collateral
free of all liens, encumbrances and adverse claims of every nature to the
Lessor at such location as the Lessor shall designate and in the same
condition as at the commencement of this lease, fair wear and tear
excepted. Provided that the Lessor may, by notice given to the Lessee on or
prior to the termination of this lease, require the Lessee at its expense
to dispose of the Collateral upon termination in such manner as the Lessor
may reasonably request.
12. DEFAULT. The occurrence or happening of any one or more of the following
events shall constitute an event of default:
(a) the Lessee shall fail to make any rent payment or other payments
required hereunder when due and such failure shall continue unremedied
for a period of 20 days after written notice by Lessor; or
(b) the Lessee removes the Collateral from its place of location stated on
the Schedule without the Lessor's prior written consent; or
(c) the Lessee parts with possession of the Collateral; or
(d) the Lessee purports to sell, assign, transfer, sublet, pledge,
hypothecate or otherwise suffer a lien, encumbrance or other adverse
claim of any kind upon or against any interest in this lease or the
Collateral without the Lessor's prior written consent; or
(e) the Collateral is put to abnormal use likely to result in accelerated
depreciation; or the Lessee shall fail to perform or observe any
covenant, condition or agreement to be performed or observed by it
hereunder and such failure shall continue unremedied for a period of
20 days after writt en notice thereof by Lessor; or
(g) any representation or warranty made by Lessee herein or in any
document or certificate furnished Lessor in connection herewith or
pursuant hereto shall prove to be incorrect at any time in any
material respect; or
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(h) the Lessee or any Indemnifier shall become insolvent or bankrupt or
make an assignment for the benefit of creditors or consent to the
appointment of a trustee or receiver; or a trustee or a receiver shall
be appointed for Lessee or any Indemnifier or for a substantial part
of any of their property without consent and shall not be dismissed
within a period of 30 days; or bankruptcy, reorganization or
insolvency proceedings shall be instituted by or against Lessee or any
Indemnifier and if instituted shall not be dismissed within a period
of 30 days; or
(i) if the Collateral or any material part thereof is seized under legal
process, confiscated, sequestered or attached or if a distress is
levied thereon; or
(j) if Lessee or any Indemnifier is a corporation and
(i) the control or beneficial ownership thereof changes from that
which existed at the date of execution of this lease;
(ii) any special resolution is passed or other proceedings taken
regarding the wind-up of the corporation;
(iii)it ceases to carry on the business presently conducted by it; or
(k) the Lessee or any Indemnifier shall suffer the loss or suspension of
any licenses, permits, or other operating authorities required for the
present operation of its business or any part of it; or
(1) the Lessee defaults under any other agreement to which Lessee and
Lessor are parties or any Indemnifier defaults under any other
agreement to which any Indemnifier and the Lessor are parties; or
(m) if the Lessor in good faith believes and has commercially reasonable
grounds to believe itself insecure or that the prospect of payment or
performance by the Lessee hereunder is about to be impaired or that
the Collateral is or is about to be placed in jeopardy.
For greater certainty, it is understood and agreed that if any such default
shall occur in respect of any Schedule hereunder, such default shall at the
option of the Lessor be deemed to be a default under any or all other Schedules
hereunder.
13. REMEDIES ON DEFAULT. Upon the occurrence of an event of default the Lessor
may:
(a) take possession of the Collateral and for that purpose enter any
premises where the Collateral is located whether or not the Collateral
is affixed to any such premises, and sell, lease or otherwise dispose
of the Collateral by public or private means and upon such terms and
consideration a s the Lessor may in its sole discretion accept.
Without limiting the generality of the foregoing, the Lessor shall
have the right to dispose of the Collateral where the payment for such
is deferred provided that the Lessee will not be entitled to be
credited with the proceeds of any such disposition until the monies
therefor are actually received. The Lessee hereby waives any damages
or claim to damages arising from any retaking of possession under the
terms of this lease; or
(b) in the name of and as the irrevocably appointed agent and attorney for
Lessee and without terminating or being deemed to have terminated this
lease take possession of the Collateral and proceed to lease the
Collateral to any other person, firm or corporation on such terms and
conditions, f or such rental and for such period of time as Lessor may
deem fit and receive such rental and hold the same and apply the same
against any monies expressed to be payable from time to time by Lessee
hereunder; or
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(c) terminate this lease and by written notice to Lessee require Lessee to
forthwith pay to Lessor on the date specified in such notice, as a
genuine pre-estimate of liquidated damages for loss of a bargain and
not as a penalty the present worth of the aggregate of all unpaid
amounts due hereu nder as rental or otherwise to the expiration of the
term of the lease (as if the lease had not been terminated) calculated
by discounting such amounts at 5 9G per annum compounded monthly less
the net amount received by Lessor on any sale, lease or other
disposition of the Collateral after deducting all costs and expenses
including legal fees and disbursements on a solicitor and own client
basis.
No one or more of the remedies referred to herein is intended to be exclusive,
but each shall be cumulative and in addition to any other remedies referred to
herein or otherwise available to the Lessor at law or in equity, and in
particular pursuant to the Personal Property Security Act of any Province or
Territory in Canada in force or to come into force from time to time as the same
may be proclaimed in force, amended or replaced by similar legislation from time
to time. If upon any disposition of the Collateral under the provisions of this
lease or under the provisions of any other remedies so available to the Lessor
there shall be any surplus, such surplus shall be the sole and absolute property
of the Lessor.
14. WAIVER/SEVERABILITY. Any provision of this lease which is unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the
extent of such prohibition without invalidating the remaining provisions
hereof and any such prohibition in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction. Lessee, if a
corporation, agrees that The Limitation of Civil Rights Act of the Province
of Saskatchewan, or any provision thereof, shall have no application to
this lease or any agreement or instrument renewing or extending or
collateral to this lease and the Lessee acknowledges that seizure or
repossession of the Collateral shall not by implication of law extinguish
the Lessee's indebtedness under this lease or other collateral securi ty.
15. OPTION TO PURCHASE. Provided the Lessee shall not be in default under any
obligation on its part hereunder, the Lessor hereby grants to the Lessee an
option to purchase the Lessor's interest in the Collateral herein for the
purchase price and at the time set forth in the Schedule or Schedules
attached hereto. The option granted herein shall be exercised by the Lessee
giving the Lessor written notice of its intention to exercise the option at
least 30 days prior to the time set forth in the Schedule. The time set
forth in the Schedule shall be the time for the conclusion of the sale, and
on that date the Lessee, having exercised such option, shall pay the
purchase price to the Lessor and the Lessor shall transfer its interest in
the Collateral to the Lessee whereupon this lease shall cease with respect
to such Collateral. The Lessee shall pay any and all Provincial or Federal
taxes, license or registration fees or other fees, costs or charges payable
in respect of the Collateral and in connection with any said sale and
purchase. The b',11 of sale or sale agreement from the Lessor to the Lessee
shall contain no warranties on the part of the Lessor either express or
implied except that the Lessor shall warrant that it has done no act or
created any security interest in the Collateral which would adversely
affect the title thereto.
16. INDEMNITIES SURVIVE. The indemnities provided by the Lessee to the Lessor
under this lease, and in particular those under paragraph 5 and 10 shall
survive and continue in full force and effect after termination of this
lease, in whole or in part, whether by effluxion of time or otherwise, or
the release or discharge from this lease of any Collateral, or the sale or
disposition of the Collateral or the release or discharge of the Lessee to
pay any rental payments, or as to any act, matter or thing which shall have
been done or have occurred or arisen prior to such termination, release or
discharge.
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17. ENTIRE AGREEMENT. This lease together with each schedule and any purchase
authority, purchase order, delivery and/or installation receipt and
indemnity given with this lease constitutes the entire agreement between
the parties.
18. NON CANCELABLE LEASE. This lease cannot be cancelled or terminated except
as expressly provided herein.
19. PURCHASE MONEY SECURITY INTEREST AND PROCEEDS. This lease grants to the
Lessor:
(a) a Purchase Money Security Interest in the Collateral unless this lease
shall constitute a sale and leaseback of the Collateral; and
(b) a Security Interest in Proceeds of the Collateral which are all
present and after acquired personal property, fixtures and crops,
within the meaning of the Personal Property Security Act of any
Province or Territory in Canada in force or to come into force from
time to time as the same may be proclaimed in force, amended or
replaced by similar legislation from time to time.
20. COPY OF AGREEMENT. The Lessee hereby acknowledges receiving a copy of this
lease and waives all rights to receive from the Lessor a copy of any
financing statement, financing statement (transition), financing change
statement or verification statement filed at any time in respect of this l
ease.
21. FURTHER ASSURANCES. The Lessee shall forthwith and from time to time
execute all documents and do all acts and things which in the opinion of
the Lessor are necessary or desirable to provide continuing rights and
priorities in the Collateral, to provide a security interest, a purchase
mone y security interest, and a security interest in proceeds of the
Collateral as the case may be.
22. PPSA WORDS AND EXPRESSIONS. Words and expressions used herein that have
been defined in the Personal Property Security Act of any Province or
Territory of Canada in force or to come into force from time to time as the
same may be amended or replaced by similar legislation from time to time
shall be interpreted in accordance with their respective meanings given in
any such Act unless otherwise defined herein or unless the context
otherwise requires.
23. INDEMNIFIER. When used in this lease, "Indemnifier" means any individual or
corporation which provides any guaranty or indemnity agreement of any kind
to the Lessor to secure the obligations of the Lessee to the Lessor.
24. GOVERNING INSTRUMENT. In the event of any conflict between any provision in
this lease and any provision in any Schedule hereto, the provision of such
Schedule shall prevail.
25. QUEBEC. Where this lease is governed by the laws of Quebec, this lease
shall be construed as a contract of leasing, governed by articles 1842 to
1850 of the Civil Code of Quebec, and
(a) for greater certainty, the word "lease" as used herein and in any
Schedules or forms related shall be read as "contract of leasing" or
"leasing", as the context requires;
8
(b) the security interests granted in sections 1 and 19(b) hereof shall be
in the nature of a moveable hypothec for that sum disclosed as the
total in item 1 of the Schedule(s) Annexed, with interest at the rate
of 24% per annum from the date hereof.
26. MISCELLANEOUS.
(a) The parties agree that time is of the essence hereof and that no
waiver by Lessor of any default nor any compromise or extension of
payment granted by Lessor shall constitute a waiver of any other
default by the Lessee or shall be a waiver of any other right of
Lessor.
(b) This lease may be amended but only in writing signed by the parties
hereto.
(c) The captions in this lease are for convenience only and shall not
define or limit any of the terms hereof.
(d) This lease shall be binding upon and enure to the benefit of the
parties hereto, their permitted heirs, executors, administrators,
successors and assigns.
(e) No one or more of the remedies referred to in this lease shall be
exclusive, but each shall be cumulative and additional to any other
remedy or remedies referred to herein or available to the Lessor at
law or in equity.
(f) "Prime Rate" means the floating annual rate of interest established
and recorded by Hongkong Bank of Canada from time to time as a
reference rate for purposes of determining rates of interest it will
charge on loans denominated in Canadian dollars.
(g) Where there shall be more than one Lessee, they shall be jointly and
severally bound to the fulfillment of their obligations hereunder.
(h) If the context so requires, words importing number shall be deemed to
include a greater or lesser number, words importing gender shall be
deemed to include the other gender or the body corporate and words
importing the body corporate shall be deemed to include either gender.
(i) The Lessor and the Lessee confirm that they have expressly required
that this lease and all other schedules, purchase orders, notices and
documents relating thereto be drafted in English. Le Locateur et le
Locataire confirment qu'ils ont expressement exige que cette
convention et tous les annexes, bons de commande, avis et documents y
afferents soient rediges en anglais.
Executed this 3RD day of MARCH ,1998
---------------------------- -----------------------
By execution hereof, the signer hereby certifies that he has read this lease,
and that he is duly authorized to execute this lease on behalf of Lessee.
Lessee MULTICORP HOLDINGS INC. Lessor Hongkong Bank of Canada
By /s/ Xxxx Xxxx, Secretary By:
--------------------------------- ----------------------------------
Authorized Signatory
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EXHIBIT 10.1
LEASE SCHEDULE Lease Number: 998011 BC Schedule Number: 1
Hongkong Bank of Canada, as Lessor, hereby leases to MULTICORP HOLDINGS INC. as
Lessee, the Collateral hereinafter described, in consideration of the rental and
for the term hereinafter set forth, the whole pursuant to and subject to the
terms and conditions set forth in that certain Master Equipment Lease entered
into between Lessor and Lessee as of the 3rd day of March, 1998 (the "Lease").
1. Collateral
Model Serial
Quantity Make and Description Number Number Acquisition Cost
-------- -------------------- ------ ------ ----------------
Refer to Schedule "A" attached US$145,895.00
hereto and forming a part of this
Lease Schedule.
US$145,895.00
2. Term
(a) Term (from Commencement (b) Commencement Date of (c) Termination Date
Date of Rental Payments) Rental Payments of Term
36 Months March 15, 1998 March 14, 2001
3. Rental
(a) Rental Payments in advance will be made /X/ monthly /__/ quarterly
/__/ annually at the rate shown shown below starting with a payment
due on the Commencement Date of Rental Payments shown above and
payments thereaft the same date in each month, quarter or year as the
case may be during th e term hereof.
(b) Rental Payment: US$ 4,475.00
(Based on current Provincial
Sales Tax rates,
Provincial Sales Tax, if any US$ 313.25
Goods & Services Tax US$ 313.25 (Based on the current Goods
No. R891586281 and Services Tax rate,
subject to change.)
Total Rental Payment US$ 5,101.50
(c) Number of Rental Payments 36 (Excluding Interim Rental
Payment)
(d) Interim Rent for the period from the date, inclusive, of the execution
of this Lease Schedule by the Lessee to the Commencement Date of
Rental Payment, exclusive, shall be paid in advance by the Lessee to
the Lessor in an amount equal to the number of days in the said period
multiplied by the Per Diem Rental, plus applicable Provincial Sales
Tax and Goods and Services Tax. The Per Diem Rental is US$ 150.20 per
day. For greater certainty, it is the intention of the Lessee and the
Lessor that they shall be bound by the terms and conditions of the
Lease throughout the said Interim Period. Any references to Rent in
the Lease shall include such Interim Rent.
4. Option to Purchase (a) Option to Purchase Date Xxxxx 00, 0000
(x) Purchase Price US$ 3,647.37
5. Place of Use
6. Contract deemed to be made in, and law of province applicable to contract
British Columbia
----------------
7. Capital Cost Allowance Class (a) Class (b) Capital Cost /__/ Declining
Number Allowance Rate Balance
N/A N/A%
/__/ Straight Line
In witness whereof the parties have executed this lease Schedule on the
respective dates set forth below and this Lease Schedule shall be deemed to have
been executed on the later of such dates. By execution hereof, the signer hereby
certifies that he has read this Lease Schedule and that he is duly authorized to
execute the same on behalf of Lessee.
Lessor: Hongkong Bank of Canada Lessee: MULTICORP HOLDINGS INC.
By: /s/ Xxxx Xxxx, Secretary
------------------------------- ----------------------------
Date: MARCH 3, 1998
EXHIBIT 10.1
Hongkong Bank Leasing
Division of Hongkong Bank of Canada
4F/LSG 000 Xxxx Xxxxxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X,
DELIVERY AND/OR INSTALLATION RECEIPT Lease Number 998011BC
Schedule Number 1
To: Hongkong Bank of Canada ("T_e Bank")
The undersigned Lessee aclmowledges delivery and/or installation of the
collateral herein below described which is the collatera described in that
certain Lease Number 998011BC.1 in which lease the undersigned is Lessee and The
Bank is Lessor. The undersigned Lessee acknowledgejs that such collateral
(complete vnth accessories where applicable) has been inspected, is io good
condition, has beeo installed, is operating satisfactorily and in all respects
is es represented and is acceptable. The undersigned Lessee acknowledges that
such collateral is located as represented in the Lease.
Quantity Make and Description Model Number Serial Number
-------- -------------------- ------------ -------------
Refer to Schedule "A" attached
hereto and forming part of this
Delivery and/or Installation Receipt.
By execution hereof, the signer hereby
certifies that he has read this receipt,
and that he is duly authorized to execute
this receipt on behalf of Lessee.
Date Lessee MULICORP IIOLDINGS INC.
By: /s/ Xxxx Xxxx, Secretary
--------------------------------------
EXHIBIT 10.1
Hongkong Bank of Canada
PURCHASE AUTHORITY
Lease Number 99801 lBC
Schedule Number 1
The Lessee, under the Lease referred to above, hereby directs and authorizes
Hongkong Bank of Canada to purchase the Collateral described in the Schedule
annexed.
MULTICORP HOLDINGS INC.
---------------------------------
Lessee
/s/ Xxxx Xxxx
---------------------------------
By (Authorized Signature)
Lessee
SECRETARY
---------------------------------
Title
MARCH 3, 1998
---------------------------------
Date
EXHIBIT 10.1
THIS IS SCHEDULE "A", TO THAT LEASE SCHEDULE NUMBER 1 ON MASTER LEASE NUMBER
998011BC BETWEEN HONGKONG BANK OF CANADA (LESSOR) AND MULTICORP HOLDINGS INC.
(LESSEE).
QTY MODEL DESCRIPTIONS
One VF-7 Xxxx XX-7 Vertical Machining Center, 84" x 32" x 30"
(xyz) with Geared Head
S/N 13028
One VOP-C Value Option Package "C" Includes the following:
Xxxx Xxxxx System
Programmable Coolant Nozzle
1 Megabyte Program Memory
QuickCodeTM Program System
Floppy Disk Drive, 3.5"
4th Axis Drive
Rigid Tapping
EXHIBIT 10.1
Hongkong Bank Leasing
Division of Hongkong Bank of Canada
INDEMNITY
Whereas:
A. Hongkong Bank of Canada (hereafter called "the Bank") has agreed to provide
certain collateral to MULTICORP HOLDINGS INC. (hereafter called the
"Lessee") pursuant to a certain Master Equipment Lease dated as of the 15
th day of MARCH 1998
B. It is contemplated that the acquisition cost of the aforesaid collateral
will not exceed $ US145,895.00 CDN;
C. It is further contemplated that as collateral is required by the Lessee it
will direct the Bank to acquire the same and upon so doing, the Bank and
the Lessee will execute, inter alia, schedules to the aforesaid Master
Equipment Lease relating to the collateral so described;
D. The aforesaid Master Equipment Lease and each schedule to such Master
Equipment Lease are hereafter collectively called the "Lease" and the
collateral referred to in the Lease is hereafter collectively called the
"Collateral";
E GLAS AIRE INDUSTRIES GROUP LTD. (hereafter called the "Indemnifier") is
associated with the Lessee and as additional security to the Bank has
agreed to indemnify the Bank on the terms and conditions hereafter set
forth.
1. Indemnity. In consideration of the Bank entering into the Lease with the
Lessee and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Indemnifier hereby agrees
to and does by these presents indemnify and save harmless the Bank from and
against any and all loss, cost, expense or damages arising out of any
failure by the Lessee to pay any rent prescribed by the aforesaid Lease, or
other moneys payable thereunder or the failure of the Lessee to perform any
of the other terms, covenants, conditions and provisions of the said Lease.
2. General Conditions of Indemnity. This Indemnity is absolute and
unconditional and the obligation of the Indemnifier shall not be released
or discharged by:
(a) Any extensions of time, indulgences, or modifications which the Bank
may extend or make with the Lessee in respect of the performance of
any of the obligations of the Lessee under any one or more provisions
of the Lease;
(b) Any waiver by or failure of the Bank to enforce any of the terms,
covenants, conditions and provisions of the Lease;
(c) Assignment of the said Lease by the Lessee or by any trustee, receiver
or liquidator;
(d) Any consent which the Bank may give to any such assignment;
(e) Any assignment or transfer or other disposition by the Bank of any of
its rights under the Lease and it is hereby agreed that the Bank may
assign) transfer or otherwise dispose of any such rights without
notice to the Indemnifier and in such event any assignee, transferee
or successor in i nterest shall have the same rights and remedies as
if originally named herein in the place of the Bank;
(f) The Bank shall have the right to enforce this Indemnity regardless of
the acceptance of additional security from the Lessee and regardless
of the release or discharge of the Lessee by the Bank or by others or
by operation of any law;
(g) The discharge of the Lessee from any of its obligations thereunder by
way of applicable statutes relating to bankruptcies or insolvencies or
the like;
(h) Any inability of the Bank to enforce any terms, covenants, conditions
and provisions of the Lease against any party for whatever reason
including and without limiting the generality of the foregoing any
failure by the Bank to properly register or record the Bank's security
interest thereun der or file financing statements, notices, or other
documents as required under any applicable statutes;
(i) Any amendment, modification, or change of the Lease, whetber or not
the Indemnifter teas been notified of the same. The Indemnifier hereby
waives notice of the acceptance of this Indemnity and all notice of
non-performance, non-payment or non observance on the part of the
Lessee of the terms, covenants, conditions and provisos of the Lease.
As between the Indemnifer and the Bank and notwithstanding any rule of
law or equity to the contrary, the Collateral is and shall be deemed
for all purposes to be chalices at the time of its acquisition by the
Bank and the Indemnifier agrees that the Collateral shall not be
deemed to be affixed to any lands upon which they may be situate so as
to acquire the legal status of fixtures or in any other matter
constitute a part of such lands and the Bank's ability to enforce all
terms and conditions of this Indemnity shall not in any way be
impaired should it be determined that the Collateral was or is or
became affixed to land or that the Collateral was or is not chattels.
3. Default under Lease.
(a) In the event of a default under or repudiation of the Lease the
Indemnifier waives any right to require the Bank prior to making any
demand hereunder to:
(i) Proceed against the Lessee or pursue any rights or remedies with
respect to the Lease;
(ii) Proceed against or exhaust any security of the Lessee held by the
Bank;
(iii) Pursue any other remedy whatsoever in the power of the Bank.
(b) In the event of termination of the Lease, except by surrender accepted
by the Bank, or in the event of disclaimer of the Lease pursuant to
any statute, then at the option of the Bank the Indemnifier shall
execute a new lease of the Collateral with the Bank as lessor and the
Indemnifier as lessee for a term equal in duration to the residue of
the term of the Lease remaining unexpired at the date of such
termination or such disclaimer. Such lease shall contain like lessor's
and lessee's obligations respectively and like covenants, provisos,
agreements and conditions in all respects as are contained in the
Lease.
4. General Provisions
(a) No action or proceeding brought or instituted under this Indemnity and
no recovery in pursuance thereof shall be a bar or defense to any
further action or proceeding which may be brought under this Indemnity
by reason of any further default or defaults under the performance and
observance of the terms, covenants and provisos of the Lease and no
one or more of the remedies herein is intended to be exclusive but
each shall be cumulative and in addition to any other remedies
referred to herein or otherwise available to the Bank at law or in
equity.
(b) No modification of this Indemnity shall be effective unless the same
shall be in writing and signed by the Bank and the Indemnifier.
(c) Wherever any determination of any dispute is made pursuant to the
provisions Of the Lease or any Judgment or retaining of any count is
made which is binding upon the Lessee, such determination or judgment
shall be binding also upon the Indemnifier and there shall be no
necessity that the I ndemnifier shall and the Lessee.
(d) The obligations of the Indemnifier shall not be affected by any claim
or purported claim, set-off, defense or other right which the
Indemnifier may have at any time against the Bank in any transaction,
whether related to the Lease or not.
(e) The declaration by the Bank that a default has occurred shall be
conclusive evidence of such fact.
(f) The Indemnifier shall have no right to be subrogated to any rights of
the Bank until the Bank shall have received payment in full of all
monies due it under the Lease.
(g) The Indemnifier hereby renounces all benefits of discussion and
division.
(h) The taking of any judgment on any of the covenants of the Lessee under
the Lease shall not operate as a merger of any obligations herein.
(i) Any sums payable by the Indemnifier hereunder shall be paid on demand
to the Bank at such place or places as it may from time to time
direct.
(j) Time is of the essence hereof.
(k) For the purpose of greater clarity, it is declared to be the intention
of the Indemnifier that this Indemnity shall be construed so as to
impose like obligation on the Indemnifier as if the Indemnifier has
covenanted as principal jointly and severally with the Lessee with
respect to the te rms, covenants, conditions and provisions of the
Lease.
(l) The Indemnifier, if a corporation, agrees that the Limitation of Civil
Rights Act of the Province of Saskatchewan, or any provision thereof
shall have no application to this Indemnity or any agreement or
instrument renewing or extending or collateral to this Indemnity.
5. No Representations. There are no representations, collateral agreements or
conditions with respect to this Indemnity or affecting the Indemnifier's
liability hereunder other than as contained herein.
6. Notices. The address for service of any notice pursuant to this Indemnity
shall be as follows:
To The Bank: Hongkong Bank of Canada
4th floor - 000 Xxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
To the Indemnifier: GLAS-AIRE INDUSTRIES LTD.
and any notice, advice or report shall be in writing and may be served by
mailing the same first class registered post, postage prepaid in an
envelope properly addressed to the party to whom the notice is to be given
at its address for service above, and shall be deemed to have been received
on the third business day after the mailing thereof. Provided, however,
that any notice may be served by personal service by leaving the same at
the party's address set forth above. In the event of adual or threatened
postal strikes or disruptions of postal service notice shall be by personal
service.
7. Successors. All the terms, agreements and conditions of this Indemnity
shall extend to and be binding upon the Indemnifier, his heirs, executors,
successors and assigns and shall enure to the benefit of and may be
enforced by the Bank, its successors and assigns.
8. Interpretation. For the purposes of interpretation, words herein importing
gender shall be deemed to be the other gender or the body corporate, and
vice versa, and all legal rights and obligations hereunder shall be
determined in accordance with the laws of BRITISH COLUMBIA . Reference to
any default in the Lease shall also include repudiation. Headings are
inserted for convenience of reference only and shall not constitute part of
this Indemnity for any other purpose. In the event more than one
Indemnifier shall execute this Indemnity, their liability shall be joint
and several.
9. The Indemnifier confirms that he has expressly required that this Indemnity
and all documents relating thereto be drafted in English. La Caution
confirme avoir expressement demande que le present cautionnement et tous
les documents sty rapportant soient rediges en anglais.
IN WITNESS WHEREOF this Indemnity has been executed by the Inderanifter as of
the 3RD day of MARCH , 1998.
The Common Seal of Glas-Aire Industries Ltd
was hereunto affixed in the presence of
By /s/ Xxxx Xxxx, Secretary
-----------------------------------------
EXHIBIT 10.1
Hongkong Bank Leasing
Divsion of Hongkong Bank of Canada
INDEMNITY
Whereas:
A. Hongkong Bank of Canada (hereafter called "the Bank") has agreed to provide
certain collateral to MULTICORP HOLDINGS INC. (hereafter called the
"Lessee") pursuant to a certain Master Equipment Lease dated as of the 15
th day of MARCH , 1998 ;
B. It is contemplated that the acquisition cost of the aforesaid collateral
will not exceed $ US145.895.00 CDN
C. It is further contemplated that as collateral is required by the Lessee it
will direct the Bank to acquire the same and upon so doing, the Bank and
the Lessee will execute, inter alia, schedules to the aforesaid Master
Equipment Lease relating to the collateral so described;
D. The aforesaid Master Equipment Lease and each schedule to such Master
Equipment Lease are hereafter collectively called the "Lease" and the
collateral referred to in the Lease is hereafter collectively called the
"Collateral";
E GLAS-AIRE INDUSTRIES LTD. (hereafter called the "Indemnifier") is
associated with the Lessee and as additional security to the Bank has
agreed to indemnify the Bank on the terms and conditions hereafter set
forth.
1. Indemnity. In consideration of the Bank entering into the Lease with the
Lessee and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Indemnifier hereby agrees
to and does by these presents indemnify and save harmless the Bank from and
against any and all loss, cost, expense or damages arising out of any
failure by the Lessee to pay any rent prescribed by the aforesaid Lease, or
other moneys payable thereunder or the failure of the Lessee to perform any
of the other terms, covenants, conditions and provisions of the said Lease.
2. General Conditions of Indemnity. This Indemnity is absolute and
unconditional and the obligation of the Indemnifier shall not be released
or discharged by:
(a) Any extensions of time, indulgences, or modifications which the Bank
may extend or make with the Lessee in respect of the performance of
any of the obligations of the Lessee under any one or more provisions
of the Lease;
(b) Any waiver by or failure of the Bank to enforce any of the terms,
covenants, conditions and provisions of the Lease;
(c) Assignment of the said Lease by the Lessee or by any trustee, receiver
or liquidator;
(d) Any consent which the Bank may give to any such assignment;
(e) Any assignment or transfer or other disposition by the Bank of any of
its rights under the Lease and it is hereby agreed that the Bank may
assign; transfer or otherwise dispose of any such rights without
notice to the Indemnifier and in such event any assignee, transferee
or successor in i nterest shall have the same rights and remedies as
if originally named herein in the place of the Bank;
(f) The Bank shall have the right to enforce this Indemnity regardless of
the acceptance of additional security from the Lessee and regardless
of the release or discharge of the Lessee by the Bank or by others or
by operation of any law;
(g) The discharge of the Lessee from any of its obligations thereunder by
way of applicable statutes relating to bankruptcies or insolvencies or
the like;
(h) Any inability of the Bank to enforce any terms, covenants, conditions
and provisions of the Lease against any party for whatever reason
including and without limiting the generality of the foregoing any
failure by the Bank to properly register or record the Bank's security
interest thereun der or file financing statements, notices, or other
documents as required under any applicable statutes;
(i) Any amendment, modification, or change of the Lease, whether or not
the Indemnifier has been not)fied of the same. The Indemnifier hereby
waives notice of the acceptance of this Indemnity and all notice of
non-performance, non-payment or non-observance on the part of the
Lessee of the terms, covenants, conditions and provisos of the
Parties. As between the Indemnifier and the Bank and notwithstanding
any rule of law or equity to the contrary, the Collateral is and shall
be deemed for all purposes to be chattels at the time of its
acquisition by the Bank and the Indemnifier agrees that the Collateral
shall not be deemed to be affixed to any lands upon which they may be
situate so as to acquire the legal status of fixtures or in any other
matter constitute a part of such lands and the Bank's ability to
enforce all terms and conditions of this Indemnity shall not in any
way be impaired should it be determined that the Collateral was or is
or became affixed to land or that the Collateral was or is not
chattels.
3. Default under Lease.
(a) In the event of a default under or repudiation of the Lease the
Indemnifier waives any right to require the Bank prior to making any
demand hereunder to:
(i) Proceed against the Lessee or pursue any rights or remedies with
respect to the Lease;
(ii) Proceed against or exhaust any security of the Lessee held by the
Bank;
(iii) Pursue any other remedy whatsoever in the power of the Bank.
(b) In the event of termination of the Lease, except by surrender accepted
by the Bank, or in the event of disclaimer of the Lease pursuant to
any statute, than at the option of the Bank the Indemnifer shall
execute a new lease of the Collateral with the Bank as lessor and the
Indemnifier as l essee for a term equal in duration to the residue of
the term of the Lease remaining unexpired at the date of such
termination or such disclaimer. Such lease shall contain like lessor's
and lessee's obligations respectively and like covenants, provisos,
agreements and conditions in all respects as are contained in the
Lease.
4. General Provisions
(a) No action or proceeding brought or instituted under this Indemnity and
no recovery in pursuance thereof shall be a bar or defense to any
further action or proceeding which may be brought under this Indemnity
by reason of any further default or defaults under the Lease in the
performance an d observance of the terms, covenants and provisos of
the Lease and no one or more of the remedies herein is intended to be
exclusive but each shall be cumulative and in addition to any other
remedies referred to herein or otherwise available to the Bank at law
or in equity.
(b) No modification of this Indemnity shall be effective unless the same
shall be in writing and signed by the Bank and the Indemnifier.
(c) Wherever any determination of any dispute is made pursuant to the
provisions of the lease or any judgment or finding of any court is
made which is binding upon the Lessee, such determination or judgment
shall be binding also upon the Indemnifier and there shall be no
necessity that the Ind emnifier shall have received notice of or been
party to any proceedings taken ~n connection with any dispute between
the Bank and the lessee.
(d) The obligations of the Indemnifier shall not be affected by any claim
or purported claim, set-off, defense or other right which the
Indemnifier may have at any time against the Bank in any transaction,
whether related to the Lease or not.
(e) The declaration by the Bank that a default has occurred shall be
conclusive evidence of such fact.
(f) The Indemnifier shall have no right to be subrogated to any rights of
the Bank until the Bank shall have received payment in full of all
monies due it under the Lease.
(g) The Indemnifier hereby renounces all benefits of discussion and
division.
(h) The taking of any judgment on any of the covenants of the Lessee under
the Lease shall not operate as a merger of any obligations herein
(i) Any sums payable by the Indemnifier hereunder shall be paid on demand
to the Bank at such place or places as it may from time to time
direct.
(j) Time is of the essence hereof.
(k) For the purpose of greater clarity, it is declared to be the intention
of the Indemnifier that this Indemnity shall be construed so as to
impose like obligation on the lndemnifier as if the Indemnifier has
covenanted as principal jointly and severally with the Lessee with
respect to the te rms, covenants, conditions and provisions of the
Lease.
(l) The Indemnifier, if a corporation, agrees that the Limitation of Civil
Rights Act of the Province of Saskatchewan, or any provision thereof,
shall have no application to this Indemnity or any agreement or
instrument renewing or extending or collateral to this Indemnity.
5. No Representations. There are no representations, collateral agreements or
conditions with respect to this Indemnity or affecting the Indemnifier's
liability hereunder other than as contained herein.
6. Notices. The address for service of any notice pursuant to this Indemnity
shall be as follows:
To The Bank: Hongkong Bank of Canada
4th floor - 000 Xxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
To the Indemnifier: GLAS AIRE INDUSTRIES GROUP LTD.
and any notice, advice or report shall be in writing and may be served by
mailing the same first class registered post, postage prepaid in an envelope
properly addressed to the party to -whom the notice is to be given at its
address for service above, and shall be deemed to have been received on the
third business day after the mailing thereof. Provided, however, that any notice
may be served by personal service by leaving the same at the party's address set
forth above. In the event of actual or threatened postal strikes or disruptions
of postal service notice shall be by personal service.
7. Successors. All the terms, agreements and conditions of this Indemnity
shall extend to and be binding upon the Indemnifier, his heirs, executors,
successors and assigns and shall enure to the benefit of and may be
enforced by the Bank, its successors and assigns.
8. Interpretation. For the purposes of interpretation, words herein importing
gender shall be deemed to be the other gender or the body corporate, and
vice versa, and all legal rights and obligations hereunder shall be
determined in accordance with the laws of BRITISH COLUMBIA. Reference to
any default in the Lease shall also include repudiation. Headings are
inserted for convenience of reference only and shall not constitute part of
this Indemnity for any other purpose. In the event more than one
Indemnifier shall execute this Indemnity, their liability shall be joint
and several.
9. The Indemnifier confirms that he has expressly required that this Indemnity
and all documents relating thereto be drafted in English. La Caution
confirme svoir expressement demande que le present cautionnement et tous
les documents sty rapportant solent rediges en anglais.
IN WITNESS WHEREOF this Indemnity has been executed by the Indemnifier as of the
3rd day of MARCH 1998
The Common Seal of Glas-Aire Industries Group Ltd
was hereunto affixed in the presence of
By /s/ Xxxx Xxxx, Secretary
-----------------------------------------------
EXHIBIT 10.1
Name of Company: Multicorp Holdings Inc.
Resolution of the directors of the Company authorizing the lease, from time to
time, from Hongkong Bank of Canada of personal, movable and/or other property.
WHEREAS it is in the interest of the Company to lease from Hongkong Bank of
Canada from time to time, personal movable and/or other property (the
"Collateral");
NOW THEREFORE BE IT RESOLVED THAT:
1. the Company is hereby authorized to lease, from time to time, Collateral
from Hongkong Bank of Canada;
2. for such purpose the Company is hereby authorized to enter into an
agreement (the "Master Equipment Lease") to be dated on or about the 3 rd day of
MARCH , 1998 between the Company and Hongkong Bank of Canada, whereby the
Company agrees on the terms and subject to the conditions therein se t forth, to
lease Collateral from time to time from Hongkong Bank of Canada;
3. the Company is hereby authorized, from time to time, to enter into
agreements (the "Lease Schedules") between the Company and Hongkong Bank of
Canada, whereby the Company agrees, on the terms and subject to the conditions
set forth therein and in the Master Equipment Lease, to lease Collat eral
described therein from Hongkong Bank of Canada, each such Lease Schedule
constituting a schedule to and incorporating by reference, the Master Equipment
Lease;
4. the draft Master Equipment Lease (a copy of which has been presented to
this meeting) is hereby approved and any one officer or director or any officer
and director acting alone is hereby authorized to execute a Master Equipment
Lease, substantially in the form of the said draft Master Equipment Lease, with
such variations as such officers may approve, such approval to be conclusively
deemed to be proved by their execution thereof, and such other documents and
instruments, including Lease Schedules, whether under the corporate seal of the
Company or otherwise, and to do all such acts and things as in their opinion may
be necessary or advisable to effect the provisions of this resolution and the
provisions of the Master Equipment Lease and any Lease Schedules;
5. the Company is hereby authorized to sell Collateral to Hongkong Bank of
Canada, and to execute any documents and instruments for such purpose, including
Bills of Sale.
I, XXX XXX DING hereby certify under the corporate seal of MULTICORP
MOLDINGS INC. (the "Company") on behalf of the Company that I am the duly
appointed Secretary of the Company and that the foregoing is a true copy of a
resolution of the directors of the Company duly passed on the 3rd day of MARCH ,
1998, which resolution is presently in full force and effect.
DATED the 3RD day of MARCH , 1998.
MULTICORP HOLDINGS INC.
/s/ Xxxx Xxxx
-------------------------------------
Secretary
EXHIBIT 10.1
RESOLUTION OF THE DIRECTORS OF GLAS-AIRE INDUSTRIES GROUP LTD. (the "COMPANY")
CONSENTED TO IN WRITING AS OF THE 3RD DAY OF MARCH , 1998.
WHEREAS the Company is not presently insolvent
AND WHEREAS the Directors are of the opinion that the providing of an
Indemnity to Hongkong Bank of Canada ("HKBCL") in respect of the obligations of
Glas-Aire Industries Group Ltd. to Hongkong Bank of Canada pursuant to a certain
Master Equipment Lease is in the best interests of the Company.
RESOLVED that the Company provide to HKBCL an Indemnity on the terms
of the Indemnity Agreement attached hereto and that the
_________________________ be and is hereby authorized on behalf of the Company
to execute and deliver the said Indemnity Agreement and to execute such other
documents and do all such other acts and things as may be necessary to effect
the giving of the Indemnity.
AND BE IT FURTHER RESOLVED that the _______________________ of the
Company is hereby authorized for and in the name of the Company to execute and
deliver, under the common seal of the Company, all such other instruments and
writings and to perform and do all such other acts and things as he, in his
absolute discretion, may consider to be necessary, desirable or useful for the
purpose of giving effect to this resolution or as may be required by HKBCL for
such purpose.
The above resolutions are hereby consented to.
CERTIFICATE
I, the undersigned Officer of the Company, do hereby certify under the seal of
the Company that the foregoing is a true and correct copy of a resolution passed
and adopted by the directors of the Company in strict accordance with the
constitution of the Company and the said resolution is at this date in full
force and effect and is wholly unrevoked and unamended.
DATED at the _______________________ of VANCOUVER in the Province of British
Columbia, this 3rd day of MARCH, 1998.
GLAS-AIRE INDUSTRIES GROUP LTD.
/S/ Xxxx Xxxx, President
------------------------------------
EXHIBIT 10.1
Name of Company: Multicorp Holdings Inc.
Resolution of the directors of the Company authorizing the lease, from time
to time, from Hongkong Bank of Canada of personal, movable and/or other
property.
WHEREAS it is in the interest of the Company to lease from Hongkong Bank of
Canada from time to time, personal movable and/or other property (the
"Collateral");
NOW THEREFORE BE IT RESOLVED THAT:
1. the Company is hereby authorized to lease, from time to time, Collateral
from Hongkong Bank of Canada",
2. for such purpose the Company is hereby authorized to enter into an
agreement (the "Master Equipment Lease") to be dated on or about the 3rd day of
MARCH , 1998 between the Company and Hongkong Bank of Canada, whereby the
Company agrees on the terms and subject to the conditions therein set forth, to
lease Collateral from time to time from Hongkong Bank of Canada;
3. the Company is hereby authorized, from time to time, to enter into
agreements (the "Lease Schedules") between the Company and Hongkong Bank of
Canada, whereby the Company agrees, on the terms and subject to the conditions
set forth therein and in the Master Equipment Lease, to lease Collateral
described therein from Hongkong Bank of Canada, each such Lease Schedule
constituting a schedule to and incorporating by reference, the Master Equipment
Lease;
4. the draft Master Equipment Lease (a copy of which has been presented to
this meeting) is hereby approved and any one officer or director or any officer
and director acting alone is hereby authorized to execute a Master Equipment
Lease, substantially in the form of the said draft Master Equipment Lease, with
such variations as such officers may approve, such approval to be conclusively
deemed to be proved by their execution thereof, and such other documents and
instruments, including Lease Schedules, whether under the corporate seal of the
Company or otherwise, and to do all such acts and things as in their opinion may
be necessary or advisable to effect the provisions of this resolution and the
provisions of the Master Equipment Lease and any Lease Schedules;
5. the Company is hereby authorized to sell Collateral to Hongkong Bank of
Canada, and to execute any documents and instruments for such purpose, including
Bills of Sale.
I, XXX XXX DING hereby certify under the corporate seal of MULTICORP
HOLDINGS INC. (the "Company") on behalf of the Company that I am the duly
appointed Secretary of the Company and that the foregoing is a true copy of a
resolution of the directors of the Company duly passed on the 3rd day of MARCH ,
1998, which resolution is presently in full force and effect.
DATED the 3RD day of MARCH
MULTICORP HOLDINGS INC.
/S/ Xxxx Xxxx, Secretary
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EXHIBIT 10.1
RESOLUTION OF THE DIRECTORS OF GLAS-AIRE INDUSTRIES LTD. (the "COMPANY")
CONSENTED TO IN WRITING AS OF THE 3RD, DAY OF MARCH , 1998.
WHEREAS the Company is not presently insolvent
AND WHEREAS the Directors are of the opinion that the providing of an
Indemnity to Hongkong Bank of Canada ("HKBCL") in respect of the obligations of
Glas-Aire Industries Ltd. to Hongkong Bank of Canada pursuant to a certain
Master Equipment Lease is in the best interests of the Company.
RESOLVED that the Company provide to HKBCL an Indemnity on the terms
of the Indemnity Agreement attached hereto and that the be and is hereby
authorized on behalf of the Company to execute and deliver the said Indemnity
Agreement and to execute such other documents and do all such other acts and
things as may be necessary to effect the giving of the Indemnity.
AND BE IT FURTHER RESOLVED that the of the Company is hereby
authorized for and in the name of the Company to execute and deliver, under the
common seal of the Company, all such other instruments and writings and to
perform and do all such other acts and things as he, in his absolute discretion,
may consider to be necessary, desirable or useful for the purpose of giving
effect to this resolution or as may be required by HKBCL for such purpose.
The above resolutions are hereby consented to.
CERTIFICATE
I, the undersigned Officer of the Company, do hereby certify under the seal of
the Company that the foregoing is a true and correct copy of a resolution passed
and adopted by the directors of the Company in strict accordance with the
constitution of the Company and the said resolution is at this date in full
force and effect and is wholly unrevoked and unamended.
DATED at the ___________________ of VANCOUVER in the Province of British
Columbia, this 3rd day of MARCH, 1998.
GLAS-AIRE INDUSTRIES LTD.
/s/ Xxxx Xxxx, Secretary
-----------------------------------
EXHIBIT 10.1
Certificate of the Secretary of
MULTICORP HOLDINGS INC.
setting forth signing officers and directors
with an example of each of their respective
signatures.
NAME OFFICE HELD SIGNATURE
---- ----------- ---------
OMEN ESEN DIRECTORS /s/ Xxxx Xxxx
------------------------
XXX XXX DING DIRECTORS /s/ Xxx Xxx Ding
------------------------
I, XXX XXX DING , hereby certify under the corporate seal of MULTICORP HOLDINGS
INC. (the "Company") that:
a) I am the duly appointed Secretary of the Company;
b) the foregoing is a list setting forth the names of officers and directors
of the Company who are authorized to sign documents, with an example of
each of their respective signatures, in particular such officers and
directors are authorized to execute a Master Equipment Lease between the
Company and Hongkong Bank of Canada pursuant to which the Company may lease
equipment from time to time from Hongkong Bank of Canada, and to execute
Lease Schedules from time to time thereunder, and any other documents
required in connection therewith;
c) there are no restrictions in the Company's Articles or By-Laws, or any
Unanimous Shareholders Agreement, which prohibit or otherwise restrict the
Directors from creating a security interest in any property of the Company,
presently owned or subsequently acquired, to secure any obligation of the
Company;
d) the Company is a corporation duly incorporated and organized, validly
existing and in good standing under the laws of British Columbia.
DATED the 3RD day of MARCH , 1998.
MULTICORP HOLDINGS INC.
/s/ Xxxx Xxxx, Secretary
---------------------------------
EXHIBIT 10.1
BUSINESS PRE-AUTHORIZED DEBIT AUTHORITY
Bank: HONGKONG BANK OF CANADA
Bank Address: 00000 XXXXXXX XX-XXXX
XXXXXXX X.X. X0X 0X0
Full Name of Lessee: XXXXXXXXX HOLDINGS, INC.
Lessee Address: 0000 XXXXXXXXX XXXXXXX
XXXXXXXXX, X.X. X0X 0X0
Re: Hongkong Bank of Canada (Lessor!
You are hereby authorized to pay and debit to the account of the undersigned all
payments purporting to be drawn on our behalf payable to the above mentioned
Lessor presented to you for payment. Such payments may be in the form of
magnetic or computer-produced paper tape in which case you are authorized to
treat them as if they were signed by us.
In consideration of your acting upon this authorization, we agree that you not
be liable for any loss or damage incurred as a result of anything done or to be
done pursuant to this authorization.
If this account is transferred to another branch/bank, this authorization shall
b, directed there and shall be of the same force and effect as if it had
originally been delivered to that branch/bank. This authorization may be revoked
by the undersigned giving ten days' written notice to the branch at which the
account is being maintained at the date of such notice.
Date: MARCH 3, 1998 Per: /s/ Xxxx Xxxx, Secretary
-------------------------
Xxxx Xxx Wie Ding
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Please Print Name
Per: /s/ Xxxx Xxxx, General Manager
---------------------------------
Xxxx Xxxx
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