EXHIBIT 4.17
GENERAL SECURITY AGREEMENT
This Agreement is made the 24th day of December, 2002,
BETWEEN:
VISUAL BIBLE INTERNATIONAL, INC.,
a corporation existing under the laws of the State of
Florida,
(the "BORROWER")
-and-
The Parties listed on Schedule "A" attached hereto;
(each a "LENDER" and collectively, the "LENDERS").
WHEREAS each of the Lenders has executed a subscription agreement (each, a
"Subscription Agreement", and collectively the "Subscription Agreements") for
the purchase of Units (as defined therein) consisting of certain debentures of
the Borrower (each a "Debenture", and collectively, the "Debentures"), shares of
Common Stock (as defined therein) and warrants to purchase Common Stock, and
this Agreement is being executed in connection with the purchase of Units.
NOW THEREFORE FOR GOOD AND VALUABLE CONSIDERATION, the receipt and
sufficiency of which are acknowledged, the Borrower agrees with the Lenders as
follows:
1. OBLIGATIONS SECURED. The Security Interest (as hereinafter defined) is
granted to the Lenders by the Borrower as continuing security for the payment of
all present and future indebtedness and liabilities of the Borrower to the
Lenders, including interest thereon, and for the prompt and complete performance
of all other present and future obligations of the Borrower to the Lenders
pursuant to the Debentures and the Subscription Agreements, (collectively, the
"OBLIGATIONS").
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2. CREATION OF SECURITY INTEREST. As general and continuing security for the
payment and performance when due of all the Obligations, the Debtor hereby
mortgages, pledges, hypothecates, transfers, assigns and charges to each of the
Lenders, and hereby grants to each of the Lenders a security interest in (such
mortgages, pledges, hypothecations, transfers, assignments, charges and security
interests are referred to collectively as the "SECURITY INTEREST"), all present
and after-acquired undertaking and property of the Borrower of any nature
whatsoever (such undertaking and property are referred to collectively as the
"COLLATERAL") including, without limitation, the following:
(a) EQUIPMENT - all present and future equipment of the Borrower
wheresoever situate, including all machinery, fixtures, plant,
tools, furniture, vehicles of any kind or description, all spare
parts, accessories installed in or affixed or attached to any of the
foregoing, and all drawings, specifications, plans and manuals
relating thereto ("EQUIPMENT");
(b) INVENTORY - all present and future inventory of whatever kind of the
Borrower wheresoever situate, including all raw materials, materials
used or consumed in the business of the Borrower, work-in-progress,
finished goods, goods used for packing, materials used in the
business of the Borrower not intended for sale, and goods acquired
or held for sale or furnished or to be furnished under contracts of
rental or service ("INVENTORY");
(c) ACCOUNTS - all present and future debts, demands and amounts due or
accruing due to the Borrower whether or not earned by performance,
including without limitation its book debts, accounts receivable,
and claims under policies of insurance; and all contracts, security
interests and other rights and benefits in respect thereof
("ACCOUNTS");
(d) INTANGIBLES - all present and future intangible personal property of
the Borrower, including all contract rights, goodwill, patents,
trade marks, copyrights and other intellectual property, and all
other choses in action of the Borrower of every kind, whether due at
the present time or hereafter to become due or owing;
(e) DOCUMENTS OF TITLE - all present and future documents of title of
the Borrower, whether negotiable or otherwise, including all
warehouse receipts and bills of lading;
(f) CHATTEL PAPER - all present and future agreements made between the
Borrower as secured party and others which evidence both a monetary
obligation and a security interest in or a lease of specific goods
("CHATTEL PAPER");
(g) INSTRUMENTS - all present and future bills, letters of credit, notes
and cheques (as such are defined pursuant to the Bills of Exchange
Act (Canada)), and all other writings that evidence a right to the
payment of money and are of a type that in the ordinary course of
business are transferred by delivery without any necessary
endorsement or assignment ("INSTRUMENTS");
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(h) MONEY - all present and future money of the Borrower, whether
authorized or adopted by the Parliament of Canada as part of its
currency or any foreign government as part of its currency
("MONEY");
(i) SECURITIES - all present and future securities held by the Borrower,
including shares, options, rights, warrants, joint venture
interests, interests in limited partnerships, bonds, debentures and
all other documents which constitute evidence of a share,
participation or other interest of the Borrower in property or in an
enterprise or which constitute evidence of an obligation of the
issuer; and including an uncertificated security within the meaning
of Part VI (Investment Securities) of the Business Corporations Act
(Ontario) and all substitutions therefor and dividends and income
derived therefrom;
(j) DOCUMENTS - all books, accounts, invoices, letters, papers,
documents and other records in any form or medium evidencing or
relating to collateral subject to the Security Interest;
(k) REAL PROPERTY - all real and immovable property, wherever situate,
and all buildings, structures, fixtures, hereditaments and
appurtenances thereon or relating thereto; and
(l) PROCEEDS - all personal property in any form derived directly or
indirectly from any dealing with collateral subject to the Security
Interest or the proceeds therefrom, including insurance proceeds and
any other payment representing indemnity or compensation for loss of
or damage thereto or the proceeds therefrom ("PROCEEDS").
Without limiting the generality of the description of Collateral as set out in
this Section 2, and for greater certainty, the Collateral shall include all
present and future real and personal property of the Borrower located on or
about or in transit to or from the address of the Borrower set out on this
Agreement and the location(s) set out in Schedule "B" attached hereto.
Notwithstanding the foregoing, the Collateral shall not include any right, title
or interest of the Borrower to or arising from the agreements listed on Schedule
"C" attached hereto. The Security Interest granted hereunder shall upon
completion of all required filings and registrations rank pari passu with all of
the security interests of the Borrower granted to secure advances made by those
persons providing production and pre-launch marketing credit facilities in
connection with the film adaptation by the Borrower of the Gospel of Xxxx as
described on Schedule "D" hereto, provided that the principal amount of such
credit facilities, together with the principal amount of the Obligations, shall
not exceed in the aggregate the amount of U.S. $11,000,000, and shall rank prior
to all other security interests granted by the Borrower in the Collateral.
3. ATTACHMENT. The Borrower acknowledges and agrees that (i) value has been
given, (ii) the Borrower has rights in the Collateral, and (iii) the Security
Interest shall attach to existing Collateral upon execution of this Agreement by
the Borrower and to each item of after-acquired Collateral at the time that the
Borrower acquires any rights therein.
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4. DEALINGS WITH COLLATERAL. Until the Security Interest becomes enforceable,
the Borrower may sell its Inventory and collect its Accounts in the ordinary
course of its business; provided that after the Security Interest becomes
enforceable, all Accounts collected by the Borrower shall be immediately
remitted to the Lenders. Until remitted, all Accounts received by the Borrower
shall be held by the Borrower as agent and in trust for the Lenders.
5. EXCEPTION RE LEASEHOLD INTERESTS AND CONTRACTUAL RIGHTS. The last day of
the term of any lease, sublease or agreement therefor is specifically excepted
from the Security Interest, but the Borrower agrees to stand possessed of such
last day in trust for any person acquiring such interest of the Borrower. To the
extent that the creation of the Security Interest would constitute a breach or
cause the acceleration of any agreement, right, licence or permit to which the
Borrower is a party, the Security Interest shall not attach thereto, but the
Borrower shall hold its interest therein in trust for the Lenders, and the
Security Interest shall attach to such agreement, right, license or permit
forthwith upon obtaining the consent of the other party thereto.
6. COVENANTS OF BORROWER. Except as otherwise expressly provided herein or in
the Debentures or the Subscription Agreements, the Borrower covenants and agrees
in favour of the Lenders as follows:
(a) to keep the Collateral free and clear of all taxes, assessments,
liens, mortgages, charges, claims, encumbrances and security
interests whatsoever, except for the Security Interest;
(b) not to sell, exchange, transfer, assign, lease or otherwise dispose
of or deal in any way with the Collateral or any interest therein,
or enter into any agreement or undertaking to do so; except as may
be permitted in this Agreement;
(c) to keep the Collateral in good condition, and to keep the Collateral
located at the places warranted herein;
(d) to obtain from financially responsible insurance companies and
maintain insurance in respect of such risks and in such amounts as
the Majority Lenders (as hereinafter defined) may reasonably require
from time to time, and such insurance shall include a standard
mortgage clause approved by the Insurance Bureau of Canada, and the
Borrower agrees to cause the interest of the Lenders to be noted as
its interest might appear on such policies of insurance (except
public liability insurance), and to furnish the Lenders upon request
with certificates of insurance and certified copies of such
policies;
(e) to promptly notify the Lenders of any loss or damage to the
Collateral, and of any change in any information provided in this
Agreement;
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(f) to promptly pay all taxes, assessments, rates, levies, payroll
deductions, vacation pay, workers' compensation assessments, and any
other charges which could result in the creation of a statutory lien
or deemed trust in respect of the Collateral;
(g) to deliver to the Lenders such information concerning the Collateral
or the Borrower as the Lenders may reasonably request from time to
time, including aged lists of Inventory and Accounts and annual and
monthly financial statements of the Borrower;
(i) to allow the Lenders to have access to all premises of the Borrower
at which Collateral may be located and to inspect the Collateral and
all records of the Borrower pertaining thereto from time to time;
and
(j) to do, make, execute and deliver such further and other assignments,
transfers, deeds, agreements and other documents as may be
reasonably required by the Lenders to establish in favour of the
Lenders the Security Interest intended to be created hereby and to
accomplish the intention of this Agreement.
7. ENFORCEMENT. The Security Interest shall become enforceable immediately
upon the occurrence of (a) a material breach of any of the covenants set out
herein following (i) receipt by the Borrower of written notice of such material
breach from the Lenders (which notice shall include reasonable particulars of
such breach), and (ii)the expiration of a ten (10) day cure period during which
the Borrower has failed to remedy such breach, or (b) a default or event of
default as defined in the Debenture or in the Subscription Agreement provided
that all required notices of default have been provided to the Borrower and
provided further that all applicable cure periods with respect to such default
have expired and the Borrower has not remedied such default prior to the
expiration thereof. Each of the Lenders shall be entitled to receive its
pro-rata share (based upon the percentage that such Lender's aggregate principal
advances to the Borrower represent of the total aggregate principal advances by
all of the Lenders to the Borrower) of all proceeds received as a result of the
enforcement of the Security Interest.
8. REMEDIES. In the event that the Security Interest becomes enforceable, the
Lenders shall have the following remedies in addition to any other remedies
available at law or equity or contained in any other agreement between the
Borrower and the Lenders, all of which remedies shall be independent and
cumulative:
(a) entry of any premises where Collateral may be located;
(b) possession of Collateral by any method permitted by law;
(c) the sale or lease of Collateral;
(d) the collection of any rents, income and profits received in
connection with the business of the Borrower or the Collateral;
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(e) the collection, realization, sale or other dealing with any
Accounts;
(f) the appointment by instrument in writing of a receiver or a receiver
and manager (each of which is herein called a "RECEIVER") of the
Collateral;
(g) the exercise by the Lender of any of the powers set out in Section
12, without the appointment of a Receiver;
(h) proceedings in any court of competent jurisdiction for the
appointment of a receiver or a receiver and manager or for the sale
of the Collateral; and
(i) the filing of proofs of claim and other documents in order to have
the claims of the Lender lodged in any bankruptcy, winding-up or
other judicial proceeding relating to the Borrower.
The remedies of the Lenders set forth in this section or elsewhere in this
Agreement, shall be exclusively controlled by the "Majority Lenders", which for
the purposes hereof shall mean the Lenders holding a majority in aggregate
principal amount of the outstanding Debentures.
9. POWERS OF RECEIVER. Any Receiver appointed by the Majority Lenders may be
any person or persons, and the Majority Lenders may remove any Receiver so
appointed and appoint another or others instead. Any Receiver appointed shall
act as agent for the Lenders for the purposes of taking possession of the
Collateral and (except as provided below) as agent for the Borrower for all
other purposes, including without limitation the occupation of any premises of
the Borrower and in carrying on the Borrower's business. For the purposes of
realizing upon the Security Interest, the Receiver may sell, lease or otherwise
dispose of Collateral as agent for the Borrower or as agent for the Lenders as
it may determine in its discretion. The Borrower agrees to ratify and confirm
all actions of the Receiver acting as agent for the Borrower, and to release and
indemnify the Receiver in respect of all such actions. Any Receiver so appointed
shall have the following powers:
(a) to enter upon, use and occupy all premises owned or occupied by the
Borrower;
(b) to take possession of the Collateral;
(c) to carry on the business of the Borrower;
(d) to borrow money required for the maintenance, preservation or
protection of the Collateral or for the carrying on of the business
of the Borrower, and in the discretion of such Receiver, to charge
and grant further security interests in the Collateral in priority
to the Security Interest, as security for the money so borrowed;
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(e) to sell, lease or otherwise dispose of the Collateral or any part
thereof on such terms and conditions and in such manner as the
Receiver shall determine in its discretion;
(f) to demand, commence, continue or defend any judicial or
administrative proceedings for the purpose of protecting, seizing,
collecting, realizing or obtaining possession or payment of the
Collateral, and to give valid and effectual receipts and discharges
therefor and to compromise or give time for the payment or
performance of all or any part of the Accounts or any other
obligation of any third party to the Borrower; and
(g) to exercise any rights or remedies which could have been exercised
by the Lender against the Borrower or the Collateral.
10. DISPOSITION. The Majority Lenders may sell, lease or otherwise dispose of
any Collateral as a whole or in separate parcels by public auction or private
tender or by private contract with or without notice and with or without
advertising and without any other formality, all of which are hereby expressly
waived by the Borrower and any such sale, lease or disposition shall be on such
terms and conditions as to credit, as to upset or reserve bid or price and
otherwise as the Majority Lenders may consider commercially reasonable. In the
event that any disposition is made on credit or part cash and part credit, each
Lender need only credit the actual cash received at the time of disposition
against the Obligations and any payments made pursuant to any credit granted at
the time of the disposition shall be credited against the Obligations as and
when received. The Majority Lenders may rescind, terminate or vary any contract
for the sale, lease or disposition of any Collateral and may resell, relet or
otherwise redispose of the Collateral without being accountable or otherwise
liable for any loss occasioned thereby. Any sale, lease or other disposition of
any Collateral may be made by the Majority Lender whether or not it has taken
possession of the Collateral.
11. FAILURE OF THE LENDER TO EXERCISE REMEDIES. The Lenders shall not be
liable for any delay or failure to enforce any remedies available to it or any
delay or failure to institute any proceedings for such purposes.
12. APPLICATION OF PAYMENTS. All payments made in respect of the Obligations
and all monies received by the Lenders or any Receiver appointed by the Majority
Lenders in respect of the enforcement of the Security Interest (including the
receipt of any Money) may be held as security for the Obligations or applied in
such manner as may be determined in the discretion of the Majority Lenders or
the Receiver, as the case may be, and the Lenders may at any time apply or
change any such appropriation of such payments or monies to such part or parts
of the Obligations as the Lenders may determine in its discretion. The Borrower
shall remain liable to the Lenders for any deficiency; and any surplus funds
realized after the satisfaction of all Obligations shall be paid in accordance
with applicable law.
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13. DEALINGS BY THE LENDERS. The Majority Lenders may grant extensions of time
and other indulgences, take and give up securities, accept compositions, grant
releases and discharges, and otherwise deal with the Collateral, the Borrower,
debtors of the Borrower, guarantors and sureties of the Borrower, and others as
the Majority Lenders may see fit, without prejudice to the Obligations and the
rights of the Lenders to hold and realize upon the Security Interest. The
Lenders have no obligation to keep Collateral identifiable, or to preserve
rights against prior secured creditors in respect of any Collateral.
14. NOTICE. Any demand, notice, direction or other communication to be made or
given hereunder (in each case, "COMMUNICATION") shall be in writing and shall be
made or given by personal delivery, by courier, by facsimile transmission, or
sent by registered mail, charges prepaid, addressed to the respective parties as
follows:
(i) if to the Borrower:
Visual Bible International, Inc.
0000 Xxx Xxxxxx
Xxxxx 000
Xxxxxxx, Xxxxxxx
X0X 0X0
Facsimile no: (000)000-0000
Attention: Executive Vice President and Chief Financial Officer
(ii) if to the Lenders,
at the respective addresses and facsimile numbers indicated in
Schedule "A",
or to such other address or facsimile number as any party may from time to time
designate in accordance with this Section. Any Communication made by personal
delivery or by courier shall be conclusively deemed to have been given and
received on the day of actual delivery thereof or if such day is not a Business
Day, on the first Business Day thereafter. Any Communication made or given by
facsimile on a Business Day before 4:00 p.m. (local time of the recipient) shall
be conclusively deemed to have been given and received on such Business Day and
otherwise shall be conclusively deemed to have been given and received on the
first Business Day following the transmittal thereof. Any Communication that is
mailed shall be conclusively deemed to have been given and received on the fifth
Business Day following the date of mailing but if, at the time of mailing or
within five Business Days thereafter, there is or occurs a labour dispute or
other event that might reasonably be expected to disrupt delivery of documents
by mail, any Communication shall be delivered or transmitted by any other means
provided for in this Section. When used in this Agreement, "BUSINESS DAY" shall
mean a day other than a Saturday, Sunday or any statutory holiday in the
Province of Ontario.
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15. POWER OF ATTORNEY. The Borrower hereby constitutes and appoints each
Lender or any officer thereof as its true and lawful attorney, effective upon
the occurrence and during the continuance of an Event of Default, with full
power of substitution, to execute all documents and take all actions as may be
necessary or desirable to perform any obligations of the Borrower arising
pursuant to this Agreement, and in executing such documents and taking such
actions, to use the name of the Borrower whenever and wherever it may be
considered necessary or expedient. These powers are coupled with an interest and
are irrevocable until all of the Obligations have been repaid in full and this
Agreement is terminated and the Security Interest created herein has been
released.
16. SEPARATE SECURITY. This Agreement and the Security Interest are in
addition to and not in substitution for any other security now or hereafter held
by the Lenders in respect of the Borrower, the Obligations or the Collateral and
any other present and future rights or remedies which the Lender might have with
respect thereto.
17. LENDERS NOT OBLIGED TO ADVANCE. Nothing in this Agreement shall obligate
the Lenders to make any loan or accommodation to the Borrower or any other party
in connection with this Agreement, or extend the time for payment or
satisfaction of any Obligations.
18. AMALGAMATION OF BORROWER. The Borrower acknowledges and agrees that in the
event that it amalgamates with any other persons (which it is prohibited from
doing without the prior written consent of the Lenders) then the Collateral and
the Security Interest shall extend to and include all like property of the
amalgamated corporation and all references herein to Borrower shall extend to
and include the amalgamated corporation and all references herein to Obligations
shall extend to and include all of the debts, liabilities and obligations of
every type and kind of the amalgamated corporation.
19. AMENDMENTS. This Agreement may not be amended or otherwise modified except
by an instrument in writing executed by all the parties hereto.
20. WAIVERS. The Lenders shall not, by any act, delay, omission or otherwise,
be deemed to have expressly or impliedly waived any of its rights, powers and/or
remedies unless such waiver shall be in writing and executed by authorized
officers of the Majority Lenders. Any such waiver shall be enforceable only to
the extent specifically set forth therein. A waiver by the Lenders of any right,
power and/or remedy on any one occasion shall not be construed as a bar to or
waiver of any such right, power and/or remedy which the Lenders would otherwise
have on any future occasion, whether similar in kind or otherwise.
21. ASSIGNMENT. Each Lender may from time to time upon notice to, but without
the consent of the Borrower, assign or transfer this Agreement and the
Obligations or any portion thereof or interest therein to any other party (the
"ASSIGNEE"). The Assignee shall, to the extent of the interest so assigned or
transferred, be entitled to the benefit of and the right to enforce this
Agreement to the same extent as if the Assignee were such Lender. The Borrower
shall not be entitled to assign or transfer this Agreement or any of the
Borrower's rights, duties or obligations hereunder without the prior written
consent of the Lenders.
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22. RELEASE AND RECONVEYANCE. Upon payment in full of the Obligations to the
Lenders, the Lenders shall upon receipt of a written request from the Borrower
release the Security Interest and reassign the Collateral to the Borrower
without recourse and without representations or warranties, and the Lenders
shall at the request and expense of the Borrower execute and deliver all such
discharges, releases, reassignments and further assurances as may be reasonably
required in this regard.
23. NUMBER, GENDER AND PERSONS. Unless the context otherwise requires, words
importing the singular in number only shall include the plural and vice versa,
words importing the use of gender shall include the masculine, feminine and
neuter genders and words importing persons shall include individuals,
corporations, partnerships, associations, trusts, unincorporated organizations,
governmental bodies and other legal or business entities.
24. SEVERABILITY. If any provision of this Agreement is determined by a court
of competent jurisdiction to be invalid, illegal or unenforceable in any
respect, such determination shall not impair or affect the validity, legality or
enforceability of the remaining provisions hereof, and each such provision shall
be interpreted in such a manner as to render them valid, legal and enforceable
to the greatest extent permitted by applicable law. Each provision of this
Agreement is declared to be separate, severable and distinct.
25. SUCCESSORS AND ASSIGNS. This Agreement shall enure to the benefit of each
Lender and its successors and assigns, and shall be binding upon the Borrower
and its successors and permitted assigns.
26. TIME. Time shall be of the essence of this Agreement.
27. EXECUTION BY FACSIMILE. Delivery of an executed copy of a signature page
to this Agreement by facsimile transmission shall be effective as delivery of a
manually executed copy of this Agreement and the Borrower undertakes to provide
the Lenders with a copy of this Agreement bearing original signatures forthwith
upon demand.
28. GOVERNING LAW AND ATTORNMENT. This Agreement shall be governed by and
interpreted in accordance with the laws of the Province of Ontario and the
federal laws of Canada applicable therein. Without prejudice to the ability of
each Lender to enforce this Agreement in any other proper jurisdiction, the
Borrower irrevocably submits and attorns to the non-exclusive jurisdiction of
the courts of the Province of Ontario in connection with this Agreement.
29. ENTIRE AGREEMENT. This Agreement, including any schedules attached hereto,
constitutes the entire agreement between the Borrower and the Lenders relating
to the subject-matter hereof and supersedes all prior agreements,
representations, warranties, conditions or collateral agreements, whether oral
or written, express or implied, with respect to the subject matter hereof.
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30. EXPENSES. The Borrower shall pay forthwith upon demand by all or any of
the Lenders all expenses, including the reasonable fees, disbursements and other
charges of its counsel (on a solicitor and his own client basis), experts or
agents which the Lenders may incur in connection with (i) the negotiation and
preparation of this Agreement, (ii) the administration of this Agreement, (iii)
the custody or preservation of, or the sale of, collection from or other
realization upon any of the Collateral, (iv) the exercise, enforcement or
protection of any of the rights of the Lenders hereunder or (v) the failure of
the Borrower to perform or observe any of the provisions hereof.
31. FURTHER ASSURANCES. The Borrower shall forthwith, at its own expense and
from time to time, do or file, or cause to be done or filed, all such things and
shall execute and deliver all such documents, agreements, opinions, certificates
and instruments reasonably requested by each Lender or its counsel as may be
necessary or desirable to complete the transactions contemplated by this
Agreement and carry out its provisions and intention.
32. COPY OF AGREEMENT. The Borrower acknowledges receipt of an executed copy
of this Agreement.
THIS AGREEMENT has been executed by the Borrower on the date first stated above.
VISUAL BIBLE INTERNATIONAL, INC.
By:______________________________
Xxxxxx Xxxxxx
Executive Vice-President and
Chief Financial Officer
SCHEDULE "A"
LIST OF LENDERS
1. Augusta Holding Inc.
00 Xx. Xxxxx Xxxxxx Xxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxx
X0X 0X0
Facsimile no: (000)000-0000
Attention: Xxxxxx Prosseman
2. Xxxxxxx Xxxxxxx
c/o Soho Financial
000 Xxxxxx Xxxx Xxxx, Xxxxx 00
Xxx Xxxxx, Xxxxxxx
X0X 0X0
Facsimile no: (000)000-0000
Attention: Xx. Xx Xxxxxxxxx, C.A.
3. Xxxxxx Steels
68 Liebeck Cres.
Xxxxxxxxxx, Xxxxxxx
X0X 0X0
Facsimile no: (000)000-0000
Attention: Xx. Xxxxxx Steels
4. Art Kleinstein
000 Xxxxxxx
Xxxxxx, Xxxxxxxx
00000
Facsimile no: (000)000-0000
Attention: Art Kleinstein
5. Xxx Xxxxxxxxxx
00 Xx. Xxxxx Xxxxxx Xxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxx
X0X 0X0
Facsimile no: (000)000-0000
Attention: Xx. Xxx Xxxxxxxxxx
6. Xxxx Xxxxxxx Limited
000 Xxxxxxxxx Xxxxxx Xxxx, Xxxxx 000
Xxxxxxx, Xxxxxxx
X0X 0X0
Facsimile no: (000)000-0000
Attention: Xxxx Xxxxxxx
7. Zivojin Maznic
0000-000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx
X0X 0X0
Facsimile no: (000)000-0000
Attention: Xx. Xxxxxxx Maznic
8. Red Brook Developments Limited
000 Xxxxxxx Xxxx
Xxx Xxxxx, Xxxxxxx
X0X 0X0
Facsimile no: (000)000-0000
Attention: Xxxx Xxxxxxx
SCHEDULE "B"
ADDITIONAL PLACES WHERE COLLATERAL MAY BE LOCATED
1. 0000 Xxxx Xxxxxx Xxxxxx
Xxxxx 000
Xxxx Xxxxx, Xxxxxxx
00000
SCHEDULE"C"
LIST OF AGREEMENTS
1. Settlement and New Licensing Agreement between International Bible Society
and Visual Bible International, Inc. entered into as of November 2, 2001;
2. Licensing Agreement between American Bible Society and Visual Bible
International, Inc. entered into as of September 20, 2000;
3. Licensing Agreement between Genesis Broadcasting Systems, Inc. and Visual
Bible International, Inc.;
4. Memorandum of Understanding between The United Bible Societies and Visual
Bible International, Inc.;
5. Licensing Agreement between The Bible Society in Italy/Societa Biblica
Britannica E Forestiera Editrice Elledici and Visual Bible, Inc. entered
into as of October 11, 2001;
6. Licensing Agreement between The Bible Society of Brazil and Visual Bible,
Inc. entered into September 17, 2001; and
7. Agreement between Xxxxxx Xxxxxx Publishers and Visual Bible, Inc. dated
September 1, 2001, as amended.
SCHEDULE "D"
OTHER LENDERS
VISUAL BIBLE INTERNATIONAL, INC.
DEBENTURE FINANCING
MINIMUM - US$4.0 MILLION
MAXIMUM - US$5.0 MILLION
PURPOSE - THE GOSPEL OF XXXX
Production financing - US$3.5 Million
Pre-launch marketing - US$.5 - 1.5 Million
SECURITY PARI PASSU - PRO RATED PARTICIPATION
FACILITIES LISTED BELOW OR EQUIVALENT REPLACEMENT FACILITIES
US$(000)
GROSS
1. Visual Bible Debentures 5,000
2. Cdn. federal & provincial tax credits 1,350
3. Think Film - North American distribution 550
4. Cinemavault Releasing Inc. - foreign distribution 1,450
5. UK sale leaseback 1,350
6. Film Finances, Inc. - completion guarantor 600
- contingency budget
7. Deluxe Labs and Video 500
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TOTAL 10,800
======
NOTE: PRO RATED SECURITY COVERAGE NOT TO EXCEED US$11 MILLION + INTEREST
