LAURUS MASTER FUND, LTD.
c/o Laurus Capital Management, LLC
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
August 17, 2006
VIA TELECOPY AND FEDERAL EXPRESS (Next Day Delivery)
To the Parties on Attached
Schedule A
Re: Default Notice
Ladies and Gentlemen:
Reference is made to (a) the Security and Purchase Agreement dated as of
November 9, 2004 (as amended, restated, modified and/or supplemented from time
to time, the "Security Agreement") among Xxxxxx Equipment, Inc. (f/k/a Maxim
Mortgage Corporation)("Xxxxxx Equipment"), Xxxxxx Ventures, Inc. ("Xxxxxx
Ventures")(Xxxxxx Equipment and Xxxxxx Ventures, each a "Company" and
collectively, "Companies") and Laurus Master Fund, Ltd. ("Laurus") and (b) the
Ancillary Agreements (as defined in the Security Agreement)(the Security
Agreement and the Ancillary Agreements, each a "Document" and collectively, the
"Documents"). Capitalized terms not otherwise defined herein shall have the
meanings set forth in the Security Agreement.
Although Laurus is not required under the terms of the Documents to
provide any Company, any guarantor or any other Person notice of the occurrence
of the same, be advised that various Events of Default have occurred and are
continuing under the Documents (collectively, the "Existing Events of Default")
including, without limitation, the Events of Default that have occurred as a
result of the inability of Xxxxxx Canada to pay its debts as they become due and
the cessation of operations of Xxxxxx Canada's present business. The occurrence
and continuance of the Existing Events of Default entitles Laurus to exercise
its rights and remedies under the Documents and applicable law including,
without limitation, (i) the right to declare all Obligations due and payable and
(ii) the right to enforce and exercise any and all of its rights, remedies,
liens and security interests under the Documents. Laurus' voluntary forbearance,
if any, from exercising any of its rights or remedies is not intended (and
should not be construed) as a waiver of the Existing Events of Default or
Laurus' rights and remedies with respect thereto, all of which are reserved and
preserved by Laurus. Any waiver of any Existing Events of Default shall only be
effective if set forth in a written instrument executed and delivered in
accordance with the terms of the Security Agreement.
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Nothing contained herein shall (a) limit in any manner whatsoever each
Company's, each guarantor's and each other Person's obligation to comply with,
and Laurus' right to insist on such Company's, such guarantor's and such other
Person's compliance with, each and every term of the Documents, or (b)
constitute a waiver of any Event of Default or any right or remedy available to
Laurus, or of any Company's, any guarantor's or any other Person's obligation to
pay and perform all of its obligations, in each case whether arising under the
Documents, applicable law and/or in equity, all of which rights and remedies
howsoever arising are hereby expressly reserved, are not waived and may be
exercised by Laurus at any time.
Very truly yours,
LAURUS MASTER FUND, LTD.
By: /s/ Xxxxx Grin
----------------------------
Name: Xxxxx Grin
-------------------------
Title: Director
-------------------------
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Schedule A
Xxxxxx Equipment, Inc.
Pneutech Inc.
Hydramen Fluid Power Limited
0000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxx 00000
Attention: Xxxxx Xxxxx
(telecopy: 312-873-3739)
Xxxxxx Equipment 2004 Inc.
00 Xxxxxxx xxxx
Xxxxxxxxxxx, XX X0X 0X0 Xxxxxx
Attention: Xxxxx Xxxxx
(telecopy: 506-276-4308)
Xxxxxx Equipment Asia Inc.
Samsung Industries Co. Ltd.
000-00, Xxx-Xx, Xxxxxxxx-Xxxx
Xxxxxx Xxxx, Xxxxxxxxxxxxxx, Xxxxx
Attention: Xxx Xxx No
(telecopy: 055-339-2611)
Sichenzia Xxxx Xxxxxxxx Xxxxxxx LLP
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxx, Esq.
(telecopy: 212-930-9725)
Xxxxxxx Xxxxxx Xxxxxxx Xxxxxxx, g.p.
000 Xxxxxx-Xxxxxxxx
Xxxxx 000
Xxxxxxxxx, Xxxxxx X0X 0X0
Attention: Xxxxxxx Xxxxxxx
(telecopy: 450-674-0503)
Her Majesty the Queen in Right
of the Province of New Brunswick
000 Xxxx Xxxxxx
Xxxxxxxxxxx, Xxx Xxxxxxxxx, Xxxxxx
X0X 0X0
Attention: Minister of Business, New Brunswick
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McCain Foods Limited
McBan Equipment Ltd.
(as successor in interest of 016133 N.B. Ltd.,
f/k/a Xxxxxx Equipment Ltd.)
BCE Place, 000 Xxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxx, Xxxxxx
X0X 0X0
Attention: Xx. Xxxxxx Xxxxxx/Xx. Xxxxxxxx Xxxx
(telecopy: 416-955-1756)
Xxxxxxxx Group, LLC
Xxxxx Xxxxxxxx
Xxxxx Xxxxx
Xxxxxxxx Xxxx
Xxxxxxx Xxxxxxx
Xxxxx X. Xxxxx
c/x Xxxxxx Equipment, Inc.
0000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxx 00000
Attention: Xxxxx Xxxxx
(telecopy: 312-873-3739)
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