Exhibit 99.31
PROMISSORY NOTE AND
PLEDGE AGREEMENT
$1,515,200 Toronto, Ontario
November 6, 1997
1. PROMISE TO PAY
FOR VALUE RECEIVED the undersigned, on and subject to the terms and
conditions hereinafter set forth, hereby promises to pay to or to the order of
XXXXXXXXX INC. (the "Corporation") the sum of $1,515,200 in lawful money of
Canada on the Initial Period Expiry Date of the Series II Preference Shares of
the Corporation (as defined in the share conditions attached thereto) provided
that a pro rata portion of such amount shall become immediately due and payable
on the disposition for cash proceeds of any of the 160,000 Series I Preference
Shares or 160,000 Series II Preference Shares pledged as security for this Note.
The amount of any pro rata principal repayment required because of a disposition
of Series I or Series II Preference Shares shall be calculated on the basis of
relative values of $4.00 and $10.00 per Series I and Series II Preference Share,
respectively.
2. INTEREST
The principal amount outstanding hereunder from time to time shall
bear interest from October 21, 1997 at a rate per annum equal to the prime rate
of interest charged by Canadian Imperial Bank of Commerce from time to time plus
1/2% before and after maturity, default and judgment and until actual payment,
with interest on overdue interest at the same rate. Interest shall be calculated
on, and shall be due and payable in arrears on, each dividend payment date in
respect of the Series I Preference Shares and Series II Preference Shares of the
Corporation. The Corporation is hereby authorized to apply the dividends paid on
the pledged shares (as defined below) against the interest owing hereunder by
the undersigned on each dividend payment date.
3. PREPAYMENT PRIVILEGE
The undersigned when not in default hereunder shall have the right
at any time and from time to time to pay all or any portion of the principal
amount then owing upon this Note.
4. PLEDGE OF SHARES
The indebtedness evidenced by this Note shall be secured by the
pledge to the Corporation of 160,000 Series I Preference Shares and 160,000
Series II Preference
Shares in the capital of the Corporation (the "pledged shares"). A certificate
for the pledged shares, registered in the name of The Ravelston Corporation
Limited and duly endorsed in blank for transfer, has been delivered to the
Corporation to be held by the Corporation pursuant to the terms hereof.
The undersigned hereby pledges the pledged shares to the
Corporation, and agrees that the pledged shares shall be held by the Corporation
as continuing collateral security for the due and punctual payment to the
Corporation of all monies payable under this Note in accordance with its terms
and conditions. Forthwith after the corporation shall have determined:
(a) that there has been a default by the undersigned under the Note;
(b) that three (3) business days have elapsed after the Corporation sent
written notice of such default to the undersigned; and
(c) that the default has not been remedied by the undersigned;
the Corporation shall be entitled to redeem or sell all or a portion of the
pledged shares at public or private sale, at the option of the Corporation. The
Corporation may be the purchaser of the pledged shares (or any portion thereof)
at any such sale. The Corporation shall apply the full amount received by it on
such redemption or sale (less expenses) towards satisfaction of the balance
owing to the Corporation by the undersigned under this Note. To the extent that
the amount of such proceeds exceeds the balance owing by the undersigned under
this Note, the Corporation shall pay, such excess amount to the undersigned. To
the extent that the amount of such proceeds is less than the balance owing by
the undersigned under this Note, the undersigned shall be obligated to pay to
the Corporation forthwith the amount owing under this Note after application of
such proceeds towards satisfaction of this Note.
The undersigned shall be entitled to receive from the Corporation,
as soon as may be practicable after receipt of a written request therefor,
certificates representing the number of pledged shares in respect of which a
principal repayment hereunder has been made.
5. NOTICES
Any notice required or desired to be given hereunder shall be in
writing and shall be deemed to have been sufficiently given or served for all
purposes if mailed by registered mail, postage prepaid, telegraphed or
personally delivered to the following respective addresses of the parties hereto
until otherwise directed by written notice similarly given:
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(a) the undersigned: c/o The Ravelston Corporation Limited
00 Xxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx
X0X 0X0
(b) the Corporation: Xxxxxxxxx Inc.
00 Xxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx
X0X 0X0
6. BINDING ON SUCCESSORS AND ASSIGNS
This agreement shall enure to the benefit of and be binding upon the
respective successors and assigns of the parties hereto.
7. GOVERNING LAW
This agreement shall be governed by and construed in accordance with
the laws of the Province of Ontario.
IN WITNESS WHEREOF the undersigned has executed this Promissory Note
and Pledge Agreement as of the 6th day of November, 1997.
________________________________________
XXXXXX X. XXXXX
The foregoing is hereby agreed to by the undersigned
as of the 6th day of November, 1997.
XXXXXXXXX INC.
By: _______________________________
Vice-President and Secretary
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