EXHIBIT 10.3
LOAN AGREEMENT
THIS AGREEMENT dated June 20, 1996,
BETWEEN:
622291 Ontario Limited, a Company duly incorporated under the laws of the
Province of Ontario, Of Ottawa, Ontario,
(the "Company 1")
AND:
Xxxxxx Arabians Inc., a Company duly incorporated under the laws of the
Province of Ontario of Ottawa, Ontario,
(the "Company 2")
AND:
Xxxxx Xxxxxxx, Business Person, of c/o 000 Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxx,
(the "Individual 1")
AND:
, Business Person, of
, Ontario
(the "Individual 2")
(the above described are individually and collectively called the "Borrower")
OF THE FIRST PART
AND:
BUSINESS DEVELOPMENT BANK OF CANADA, incorporated by Special Act of the
Parliament of Canada and having its Head Office in the City of Montreal, in
the Province of Quebec, with a branch at Ottawa, Ontario
("BDC") OF THE SECOND PART
CONTENTS
1. Interpretation 6. Other Payment Provisions 11. Financial Reporting
2. The Loan 7. Security 12. Inspections
3. Repayment Terms 8. Business and Assets 13. Default
4. Other Terms 9. Environment 14. Remedies and Powers
5. Prepayment 10. Insurance 15. General
The Borrower covenants and agrees with BDC as follows:
1. INTERPRETATION
1.01 Definitions
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"Application for Financing" means the form of application for the Loan
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executed by the Borrower and dated prior to the Commitment Letter.
"BDC's Operational Rate" means the annual rate of interest announced by
----------------------
BDC from time to time as its operational rate then in effect for
determining the floating interest rates on Canadian dollar commercial
and industrial loans.
"Base Rate" means the annual rate of interest announced by BDC from
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time to time as its base rate applicable to each of BDC's Fixed
Interest Rate Plans then in effect for determining the fixed interest
rates on Canadian dollar commercial and industrial loans.
"Commitment Letter" means the letter of offer of the Loan dated June 3,
-----------------
1996 and subsequent modifications.
"Corresponding Fixed Interest Rate Plan" means in relation to the
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prepayment of a fixed interest rate loan, the Fixed Interest Rate Plan
equal to the number of years, rounded to the nearest year (minimum of
one year), from the date the prepayment is received to the next
scheduled Interest Adjustment Date (or the Maturity Date if earlier).
"Fixed Interest Rate Plan" means at any time a fixed interest rate plan
------------------------
offered by BDC to its customers generally at such time.
"Floating Interest Rate Plan" means the floating interest rate plan set
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out herein.
"Interest Adjustment Date" means the dates established in this
------------------------
agreement for the adjustment or further adjustment of the interest
rate.
"Loan" means the loan offered in the Commitment Letter in the amount of
----
$509,160.00.
"Loan Rate" means the floating interest rate applicable to this Loan
---------
which is an annual rate of 0.70% above BDC's Operational Rate
calculated as set out herein.
"Maturity Date" is 2006, August, 23 on which date any monies then
-------------
unpaid will be due.
"Month of Loan Authorization" is June 1996.
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"Permitted Encumbrance" means financial or other charges permitted to
---------------------
rank in priority to the Security under the terms of the Commitment
Letter.
"Security" means the security described in Schedule "A" attached and
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all additions, replacements or modifications thereto.
1.02 Governing Law
-------------
This agreement and the Security and the rights and obligations of the
parties under this agreement and the Security will be governed by and
construed and interpreted in accordance with the laws of Ontario.
2. THE LOAN
BDC has agreed to lend to the Borrower and the Borrower has agreed to borrow
from BDC, the Loan pursuant to the Commitment Letter and the Borrower has
agreed to give the Security to secure the Loan.
3. REPAYMENT TERMS
The Borrower will repay to BDC at its head office in the City of Montreal,
in the Province of Quebec, or at such other place in Canada as BDC may in
writing from time to time direct, the Loan with interest thereon as follows:
PRINCIPAL AMOUNT $509,160.00
INTEREST RATE
The interest rate shall vary automatically without notice to the Borrower
upon change in BDC's Operational Rate. AT the date of he Commitment Letter,
BDC's Operational Rate as 7.80% per annum, the Loan Rate was 0.70% per annum
above BDC's Operational Rate and the interest rate was therefore 8.50% per
annum.
FIRST PAYMENT DATE
a) Interest
The 23rd day of the month following the first disbursement of
principal.
b) Principal
AMOUNT OF EACH PERIODIC PAYMENT
a) Interest
Interest is calculated daily not in advance on the principal
outstanding from time to time commencing on the date of the first
disbursement of principal. Interest is paid monthly on the 23rd day of
each month commencing as provided above and continuing until all
amounts required to be paid under the Loan are paid. Where the parties
have agreed, BDC may retain a portion of the Principal Amount and
deduct, from time to time from such portion regular payments of
interest as provided for herein.
b) Principal
1 payment of $3,985.00 commencing July 23, 1996 ,followed by
121 payments of $4,175.00 commencing August 23, 1996 ,followed by
payments of $commencing ,followed by
payments of $commencing ,followed by
with the balance of the principal and any other monies owing to be paid
on August 23, 2006 the Maturity Date.
4. OTHER TERMS
4.01 Switching Plans
---------------
The Borrower may, at any time, elect to change to any Fixed Interest
Rate Plan offered by BDC at the time of such election upon giving BDC
30 days notice of such election and upon payment of BDC's standard
switching fee then in effect and upon other terms and conditions agreed
upon with BDC at the time.
4.02 Interest Adjustments
--------------------
Any underlying conditions in the Commitment Letter allowing other
adjustments by BDC to the Loan Rate, if any, apply to the Loan.
5. PREPAYMENT
5.01 Fixed Interest Rate Plan
------------------------
If the Borrower is on a Fixed Interest Rate Plan, the following
provisions will apply:
The Borrower shall have the privilege of prepaying at any time, without
notice, the whole or any part of the outstanding principal upon payment
of the accrued interest, and any other sums due at the date of the
prepayment provided that an indemnity is paid to BDC which is equal to:
a) three months' interest on the principal prepaid, such interest to
be computed in the same manner and at the same rate as a monthly
installment of interest herein would, at time of prepayment, be
calculated; and
b) an interest differential charge which is only applicable if, on the
date prepayment is received, BDC's Base Rate for the Corresponding
Fixed Interest Rate Plan is lower than the Base Rate in effect when
the Borrower either entered or renewed the Fixed Interest Rate Plan
being prepaid, whichever is the most recent. The interest
differential is the difference between these two rates. The
interest differential is multiplied by the principal that would
have been outstanding at the 23rd of each month until the next
Interest Adjustment Date (or the maturity of the principal if
earlier). Then the present value of the amount or amounts obtained
by such multiplication is then calculated by discounting such
amount or amounts using the Base Rate for the Corresponding Fixed
Interest Rate Plan as the discount factor. The total of the
present values is the interest differential charge.
PROVIDED THAT the said indemnity shall not exceed the amount chargeable
upon prepayment according to the terms of the Interest Act of Canada
In the case of partial prepayment, the interest differential charge
will be reduced in the same proportion as the amount prepaid bears to
the principal outstanding at the time prepayment is received.
5.02 Floating Interest Rate Plan
---------------------------
If the Borrower is on the Floating Interest Rate Plan, the Borrower
shall have the privilege of prepaying at any time, without notice, the
whole or any part of the outstanding principal upon payment of the
accrued interest, and any other sums due at the date of prepayment
provided that an indemnity is paid to BDC which is equal to three
months' interest, at the Loan Rate, on the amount prepaid.
5.03 Annual Privilege
----------------
In addition to the foregoing prepayment provisions, the Borrower shall
have the privilege of prepaying annually, on the anniversary of the
24th day of the Month of Loan Authorization, an amount not exceeding
15% (non-cumulative from one year to another) of the outstanding
principal without indemnity.
5.04 General
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Partial prepayments shall be applied regressively on the then last
maturing installments of principal.
6. OTHER PAYMENT PROVISIONS
6.01 Payment Date
------------
Although it is stated above that payments of principal and interest are
to be made on the 23rd day of the month, it is agreed that BDC has the
right, exercisable at any time, to designate any other day of the month
for payments in place of the 23rd.
6.02 Interest Calculations
---------------------
Interest is calculated as provided in this Agreement as well after as
before maturity, both before and after default and both before and
after judgment.
6.03 Arrears of Interest
-------------------
Arrears of interest bear interest at the rate from time to time
chargeable on principal calculate and paid at the same times and in the
same manner as interest on principal and is secured by the Security.
6.04 Expenses and Fees
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The Borrower covenants to pay on demand:
a) all legal fees and disbursements on a solicitor and own client
basis in respect of the Loan, the preparation, issue and
registration of the Security and all legal, receiver's, bailiff's
or other fees and disbursement in respect of the enforcement or
preservation of BDC's rights and remedies under the Loan, or the
Security. In addition, the Borrower covenants to pay the costs of
any appraiser and any environmental investigator engaged by BDC to
effect any inspection, appraisal, investigation or environmental
audit of the secured assets and the cost of any environmental
rehabilitation, removal, or repair necessary to protect, preserve
or remediate the secured assets, including any cost, fine or
penalty BDC is
obliged to incur by reason of any statute, order or direction by
competent authority. The Borrower's obligations to indemnify BDC
under this paragraph continue before and after default and
notwithstanding repayment of the Loan or discharge of any part or
all of the Security;
b) an allowance for the time, work and expense of BDC or of any agent,
solicitor or servant of BDC for any purpose herein provided for and
whether such time, work or expense is advanced or incurred with the
consent of the Borrower or otherwise; and
c) all fees from time to time chargeable by BDC arising out of any
term of the Commitment Letter or any of the Security including
inspection, administration, discharge and returned cheque handling
fees.
6.05 Interest on Unpaid Amounts
--------------------------
Any amounts required to be paid herein, if not paid when due, will bear
interest until paid in the same manner as arrears of interest and are
secured by the Security.
7. SECURITY
7.01 Form of Security
----------------
All Security shall be in form and substance satisfactory to BDC and its
counsel and shall be in form sufficient for registration or filing
under all applicable laws.
7.02 Further Assurances
------------------
The Borrower shall, at its sole cost, execute and deliver or cause to
be executed and delivered to BDC such further deeds or other
instruments of conveyance, assignment, transfer, mortgage, pledge,
charge, guarantee or acknowledgement or such additional instruments or
other assurances as BDC may from time to time reasonable require to
carry out the intent of this agreement.
7.03 Multiple Security
-----------------
Notwithstanding anything else contained in any part of the Security,
each part is given as additional, concurrent and collateral security to
the remainder of the Security, and BDC shall not be obliged to realize
or enforce its rights under any part of the Security before enforcing
or realizing on the remainder of the Security, but may enforce or
realize on any part of the Security as it sees fit, in whichever order
it sees fit, and may abstain from enforcing any part of the Security as
it sees fit, any rule of law or equity to the contrary notwithstanding.
8. BUSINESS AND ASSETS
8.01 Title to Assets
---------------
The Borrower represents and warrants the Borrower's good and marketable
title to its assets that are subject to the Security, in each case free
and clear of any encumbrance other than Permitted Encumbrances.
8.02 Material Contracts
------------------
The Borrower represents and warrants that all material contracts to
which the Borrower is a party or which affect the Borrower's business
or its assets that are subject to the Security are not in default and
will remain in good standing.
8.03 Claims and Litigation
---------------------
The Borrower represents and warrants that there are no actions, suits,
or claims pending or threatened against the Borrower by any person or
governmental authority which could, if an adverse decision is made,
affect the ability of the Borrower to perform its obligations under
this agreement.
8.04 Conduct of Business
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The Borrower will agree to carry on its business in a proper business-
like manner, will keep proper books of account and records covering all
its business and affairs, will maintain in good standing all necessary
licenses, permits, approvals and consents and will comply with all
laws, ordinances and regulations applicable to it.
8.05 Reorganization
--------------
The Borrower agrees not to amalgamate, merge, consolidate or enter into
any business combination with any other person without the prior
written consent of BDC.
8.06 Corporate Undertakings
----------------------
Where the Borrower is a corporation, it shall not, without BDC's prior
written consent:
a) issue, purchase or redeem its shares;
b) permit any of its shareholders to sell, transfer or dispose of its
shares;
c) declare or pay any dividends on any of its issued shares.
8.07 Maintenance
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The Borrower will keep and maintain all of its assets used in the
conduct of its business in good order, repair and condition (reasonable
wear and tear excepted).
8.08 Security and Liens
------------------
The Borrower will not give, grant, assume or permit to exist, any
encumbrance on any of its assets that are subject to the Security other
than Permitted Encumbrances.
8.09 Nature of Business
------------------
The Borrower will not:
a) engage in any business or permit the use of its premises whether by
a tenant or other person for any purpose that would constitute an
ineligible activity under the Commitment Letter;
b) change its name or the location of the assets that are subject to
the Security without BDC's prior written consent.
c) change the nature or type of its business without BDC's prior
written consent; and
d) sell, transfer or dispose of the assets that are subject to the
Security without BDC's prior written consent except in the ordinary
course of business.
9. ENVIRONMENT
The Borrower represents and agrees that:
a) it operates and will continue to operate in conformity with all
environmental laws and will ensure its staff is trained as required for
that purpose;
b) it has an environmental emergency response plan and all officers and
employees are familiar with that plan and their duties under it;
c) it possesses and will maintain all environmental licenses, permits and
other governmental approvals as may be necessary for the conduct of its
business;
d) its assets are and will remain free of environmental damage or
contamination;
e) there has been no complaint, prosecution, investigation or proceeding,
environmental or otherwise, with respect to the Borrower's business or
assets;
f) it will advise BDC immediately upon becoming aware of any environmental
problem relating to its business or its assets that are subject to the
Security;
g) it will provide BDC with copies of all communications with
environmental officials and all environmental studies or assessments
prepared for the Borrower and it consents to BDC contacting and making
enquiries of environmental officials or assessors;
h) it will not install on or under any land mortgaged to BDC storage tanks
for petroleum products or any hazardous substance without BDC's prior
written consent and only upon full compliance with the Bank's
requirements and local ordinances or regulations.
10. INSURANCE
During the continuance of this Loan, the Borrower shall insure and keep
insured all property provided as security hereunder to their full insurable
value against loss or damage, however caused. The insurance policy(ies)
shall record BDC as loss payee and contain the standard mortgage clause as
approved by the Insurance Bureau of Canada, or a mortgage endorsement or a
Breach of Warranty Clause, as appropriate. The Borrower shall provide
evidence of the insurance coverage and pertinent clauses to BDC, if an when
requested.
If the Borrower does not maintain insurance as required, BDC may purchase
insurance to protect its own interest and the premiums shall be payable by
the Borrower.
The Borrower shall notify BDC of the occurrence of any damage or loss and
furnish any necessary proof to enable BDC to obtain payment of the insurance
money.
Receipt of insurance proceeds by BDC does not constitute a payment on the
Loan unless BDC chooses to apply the funds to the Loan and any release of
insurance proceeds not so applied does not constitute a readvance under the
Loan.
If any insurance proceeds become payable, BDC may, in its absolute
discretion, apply such proceeds to the Loan and such other obligations of
the Borrower to it in whatever order or manner it sees fit and may release
such proceeds or part of them.
The Borrower hereby authorizes and directs the insurer under any policy of
insurance called for above to include the name of BDC as a loss payee in any
cheque or draft which may be issued with respect to a claim settlement under
such insurance and the production by BDC of a copy of this agreement shall
be the insurer's full and complete authority for so doing.
11. FINANCIAL REPORTING
The Borrower shall deliver to BDC its annual financial statements within 90
days of fiscal year end and interim financial statements within 30 days
after the end of statement date.
12. INSPECTIONS
BDC may, by its officers or authorized agents, enter upon the Borrower's
premises at any time, from time to time, to inspect or to appraise the
Borrower's assets that are subject to the Security and to inspect the books
and records of the Borrower and make extracts therefrom.
13. DEFAULT
13.01 Events of Default
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The Borrower shall be in default under this agreement in the event of a
default pursuant to any of the Security, or in any of the following
events:
a) the Borrower makes default in the payment of the Loan or any money
secured by the Security, at the time and in the amounts provided;
or
b) the Borrower is in breach of any term, condition, obligation or
covenant to BDC, or any representation or warranty to BDC is
untrue, whether or not contained in the Security, the Commitment
Letter or this agreement; or
c) the Borrower declares itself to be insolvent or admits in writing
is inability to pay its debts generally as they become due, or
makes an assignment for the benefit of its creditors, is declared
bankrupt, makes a proposal or otherwise takes advantage of
provisions for relief under the Bankruptcy and Insolvency Act, the
Companies Creditors' Arrangement Act or similar legislation in any
jurisdiction, or makes an authorized assignment; or
d) a receiver, receiver and manager or receiver manager of all or any
part of the Borrower's assets is appointed; or
e) an order is made or an effective resolution is passed for winding
up the Borrower; or
f) the Borrower ceases or threatens to cease to carry on all or a
substantial part of its business; or
g) an order of execution against the Borrower's assets or any part
thereof remains unsatisfied for a period of 10 days; or
h) BDC in good faith believes and has commercially reasonable grounds
to believe that the prospect of payment or performance of any of
the Borrower's obligations is impaired; or that the property
provided as security hereunder is in danger of loss, damage,
misuse, seizure or confiscation; or
i) the lessor under any lease to the Borrower of any real or personal
property takes any steps to or threatens to terminate such lease,
or otherwise exercise any of its remedies under such lease as a
result of any default thereunder by the Borrower; or
j) the Borrower causes or allows hazardous materials to be brought
upon any lands or premises occupied by the Borrower or incorporated
into any of its assets without BDC's prior consent, or if the
Borrower causes, permits or fails to remedy any environmental
contamination upon, in or under any of its lands or assets, or
fails to comply with any abatement or remediation order given by a
responsible authority; or
k) the Borrower is in default under any loan agreement or security
given by the Borrower to BDC or to any other lender in relation to
any indebtedness other than the Loan or the Borrower accelerates or
permits the acceleration of the maturity of any material
indebtedness to any creditor other than BDC.
l) if any representation or statement made or furnished to BDC by the
Borrower or on the Borrower's behalf is false or misleading in any
material respect; or
m) if any of the events described in this default section occurs with
respect to any guarantor of the Loan.
Default under this agreement or any of the Security constitutes default
under all of the Security and this agreement.
Any default or non-compliance with any terms of the Commitment Letter
not at variance with this agreement shall constitute an event of
default under this agreement.
13.02 Consequences of Default
-----------------------
In the event of default hereunder, the Loan and any other money secured
by the Security shall, at the option of BDC, immediately become due and
payable and the Security enforceable.
14. REMEDIES AND POWERS
14.01 Obligation to Advance
---------------------
Neither the execution and delivery of this agreement or the Security
nor the advance of money thereunder binds BDC to make any advance or
further advance of the Loan.
14.02 Dealings by BDC
---------------
BDC may grant extensions of time and other indulgences, take and give
up securities including the Security, accept compositions, grant
releases and discharges and otherwise deal with the Borrower, debtors
of the Borrower, sureties and others and with the Security or any other
security from time to time given to BDC by the Borrower or any other
person all as BDC may see fit without prejudice to any of the
Borrower's indebtedness, liabilities and obligations to BDC or BDC's
right to hold and realize on any security. The Borrower further agrees
that it shall not be released nor shall its liability be in any way
reduced by reason that BDC has done or concurred in the doing of
anything whereby a surety would be released in whole or in part.
14.03 Remedies Cumulative
-------------------
BDC may in its sole discretion realize upon any security including the
Security held by it in any order or concurrently whether such security
is held by it at the date hereof or is provided at any time hereafter.
No realization or exercise by BDC of any power or right hereunder or
under any security shall in any way prejudice any further realization
or exercise until all obligations are fully satisfied. All rights and
remedies of BDC under this agreement are cumulative and not in
substitution for its rights under the Security or at law.
14.04 Waiver
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BDC may at any time waive any default which may have occurred. No such
waiver shall extend to or affect any other default or BDC's rights or
remedies in respect thereof.
14.05 Appropriation
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BDC may, after default, appropriate any moneys received by it from the
Borrower or any other person, to payment of such of the obligations of
the Borrower hereunder or under any other agreement between BDC and the
Borrower as BDC in its sole discretion may see fit, and any such
appropriations may be changed or varied from time to time.
14.06 Non-Merger
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Neither this agreement nor the Security shall operate so as to create
any merger or discharge of any warranties, obligations, covenants or
representations of the Borrower under the Application for Financing,
Commitment Letter, any amendment to them, or other document delivered
by or on behalf of the Borrower, all of which survive the execution and
delivery of the Security, the perfection of the Security interests
created thereby, and the advance of money by BDC.
The taking of a judgment or judgments or any other action or dealing
whatsoever by BDC in respect of any security from time to time given to
BDC by the Borrower or any other person shall not operate as a merger
or release of any of the Borrower's indebtedness, liabilities or
obligations hereunder or in any way affect or prejudice the rights and
remedies of BDC with respect to such indebtedness, liabilities and
obligations.
15. GENERAL
15.01 Conflicts with other Documents
------------------------------
Except for the Application for Financing, the Commitment Letter, the
Security and any other instrument delivered hereunder or pursuant
hereto, this agreement constitutes the entire agreement between BDC and
the Borrower with respect to the subject matter hereof.
Except as hereinafter expressly provided, to the extent that any
provision of the Application for Financing, the Commitment Letter or
any of the Security or any other instrument delivered hereunder or
pursuant hereto is inconsistent with or in conflict with the provisions
of this agreement, the provisions of this agreement shall govern.
15.02 Limits on Interest, Royalties and Fees
--------------------------------------
If, at any time during the term of this Loan, the aggregate amount of
interest, royalties (including additional interest, commissions,
premiums or other similar charges on sales, budgeted revenues or net
revenues of the Borrower) and fees paid or payable in connection with
the advancing of the credit pursuant to the provisions of this
agreement or any deed or agreement relating thereto (collectively, the
"Charges") would, except for this Section, constitute an amount that
might be considered as being the result of the application of an
effective annual rate of interest on the credit advanced that is
prohibited under any law, then such Charges shall be reduced such that
the Charges paid or payable at any such time be the result of the
application of an effective annual rate of interest (the "Reduced Rate
of Return") on the credit advanced equal to a rate that is one percent
(1%) pe annum less than the minimum rate which would
be prohibited under such law, the whole as calculated in accordance
with generally accepted actuarial practices and principles. Any such
reduction shall be effected by BDC, as it shall deem appropriate, by
either reducing the obligation of the Borrower to pay any portion of
the Charges which would be in excess of the amount resulting from the
application of the Reduced rate of Return (the "Excess Portion"), or,
as the case may be, by refunding to the Borrower the Excess Portion
paid by the Borrower, the whole as determined by BDC in accordance with
generally accepted actuarial practices and principles. Any such
repayment shall be made by BDC by no later than the fifth (5th)
business day following the date upon which BDC, acting reasonably and
in good faith, shall have determined that any amount received from the
Borrower constitutes an Excess Portion.
15.03 Notice
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Any demand or notice herein referred to may be effectively given by BDC
by personal delivery thereof or by mailing such demand or notice by
prepaid post to the Borrower at the address set out above, or at such
other address as may be given in writing by the Borrower to BDC.
Delivery by Fax transmission is deemed to be personal service and is
deemed to be received on the next business day following transmission.
Delivery by prepaid mail is deemed to be received three business days
after mailing.
15.04 Severability
------------
Any provision of this agreement which is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the
extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof or affecting the validity or enforceability
of such provision in any other jurisdiction.
15.05 Time of the Essence
-------------------
Time is of the essence of this agreement.
15.06 Multiple Borrowers
------------------
Whenever the term "Borrower" includes more than one party:
a) all covenants, liabilities, and obligations entered into by or
imposed on the Borrower herein are deemed to be joint and several;
b) each of the parties constituting the Borrower is, as between them,
in the position of principal debtor in respect of the Loan and all
monies payable under the Security and notwithstanding any
subsequent change in their position inter se or notice thereof for
all purposes of this agreement
remain in the position of principal debtor and BDC is not bound by
or obliged to recognize any such change or notice.
15.07 No Assignment
-------------
The Borrower may not assign any of its rights or obligations under this
agreement, and no such purported assignment shall be effective, without
the prior written consent of BDC, which consent may be arbitrarily
withheld.
15.08 Discharges
----------
The Borrower shall pay a fee, to be fixed by BDC, for the preparation
or execution of any full or partial release or discharge of any of the
Security, any Borrower, or any guarantor of the Loan.
15.09 Preincorporation Advances
-------------------------
In the event any of the Borrowers were not yet incorporated or did not
have legal status at the time of execution of the Commitment Letter or
at the time of any advance of principal under the Loan such Borrower
ratifies and approves all such actions, confirms that such advance was
applied for its benefit and assumes liability for such advance, such
contract and any expenditure made or cost incurred by BDC hereunder.
15.10 Successors and Assigns
----------------------
This agreement shall enure to the benefit of and be binding on the
parties hereto and their respective heirs, executors, successors and
permitted assigns as the case may be.
15.11 Captions
--------
The division of this agreement into sections and the insertions of
headings are for convenience of reference only and do not affect the
interpretation of this agreement.
15.12 Interpretation
--------------
Whenever in this agreement the singular or neuter pronoun is used the
same shall be respectively construed as the plural, masculine or
feminine where the context or the parties hereto require.
15.13 Counterparts
------------
This agreement may be executed in any number of counterparts and by
different persons in separate counterparts, each of which when so
executed shall be
deemed to be an original all of which taken together shall constitute
one and the same agreement.
15.14 Receipt by the Borrower
-----------------------
The Borrower acknowledges receipt of an executed copy of this
agreement.
15.15 Schedules
---------
All schedules annexed hereto shall be incorporated into and form an
integral part of this agreement.
EXECUTION
The Borrower has executed this agreement personally or by its authorized
signatories as the case may be.
EXECUTION DATE
Officer Y M D
Signature(s)
1996 06 20 Borrower(s) Signature(s)
622291 Ontario Limited
Per:
/s/ Xxxxx Xxxxxxx
-----------------
Xxxxx Xxxxxxx - President
Xxxxxxx Arabian Inc.
Per:
/s/ Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx - President
/s/ Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx
SCHEDULE "A" TO LOAN AGREEMENT
BETWEEN
AS BORROWER
AND
BUSINESS DEVELOPMENT BANK OF CANADA
DATED June 20, 1996
SECURITY
1. A first mortgage from 622291 Ontario Limited for $509,160.00 on premises
described as Part of Xxx 00, Xxxxxxxxxx 0, Xxxxxxxx xx Xxxxxxxxxxxxx, Xxxxxx
of Leeds.
2. A security agreement from 622291 Ontario Limited providing a first charge on
all its present and after acquired personal property.
3. An assignment of Shareholder Loan of $836,328.00 owing by 622291 Ontario
Limited to Xxxxx Xxxxxxx.
4. An Assignment of Rents from 622291 Ontario Limited and acknowledgment from
all tenants.
