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[LOGO] Exhibit 10.14
BDC
LOAN AGREEMENT
THIS AGREEMENT dated November 5th, 1997
BETWEEN:
PRIME FOODS PROCESSING INC., a Company duly incorporated under
the laws of the Province of Ontario, of Waterloo, Ontario,
(the "Company 1")
AND:
, a Company duly incorporated under the
laws of the Province of Ontario, of ,Ontario,
(the "Company 2")
AND:
, Business Person, of
, Ontario,
(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 Kitchener, Ontario.
("BDC") OF THE SECOND PART
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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
"Application for Financing" means the form of application for the Loan
executed by the Borrower and dated prior to the Commitment Letter.
"Affiliate" means an affiliate as defined by the Business Corporations Act
(Ontario) as amended from time to time.
"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 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 October
24, 1997 and subsequent modifications.
"Corresponding Fixed Interest Rate Plan" means in relation to the
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
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
$550,000.00.
"Loan Rate" means the floating interest rate applicable to this Loan which
is an annual rate of 1.00 % above BDC's Operational Rate calculated as set
out herein.
"Maturity Date" is June 23, 2012 on which date any monies then unpaid will
be due.
"Month of Loan Authorization" is October, 1997.
"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 all
additions, replacements or modifications thereto.
"Subsidiary" means a subsidiary as defined by the Business Corporations
Act (Ontario) as amended from time to time.
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"Underlying Conditions" means those referred to in the Commitment Letter
as "Underlying Conditions".
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 $ 550,000.00
INTEREST RATE
The interest rate shall vary automatically without notice to the Borrower
upon change in BDC's Operational Rate. At the date of the Commitment
Letter, BDC's Operational Rate was 7.250% per annum, the Loan Rate was
1.00% per annum above BDC's Operational Rate and the interest rate was
therefore 8.250% 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 $ 2,800.00 commencing March 23, 1998,followed by
171 payments of $ 3,200.00 each commencing April 23, 1998,*
* * *
* * *
with the balance of the principal and any other monies owing to be paid on
June 23, 2012, 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
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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
instalment 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
Partial prepayments shall be applied regressively on the then last
maturing instalments of principal.
6. OTHER PAYMENT PROVISIONS
6.01 Payment Date
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Although it is stated herein that payments of principal, interest and
certain expenses and fees 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.
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6.02 Interest Calculation
Interest is calculated as provided in this Agreement as well after as
before maturity, both before and after default and both before and after
judgement.
6.03 Arrears of Interest
Arrears of interest bear interest at the rate from time to time chargeable
on principal calculated 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
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
disbursements 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:
a) 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 reasonably require to carry
out the intent of this agreement;
b) notify BDC of any registrations of patents, trade marks, trade
names, copyrights, other intellectual property or any rights
therein, under the laws of Canada or under the laws of any other
jurisdiction forthwith after the making of any such registration.
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
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realize or enforce its rights under any part of the Security before
enforcing or realizing on the remainder 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
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 it
business and affairs, will maintain in good standing all necessary
licences, permits, approvals and consents and will comply with all laws,
ordinances and regulations applicable to it.
8.05 Reorganizations and Business Combinations
The Borrower agrees not to:
a) amalgamate, merge, consolidate or enter into any business
combination with any other person including without limitation, a
joint venture or partnership;
b) make any investment or permit any of its Subsidiaries to make any
investment in an Affiliate.
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;
d) amend its capital structure.
8.07 Maintenance
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.
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8.09 Nature of Business
The Borrower will not without the prior consent of BDC:
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;
c) change the nature or type of its business;
d) sell, transfer or dispose of the business or the property that are
subject to the Security except in the ordinary course of business;
e) extend loans or make investments or provide guarantees on account of
any third party.
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 licences, 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
Borrowers 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
BDC'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 and when requested.
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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
a) 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;
b) the Borrower will not change its existing fiscal year end without
the consent of BDC.
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
Borrowers 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
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
its 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
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g) an order of execution against the Borrowers 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
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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
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
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
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 judgement or judgements 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.
Notwithstanding the foregoing, to the extent that any of the Underlying
Conditions are inconsistent or in conflict with provisions of this
agreement, the Underlying Conditions shall govern.
15.02 Limits on Interest, Royalties and Fees
It is agreed that notwithstanding any agreement to the contrary, if at any
time during the term on this Loan, the aggregate amount of interest,
royalties, payment constituting the redemption price relating to any
option for stock or other ownership units and fees paid or payable in
connection with the advancing of this credit (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 interet 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 interet on the
credit advanced equal to a rate that is one per cent (1%) per 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 remaining excess that has been paid will be refunded
by no later than the tenth (10th) business day following the date upon
which the BDC, acting reasonably and in good faith, shall have determined
that said amount is to be refunded.
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15.03 Notice
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 in 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.
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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 and 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 Borrower(s) Signature(s)
Signature(s)
PRIME FOODS PROCESSING INC.
97 / 11 / 05 Per: /s/ James Guinchard c/s
------------------------
Name: James Guinchard
Title: President
__ / __ / __
_____________ __ / __ / __
WITNESS
_____________ __ / __ / __
WITNESS
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SCHEDULE "A" TO LOAN AGREEMENT
BETWEEN
AS BORROWER
AND
BUSINESS DEVELOPMENT BANK OF CANADA
DATED November, 1997
SECURITY
1. First Mortgage on 620 Colby Drive, Waterloo, Ontario.
2. General Security Agreement executed by Prime Foods Processing Inc.
3. Joint and Several Guarantee executed by James Guinchard and Michael Steele
limited to $100,000.
4. Guarantee of International Menu Solutions Inc.
5. Assignment of Shareholders' Loans.
6. Priorities Agreement.
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