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Exhibit No. 7
Ozolutions, Inc.
Form 10-SB
LOAN AGREEMENT
THIS AGREEMENT made as of the 21st day of June 2000
BETWEEN:
OZOLUTIONS INC., a corporation incorporated under the laws
of State of Delaware
(hereinafter referred to as the "Borrower")
OF THE FIRST PART,
-- and --
1421209 ONTARIO LIMITED a company incorporated pursuant to
the laws of the Province of Ontario and having its Head
Office in the City of Toronto
(hereinafter referred to as the "Lender")
OF THE SECOND PART.
WHEREAS the Lender expects to receive sums payable to it on
the divestment of certain of its assets pursuant to an Agreement
of even date made between the Lender and the Borrower;
AND WHEREAS the Borrower has requested the Lender to loan to
the Borrower the aggregate sum of Three Hundred Thousand
($300,000.00) Dollars, U.S. on the terms and conditions
hereinafter set forth;
AND WHEREAS the Lender is prepared to make such loan out of
the U.S. proceeds of sale, as, if and when received;
NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration
of the respective covenants and agreements of the parties
contained herein, the sum of one dollar paid by each party hereto
to each of the other parties hereto and other good and valuable
consideration, (the receipt and sufficiency of which is hereby
acknowledged by each of the parties hereto), IT IS AGREED AS
FOLLOWS:
ARTICLE ONE -- THE LOAN
1.1 The Loan. The Lender hereby agrees that on the terms
and subject to the conditions set forth herein, it will make a
loan (the "Loan") in the aggregate amount of Three
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Hundred Thousand ($300,000.00) Dollars, U.S. to the Borrower,
conditional upon the Lender receiving the funds in U.S. Dollars
from the sale or disposition referred to in the above 2nd
mentioned recital;
ARTICLE TWO - FORM OF THE NOTE
2.1 Promissory Note. The disbursement of funds made pursuant to
Section 1. 1 hereof, shall
be evidenced by a Promissory Note (the "Note"), a copy of which
is attached hereto as Schedule
ARTICLE THREE -- REPAYMENT
3.1 Repayment. Unless otherwise due earlier hereunder, the
principal amount of the Loan shall be repaid together with any
interest or other amounts payable hereunder on the day that is
Twenty-Four (24) months from the date of the advance of the loan
proceeds.
ARTICLE FOUR -- INTEREST
4.1 Interest. The Loan shall bear interest, including interest on
overdue interest, both before and after default and judgment on
any unpaid principal balance thereof until maturity from time to
time at the rate of Six and One-Half percent (6.5%) per annum,
calculated half-yearly, not in advance, and payable quarterly not
in advance.
ARTICLE FIVE - PAYMENTS AND PREPAYMENTS
5.1 Type and Place of Payment. All funds made available to the
Borrower by the Lender hereunder, and all payments of principal,
interest and other amounts payable hereunder by the Borrower,
shall be made or delivered to the Lender at the following
address:
1421209 Ontario Limited
c/o 872 Millwood Road,
Suite 50,
Toronto, Ontario
5.2 Prepayments. The Borrower shall not be entitled to prepay
any of the outstanding
principal amount of the Loan, or any portion thereof.
ARTICLE SIX - REPRESENTATIONS AND WARRANTIES
6.1 Representations of the Borrower The Borrower represents and
warrants as follows, which representations and warranties shall
survive the execution and delivery of this Agreement and the Note
and upon which the Lender relies in connection with the advance
hereunder:
(i) The Borrower is a Corporation duly incorporated and validly
subsisting in all respects under the laws of the State of
Delaware, and has all necessary corporate powers to own its
properties and to carry on its operations as it is now being
conducted;
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(ii) The Borrower has good right, full corporate power and
absolute authority to enter into this Agreement. The Borrower and
its director have taken all necessary actions to approve or
authorize the entering into and the execution, delivery and
performance of this Agreement and which constitutes a legal,
valid and binding obligation of the Borrower, enforceable against
the Borrower in accordance with its terms;
(iii) The Borrower is not under any obligation, contractual
or otherwise to request or obtain a consent of any person, and no
permits, licenses, certifications, authorizations or approvals
of, or notifications to any federal, provincial, municipal or
local government or governmental agency, board, commission or
authority are required to be obtained by the Borrower in
connection with the execution, delivery or performance by the
Borrower of this Agreement or the completion of any of the
transactions contemplated herein;
(iv) There are no actions, suits or proceedings, judicial or
administrative pending threatened against the Borrower relating
to its activities at law or in equity.
ARTICLE SEVEN - EVENTS OF DEFAULT
7.1 Default. The Loan, together with accrued interest thereon,
and all other obligations of the Borrower hereunder shall become
and be immediately due and payable upon written notice of the
Lender to the Borrower if any one or more of the following events
(herein called "Events of Default") shall occur for any reason
whatsoever:
(a) if default shall be made in the due and punctual payment of
the principal of the Loan, when and as the same shall become due
and payable, whether on demand by the Lender or by acceleration
or otherwise and such default shall have continued for a period
of ten (10) days after notice from the Lender to the Borrower;
(b) if default shall be made in the due and punctual payment of
interest on the Loan or any other amounts due hereunder, when and
as the same shall become due and payable, and such default shall
have continued for a period of ten (10) days after notice from
the Lender to the Borrower;
(c) if the Borrower shall:
(i) admit in writing its inability to pay its debts generally as
they become due, or not pay its debts generally as they become
due;
(ii) file an assignment or a petition in bankruptcy, as the case
may be, or a petition to take advantage of any insolvency
statute;
(iii) make an assignment for the benefit of its creditors;
(iv) consent to the appointment of a receiver of the whole or any
substantial part of their properties;
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(v) file a petition or answer seeking reorganization,
arrangement, adjustment or composition under applicable
bankruptcy laws or any other applicable law or statute of Canada
or any subdivision thereof; and
(vi) have been adjudged by a court having jurisdiction in the
premises a bankrupt or insolvent, or a decree or order of a court
having jurisdiction in the premises shall have been entered for
the appointment of a receiver or liquidator or trustee or
assignee in bankruptcy of the Borrower and such decree or order
shall remain in force undischarged or unstayed for a period of
sixty (60) days;
7.2 Remedies. After any acceleration provided for in Section 7.
1, the Lender shall have, in addition to the rights and remedies
given it by this Agreement, all those allowed by all applicable
laws.
ARTICLE EIGHT - GENERAL CONTRACT PROVISIONS
8.1 Notices. All notices, requests, demands or other
communications (collectively, "Notices") by the terms hereof
required or permitted to be given by one party to any other
party, or to any other person shall be given in writing by
personal delivery or by registered mail, postage prepaid, or by
facsimile transmission to such other party as follows:
(a) To the Borrower at:
(b) To the Lender at:
1421209 Ontario Limited c/o 872 Millwood Road,
Suite 50,
Toronto, Ontario
or at such other address as may be given by such person to the
other parties hereto in writing from time to time.
All such Notices shall be deemed to have been received when
delivered or transmitted, or, if mailed, 48 hours after 12:01
a.m. on the day following the day of the mailing thereof If any
Notice shall have been mailed and if regular mail service shall
be interrupted by strikes or other irregularities, such Notice
shall be deemed to have been received 48 hours after 12:01 a.m.
on the day following the resumption of normal mail service,
provided that during the period that regular mail service shall
be interrupted all Notices shall be given by personal delivery or
by facsimile transmission.
8.2 Additional Considerations. The parties shall sign such
further and other documents, cause such meetings to be held,
resolutions passed and by-laws enacted, exercise their vote and
influence, do and perform and cause to be done and performed such
further and other acts and things as may be necessary or
desirable in order to give full effect to this agreement and
every part thereof.
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8.3 Counterparts. This Agreement may be executed in several
counterparts, each of which when executed shall be deemed to be
an original and such counterparts together shall be but one and
the same instrument.
8.4 Currency. Unless otherwise provided for herein, all monetary
amounts referred to herein
shall refer to the lawful money of the United States of America.
8.5 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the Province of Ontario
and the federal laws of Canada applicable therein and each of the
parties hereto agrees irrevocably to conform to the non-exclusive
jurisdiction of the Courts of such Province.
8.6 Transmission by Facsimile. The parties hereto agree that
this Agreement may be transmitted by facsimile or such similar
device and that the reproduction of signatures by facsimile or
such similar device will be treated as binding as if originals
and each party hereto undertakes to provide each and every other
party hereto with a copy of the Agreement bearing original
signatures forthwith upon demand.
IN WITNESS WHEREOF the parties have duly executed this Loan
Agreement this
day of 2000
1421209 Ontario Limited.
Per: /s/
[Authorized Signing Officer)
OZOLUTIONS INC.
Per: /s/
[Authorized Signing Officer]
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