SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Food Technology Service, Inc.
(formerly Vindicator, Inc.)
- -------------------------------------------------------------------------------
(Name of Issuer)
Common Shares, $0.01 Par Value
- -------------------------------------------------------------------------------
(Title of Class of Securities)
927341107
- -------------------------------------------------------------------------------
(CUSIP Number)
David Nicholds, Esq.
MDS Nordion Inc.
447 March Road
Kanata, Ontario, Canada K2K 1X8
(613) 592-2790
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 31, 2000
- -------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
<PAGE>
1. Name of Reporting Person: MDS Nordion Inc. (formerly Nordion
International Inc.)
2. Check the Appropriate Box if a Member of a Group: (a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds: WC & Affiliate
5. Check box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: Ontario, Canada
Number of 7. Sole Voting Power:
Shares
Beneficially 8. Shared Voting Power: 6,232,992
Owned By
Each 9. Sole Dispositive Power:
Reporting
Person With 10. Shared Dispositive Power: 6,232,992
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
6,232,992
12. Check box if the Aggregate Amount in Row (11) Excludes Certain
Shares: [ ]
13. Percent of Class Represented by Amount in Row (11): 56.1 %
14. Type of Reporting Person: CO
<PAGE>
1. Name of Reporting Person: MDS Inc.
2. Check the Appropriate Box if a Member of a Group: (a) [ ]
(b) [x]
3. SEC Use Only
4. Source of Funds: WC & Affiliate
5. Check box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: Ontario, Canada
Number of 7. Sole Voting Power:
Shares
Beneficially 8. Shared Voting Power: 6,232,992
Owned By
Each 9. Sole Dispositive Power:
Reporting
Person with 10. Shared Dispositive Power: 6,232,992
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
6,232,992
12. Check box if the Aggregate Amount in Row (11) Excludes Certain
Shares: [ ]
13. Percent of Class Represented by Amount in Row (11): 56.1%
14. Type of Reporting Person: CO
<PAGE>
1. Name of Reporting Person: Laboratoires MDS Quebec Ltee.
2. Check the Appropriate Box if a Member of a Group: (a) [ ]
(b) [x]
3. SEC Use Only
4. Source of Funds: Affiliate
5. Check box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: Quebec, Canada
Number of 7. Sole Voting Power:
Shares
Beneficially 8. Shared Voting Power: 6,232,992
Owned By
Each 9. Sole Dispositive Power:
Reporting
Person With 10. Shared Dispositive Power: 6,232,992
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
6,232,992
12. Check box if the Aggregate Amount in Row (11) Excludes Certain
Shares: [ ]
13. Percent of Class Represented by Amount in Row (11): 56.1%
14. Type of Reporting Person: CO
<PAGE>
Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended (the "Act"),
MDS Nordion Inc. ("Nordion") hereby amends and restates its statement on
Schedule 13D dated December 1, 1992, as amended by Amendment No. 1 dated
February 9, 1996, Amendment No. 2 dated December 9, 1996, and Amendment No. 3
dated December 31, 1997 (the "Schedule 13D"), relating to the shares of Common
Stock, $0.01 par value (the "Stock"), of Food Technology Services, Inc. (the
"Issuer"). Unless otherwise indicated, all defined terms used herein shall have
the same meanings respectively ascribed to them in the Schedule 13D.
Item 1. SECURITY AND ISSUER.
(a) Shares of Common Stock, $0.01 par value
(b) Food Technology Service, Inc.
502 Prairie Mine Road
Mulberry, Florida 33860 U.S.A.
Item 2. IDENTITY AND BACKGROUND.
Item 2 is hereby amended and restated in its entirety as follows:
(a)-(c) This Schedule 13D Statement is being filed by Nordion.
Nordion is a corporation incorporated under the Canada Business
Corporation Act with its registered office in Ontario, the principal business of
which is the manufacture and supply of radioisotopes, irradiation equipment,
radiopharmaceuticals and treatment planning systems in the field of health and
life sciences. The principal business address of Nordion is 447 March Road,
Kanata, Ontario, Canada K2K 1X8.
The name, residence or business address, and present principal
occupation or employment of each director and executive officer of Nordion are
as follows:
<TABLE>
<CAPTION>
Residence or Principal Occupation or
Name Business Address Employment
- ---------------- ------------------------------- ------------------------------
<S> <C> <C>
John A. Morrison 67 North Drive, Director and President & Chief
Toronto, Ontario M9A 4R1 Executive Officer
Canada
John A. Rogers 7 Edenbridge Drive, Director and Chairman
Toronto, Ontario M9A 3E8
Canada
Edward K. Rygiel 46 Woodlawn Avenue West, Director
Toronto, Ontario M4V 1G7
Canada
John T. Corley 24 Kippewa Drive, Senior Vice-President, Industrial
Ottawa, Ontario K1S 3G4 Irradiation
Canada
David J.R. Evans 137 Pineridge Road Senior Vice-President, Business
RR3 Development
Carp, Ontario K0A 1L0
Canada
Ken P. Johnson 8 Garand Place, Senior-Vice President,
Ottawa, Ontario Therapy Systems
Canada
Iain C. Trevena 206 Patterson Ave., Senior Vice-President,
Ottawa, Ontario K1S 1Y6 Nuclear Medicine
Canada
David L. Nicholds 12 Rosenfeld Crescent, Vice-President, General Counsel and
Kanata, Ontario K2K 2L3 Corporate Secretary
Canada
Michael W. Thomas 54 Trailway Circle, Vice-President, Finance and Chief
Stittsville, Ontario K2S 1E2 Financial Officer
Canada
</TABLE>
Approximately 15% of the outstanding common shares of Nordion are owned
by MDS Inc. ("MDS") and approximately 85% of the outstanding common shares of
Nordion and 780,205 Class A special shares of Nordion are owned by Laboratoires
MDS Quebec Ltee. ("Laboratoires"), a 100% subsidiary of MDS. Both MDS and
Laboratoires are incorporated under the Canada Business Corporation Act.
The address of MDS: MDS Inc.
100 International Boulevard
Toronto, Canada M9W 6J6
The address of Laboratoires: Laboratoires MDS Quebec Ltee.
Place Vendome
5252 De Maisoneuve West
Montreal, Quebec, Canada H4A 3S5
MDS is a health and life science company and Laboratoires is a holding
company.
The name, residence or business address, and present principal
occupation or employment of each director and executive officer of MDS are as
follows:
<TABLE>
<CAPTION>
<S> <C> <C>
Wendy K. Dobson 2901 7th Concession, Director
R.R. #4
Uxbridge, Ontario L9P 1R4
Canada
John R. Evans 58 Highland Avenue, Director
Toronto, Ontario M4W 2A3
Canada
Wilfred G. Lewitt 4 Lowther Avenue, Director and Chairman
Toronto, Ontario M5R 1C6
Canada
Robert W. Luba 37 Sunnydene Crescent, Director
Toronto, Ontario M4N 3J5
Canada
Mary Mogford 3715 Lakeshore Road, Director
RR 8
Newcastle, Ontario L1B 1L9
Canada
John A. Rogers 7 Edenbridge Drive, Director, President and Chief
Toronto, Ontario M9A 3E8 Executive Officer
Canada
Ley S. Smith 2614 Aberdeen Drive, Director
Kalamazoo, Michigan 49008
USA
R. Michael Warren Spruce Lane Farms, Director
RR#8
Grey County Road No. 18-#617739
Owen Sound, Ontario
N4K 5W4 Canada
Roger D. Wilson 68 Heath Street, Director
Toronto, Ontario M4T 1S3
Canada
Ronald H. Yamada 22 Pinehurst Crescent, Director and Executive Vice-President,
Islington, Ontario M9A 3A5 Global Markets & Corporate Affairs
Canada
Gary W. Goertz 20 McCauley Drive, Executive Vice-President, Finance and
Bolton, Ontario L7E 5R8 Chief Financial Officer
Canada
Paul Blake 1010 Bala Farms, Executive Vice-President,
West Chester, PA 19382 Pharmaceutical Strategy & Programs
U.S.A.
James M. Reid 1237 Bowman Drive, Executive Vice-President, Organization
Oakville, Ontario L6M 3J5 Dynamics
Canada
Edward K. Rygiel 46 Woodlawn Avenue West, Executive Vice-President, and
Toronto, Ontario M4V 1G7 President & CEO, MDS Capital Corp.
Canada
Robert W. Breckon 220 Donessle Drive, Senior Vice-President, Strategic
Oakville, Ontario L6J 3Y6 Initiatives and Investments
Canada
Peter E. Brent 328 Broadway Avenue, Senior Vice-President, General Counsel
Toronto, Ontario M4P 1W5 and Corporate Secretary
Canada
John D. Gleason 55 Chartwell Road, Senior Vice-President,
Oakville, Ontario L6J 3Z3 Business Development
Canada
William Bain 7 Ashley Park Road, Vice-President,
Toronto, Ontario M9A 4C9 Corporate Affairs
Canada
Wilma I. Jacobs 25 Boreham Circle, Vice-President,
Brampton, Ontario L6Z 1T3 Corporate Communications
Canada
Roman G. Szumski 40 Wood Willow Close SW, Vice-President,
Calgary, Alberta T2W 4H3 Science & Technology
Canada
Kerry Thomas 3183 Galbraith Drive, Vice-President, Information &
Mississauga, Ontario Information Technology
L5L 4L7
Canada
Peter D. Winkley 6234 Kisby Drive Vice-President and Controller
Mississauga, Ontario
L5V 1M5 Canada
</TABLE>
The name, residence or business address, and present principal
occupation or employment of each director and executive officer of Laboratoires
are as follows:
<TABLE>
<CAPTION>
<S> <C> <C>
John A. Rogers 7 Edenbridge Drive, Director, President and Chief
Toronto, Ontario M9A 3E8 Executive Officer
Canada
Ronald H. Yamada 22 Pinehurst Crescent Director and Senior Vice-President
Islington, Ontario M9A 3A5
Canada
Peter D. Winkley 6234 Kisby Drive, Director, Vice-President and Controller
Mississauga, Ontario
L5V 1M5
Canada
Peter E. Brent 328 Broadway Avenue Director, Vice-President and Corporate
Toronto, Ontario M4P 1W5 Secretary
Canada
Edward K. Rygiel 46 Woodlawn Avenue West Senior Vice-President
Toronto, Ontario M4V 1G7
Canada
Anthony Businskas 275 Rambler Court Vice-President
Oakville, Ontario L6H 3A6
Canada
</TABLE>
(d) None of the entities or persons identified in this Item 2 has,
during the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) None of the entities or persons identified in this Item 2 has,
during the last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
(f) Except for Messrs. Ley Smith and Paul Blake, who are citizens of,
respectively, the United States of America and the United Kingdom, each of the
directors and the executive officers of Nordion, MDS and Laboratoires are
citizens of Canada.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is hereby amended and restated in its entirety as follows:
The source and amount of the funds used or to be used by Nordion to
purchase shares of the Stock are as follows:
SOURCE OF FUNDS AMOUNT OF FUNDS
Working Capital of Nordion About $5,009,559 (1)
(1) This figure represents the total amount expended by Nordion for
all acquisitions and purchases of shares of the Stock.
Item 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended and restated in its entirety as follows:
As described in greater detail below, all acquisitions by Nordion of
shares of Stock were the result of conversions of debt into shares of Stock.
Nordion elected to convert into shares of Stock loans and cash advances that it
had made to the Issuer, in view of assisting the Issuer as a development company
in the food irradiation business, after it became apparent that the Issuer was
not capable of repaying its indebtedness to Nordion.
On September 5, 1990, Nordion agreed to supply the Issuer with
equipment and supplies necessary to operate its irradiation facility and entered
into a Financing Agreement and Security Agreement with the Issuer. The total
purchase price for the equipment and supplies was approximately $2,400,000, of
which $400,000 was paid and a balance of approximately $2,000,000 was due and
payable, without interest, on September 4, 1994.
On July 1, 1991, MDS loaned $300,000 to the Issuer. Such loan was
evidenced by a Debenture due and payable, without interest, on July 1, 1993. The
Debenture was convertible into shares of Stock at the conversion rate of $4.50
per share. In addition, the Issuer granted MDS the right to convert the
aforementioned approximately $2,000,000 of indebtedness in the event that MDS
would acquire a controlling interest in Nordion. MDS acquired Nordion in
November 1991 through its subsidiary Laboratoires and assigned both its $300,000
loan and its conversion rights to Nordion. Nordion agreed not to exercise the
conversion rights prior to December 1, 1992.
On October 22, 1991, the Issuer entered into a Reimbursement and
Indemnity Agreement with a view to indemnifying and reimbursing Nordion in
respect of all costs incurred in connection with its assistance of the Issuer in
obtaining a surety bond in the sum of $600,000. With a view to covering all
expenses under the Reimbursement and Indemnity Agreement, the Issuer executed a
Mortgage and Security Agreement in the amount $600,000 on October 22, 1991.
On December 11, 1991, the Issuer entered into a new agreement with
Nordion whereby Nordion agreed to make available to the Issuer an additional
$850,000 for working capital purposes and $900,000 in the form of additional
supplies. The Issuer also agreed to change the conversion rate with respect to
the other outstanding indebtedness from $4.50 to $4.05. Furthermore, the
$300,000 Debenture payable to MDS was assigned by MDS to Nordion and included in
and restated as part of a new Debenture in the amount of $900,000 that was
issued on January 15, 1992. The new Debenture included both the aforementioned
$300,000 Debenture and $600,000 of the additional $850,000 that Nordion agreed
to lend to the Issuer. The new $900,000 Debenture was due and payable, without
interest, on September 4, 1994 and was convertible at any time at a conversion
rate of $4.05 per share of Stock.
The Issuer executed an additional Mortgage and Security Agreement on
January 15, 1992 with a view to securing the $900,000 Debenture, up to $250,000
in additional loans from Nordion to the Issuer, as contemplated by the December
11, 1991 agreement, and up to $500,000 of additional loans to be provided by
Nordion to the Issuer at its sole discretion for the purposes of providing
additional working capital for the Issuer.
In connection with the supply of additional materials by Nordion worth
$900,000, as contemplated in the agreement of December 11, 1991, the Issuer and
Nordion entered into a Financing and Security Agreement on February 21, 1992.
The Financing Agreement provided that the $900,000 was due and payable on
September 4, 1994 and convertible at any time into shares of Stock at a
conversion rate of $4.05 per share.
On September 11, 1992, Nordion delivered additional supplies to the
Issuer and entered into an agreement with the Issuer with a view to confirming
the retention of ownership by Nordion of such supplies.
On January 28, 1993, an additional $100,000 was loaned by Nordion to
the Issuer. The $100,000 indebtedness was due and payable, without interest, on
September 4, 1994 and was convertible at any time at a conversion rate of $8.00
per share of Stock.
Although it was originally contemplated that all outstanding
indebtedness would become due and payable on September 4, 1994, Nordion agreed
to extend the due date because the Issuer was not capable of paying its debts
and Nordion was willing to accommodate the Issuer by enabling it to continue its
business without realizing its security interest. Pursuant to letters dated
March 31, 1994 and April 13, 1994, Nordion agreed to extend the repayment of the
indebtedness to September 4, 1995, subject to having the Issuer continue its
efforts in recruiting a new President and CEO and having interest accrue on such
outstanding indebtedness as of September 4, 1994 at the U.S. prime rate then in
effect plus 1%. On November 23, 1994, the payment date of the indebtedness was
further extended to January 4, 1996 and the conversion rate applicable to the
conversion into shares of Stock of all outstanding indebtedness, including
accrued interest, was set at the lower of $4.05 and the market price. The
payment date of the outstanding indebtedness has been further extended on April
2, 1996, March 13, 1997, December 12, 1997, March 23, 1999 and January 19, 2000,
and currently all indebtedness, including accrued interest, will become due and
payable on January 5, 2001.
Since September 4, 1994, interest accrues on all outstanding
indebtedness at the U.S. prime rate from time to time in effect plus 1%. The
interest is payable quarterly and convertible into shares of Stock at the
election of Nordion at the then applicable conversion rate. The first payment
was due on February 4, 1995 and quarterly thereafter. On each of May 29, 1995,
June 30, 1995, September 30, 1995, October 31, 1995, January 1, 1996, March 31,
1996, June 30, 1996, September 30, 1996, December 31, 1996, March 31, 1997, June
30, 1997 and September 30, 1997, Nordion elected to convert into shares of Stock
all accrued and payable interest up to such date. Although interest continues to
accrue on all outstanding debt, Nordion has not elected to convert any of the
accrued and payable interest since September 30, 1997.
Moreover, from May 29, 1995 until November 20, 1995, Nordion elected
to convert all accrued interest and cash advances made during such period into
shares of Stock at the lower of $4.05 and the then applicable market price.
On December 10, 1995, Nordion agreed to provide the Issuer with
continuing financing and to convert into shares of Stock a sufficient portion of
Nordion's outstanding debt in order to ensure that the Issuer could maintain a
net equity of at least $1,000,000 until April 30, 1996. In exchange for which,
the Issuer agreed to reduce the conversion rate, applicable to all of Nordion's
outstanding indebtedness, to $0.80 per share of Stock.
From December 15, 1995 until October 3, 1997, Nordion elected to
convert all accrued interest and cash advances made during such period into
shares of Stock at the then applicable conversion rate of $0.80 per share. In
addition, Nordion converted $3,215,000 of the about $3,700,000 of indebtedness
then outstanding at $0.80 per share of Stock.
By letter agreement dated March 13, 1998, the Issuer and Nordion
confirmed their agreement to increase the conversion rate, at which all accrued
interest and cash advances made by Nordion to the Issuer since August 1, 1997
would be convertible into shares of Stock at 70% of the closing price on the
last trade date prior to the exercise of the conversion right. However, the 70%
conversion rate did not apply to the cash advances and accrued interest that had
already been converted between August 1, 1997 and March 13, 1998, i.e., the
September 22, 1997 and October 3, 1997 cash advances conversions and the
September 30, 1997 accrued interest conversion.
Since October 3, 1997, Nordion has not elected to convert any of the
outstanding indebtedness, accrued interest on such indebtedness or any of the
cash advances that it has made since then. For purposes of this filing, Nordion
only continues to acquire beneficial ownership of shares of Stock by virtue of
its ability to convert the accrued interest and its further cash advances at the
aforementioned floating conversion rate of 70% of the market price. Furthermore,
Nordion has not made any cash advances that are still outstanding and
convertible into shares of Stock since June 6, 1998. After June 6, 1998, Nordion
only made two cash advances on, respectively, August 28, 1998 and October 23,
1998. Moreover, those advances were repaid by the Issuer within 10 business
days, i.e., on September 9, 1998 and October 29, 1998, respectively.
In order to enable the Issuer to open a line of credit at Fleet
National Bank, Nordion agreed to guarantee such line of credit. In particular,
Nordion executed a number of superseding Unlimited Guaranty and Indemnity
Agreements in favor of Fleet National Bank. The first Unlimited Guaranty and
Indemnity Agreement was signed on October 29, 1998 and limited Nordion's
liability to $300,000. The most recent Unlimited Guaranty was signed by Nordion
on December 17, 1999 and limits Nordion's indemnification obligations to
$500,000. In connection herewith, the Issuer executed a letter on October 23,
1998, confirming its agreement to indemnify Nordion for all sums that it would
have to pay under the Unlimited Guaranty. In addition, the letter provides that
all outstanding amounts pursuant to such guaranty will accrue interest and shall
be convertible into shares of Stock at 70% of the closing price on the last
trade date prior to the exercise of the conversion right.
Between November 18, 1998 and January 6, 2000, Nordion sold 717,774
shares of Stock.
On March 6, 2000, Nordion and the Issuer entered into an agreement
with a view to simplifying and consolidating the security interests that secure
Nordion's outstanding debt and other obligations. The agreement aims at (i)
releasing and discharging most of the underlying security interests registered
in the State of Florida in favor of Nordion and the October 22, 1991 and January
15, 1992 Mortgage and Security Agreement, and (ii) implementing a new Mortgage
and Security Agreement which is contemplated to be executed in the near future.
Nordion is represented on the Board of Directors of the Issuer by
Messrs. Craig Hunter and David Nicholds. Messrs. Hunter and Nicholds are
presently also members of the Executive Committee and the Human Resources
Committee of the Issuer, and Mr. Nicholds acts as the Issuer's corporate
secretary. Mr. Nicholds expects to resign as the Issuer's corporate secretary in
the near future. Moreover, both the Executive Committee and the Human Resources
Committee are expected to be discontinued, as the Board of Directors has in
effect acted as the Executive Committee and assumed all responsibilities
relating to human resources matters.
Nordion is presently involved in industrial irradiation activities
that potentially compete with the activities of the Issuer. Nordion also
supplies irradiation equipment, sources and isotopes to customers that are
direct competitors of the Issuer, and may enter into strategic alliances and
joint ventures with such customers.
Except as described herein, none of Nordion, MDS or Laboratoires have
any plans or proposals which relate to or would result in any of (a) through (j)
of Item 4.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended and restated in its entirety as follows:
(a) At the close of business on March 31, 2000, Nordion beneficially
owned 6,232,992 shares of Stock, which constitutes approximately 56.1% of the
outstanding shares of Stock. The number of shares of Stock beneficially owned on
March 31, 2000 has been computed by aggregating (i) the number of shares of
Stock that Nordion actually owns pursuant to its election to convert portions of
the outstanding indebtedness, cash advances and accrued interest into shares of
Stock, and (ii) the number of shares of Stock into which Nordion could elect to
convert the remaining outstanding indebtedness, cash advances and due and
payable accrued interest on March 31, 2000, on the basis of the closing price of
March 31, 2000, i.e., 70% of $4.375 or $3.0625. Pursuant to publicly available
information, 10,331,201 shares of the Stock were outstanding on March 31, 2000.
To the best of the knowledge of Nordion, MDS and Laboratoires other
than as set forth above, none of the persons named in Item 2 herein is the
beneficial owner of any shares of the Stock.
Messrs. Craig Hunter and David Nicholds, employees of Nordion, are
currently directors of the Issuer. Messrs. Hunter and Nicholds disclaim
beneficial ownership of any securities of the Issuer beneficially owned by
Nordion.
(b) Nordion has the sole power to vote or direct the vote and to
dispose or direct the disposition of 6,232,992 shares of the Stock.
(c) The following table describes transactions in the Stock by Nordion
since December 1, 1992.
<TABLE>
Purchase
Date of Number of (P) Price per Where and how
Transaction Securities or Sale (S) Share transaction effected
----------- ---------- ----------- --------- --------------------
<S> <C> <C> <C> <C> <C> <C>
12/01/92 a 931,567 (1) P 4.05 / 8.00 All purchases result
05/29/95 152,379 (2) P 1.69 from the right to
06/30/95 21,622 (2) P 1.50 convert, and
07/13/95 16,667 (3) P 1.50 conversions,
07/27/95 87,617 (3) P 1.25 of debt and accrued
09/30/95 74,970 (2) P 1.25 interest thereon into
10/31/95 25,220 (2) P 1.25 shares of Stock
11/20/95 20,000 (3) P 1.25 effected through the
12/10/95 b 4,625,000 (1) P 0.80 delivery of share
12/15/95 43,750 (3) P 0.80 certificates by the
01/01/96 77,149 (2) P 0.80 Issuer
01/05/96 18,750 (3) P 0.80
01/23/96 31,250 (3) P 0.80
02/09/96 18,750 (3) P 0.80
03/01/96 37,500 (3) P 0.80
03/31/96 107,846 (2) P 0.80
04/02/96 41,250 (3) P 0.80
05/02/96 33,750 (3) P 0.80
06/04/96 37,500 (3) P 0.80
06/30/96 107,104 (2) P 0.80
07/02/96 31,250 (3) P 0.80
07/26/96 37,500 (3) P 0.80
08/16/96 90,355 (3) P 0.80
09/10/96 31,250 (3) P 0.80
09/26/96 4,676 (3) P 0.80
09/30/96 102,840 (2) P 0.80
10/11/96 25,000 (3) P 0.80
11/07/96 25,000 (3) P 0.80
12/09/96 31,250 (3) P 0.80
12/16/96 22,500 (3) P 0.80
12/31/96 102,840 (2) P 0.80
01/13/97 18,750 (3) P 0.80
02/07/97 25,000 (3) P 0.80
02/28/97 25,000 (3) P 0.80
03/13/97 92,227 (3) P 0.80
03/17/97 23,125 (3) P 0.80
03/31/97 110,323 (2) P 0.80
04/16/97 18,750 (3) P 0.80
06/03/97 16,250 (3) P 0.80
06/13/97 25,000 (3) P 0.80
06/30/97 96,254 (2) P 0.80
07/04/97 25,000 (3) P 0.80
07/17/97 25,000 (3) P 0.80
07/31/97 25,000 (3) P 0.80
08/26/97 25,000 (3) P 0.80
09/22/97 25,000 (3) P 0.80
09/30/97 96,254 (2) P 0.80
10/03/97 25,000 (3) P 0.80
11/04/97 9,796 (4) P 3.0625
11/04/97 5,826 (5) P 3.0625
11/18/97 8,163 (4) P 3.0625
12/05/97 6,531 (4) P 3.0625
12/19/97 6,531 (4) P 3.0625
01/09/98 6,531 (4) P 3.0625
02/02/98 3,265 (4) P 3.0625
02/04/98 11,720 (5) P 3.0625
02/12/98 6,531 (4) P 3.0625
03/09/98 24,490 (4) P 3.0625
04/03/98 6,770 (4) P 3.0625
04/09/98 4,898 (4) P 3.0625
04/24/98 4,898 (4) P 3.0625
05/04/98 5,292 (5) P 3.0625
05/08/98 6,531 (4) P 3.0625
06/12/98 c 8,163 (4) P 3.0625
08/04/98 6,380 (5) P 3.0625
11/04/98 6,523 (5) P 3.0625
11/18/98 5,000 S 3.00 All sales
11/19/98 6,500 S 2.75 effected through
11/20/98 6,000 S 3.02 a broker on the
11/23/98 6,500 S 3.00 Nasdaq
11/24/98 7,000 S 3.05
11/25/98 2,500 S 3.25
11/27/98 3,000 S 3.25
11/30/98 2,000 S 3.06
12/02/98 2,000 S 2.94
12/02/98 2,000 S 3.00
12/03/98 3,100 S 3.00
12/04/98 3,900 S 3.00
12/07/98 2,500 S 3.06
12/07/98 1,500 S 3.09
12/07/98 500 S 3.13
12/07/98 500 S 3.25
12/08/98 5,000 S 3.06
12/09/98 1,000 S 3.00
12/09/98 1,500 S 3.06
12/09/98 2,500 S 3.13
12/10/98 2,000 S 3.00
12/10/98 500 S 3.13
12/11/98 2,500 S 3.06
01/29/99 2,000 S 2.50
02/01/99 1,000 S 2.50
02/02/99 900 S 2.50
02/03/99 9,100 S 2.50
02/04/99 6,185 (5) P 3.0625
02/04/99 2,500 S 2.50
02/05/99 2,500 S 2.50
02/18/99 1,000 S 4.81
02/18/99 1,500 S 4.63
02/18/99 8,900 S 4.69
02/18/99 1,100 S 4.75
02/24/99 4,000 S 5.22
02/24/99 1,000 S 5.06
02/24/99 4,000 S 5.09
02/24/99 2,500 S 5.13
02/24/99 1,000 S 5.18
02/24/99 1,000 S 5.22
02/24/99 9,000 S 4.94
02/24/99 6,500 S 5.00
02/24/99 3,000 S 5.06
02/25/99 6,000 S 5.00
02/25/99 2,000 S 5.03
02/25/99 2,000 S 5.06
02/25/99 9,500 S 5.09
02/25/99 24,100 S 5.13
02/25/99 11,900 S 5.25
04/06/99 6,700 S 4.38
04/06/99 2,200 S 4.44
04/06/99 9,100 S 4.50
04/06/99 12,000 S 4.56
04/06/99 1,100 S 4.63
04/07/99 10,900 S 4.38
04/07/99 5,000 S 4.44
04/07/99 3,000 S 4.50
04/08/99 2,500 S 4.06
04/08/99 15,000 S 4.13
04/09/99 2,500 S 4.00
04/09/99 1,000 S 4.06
04/09/99 5,000 S 4.13
04/12/99 200 S 4.00
04/13/99 13,506 S 3.75
04/13/99 1,000 S 3.88
04/13/99 1,000 S 3.94
04/13/99 5,000 S 4.00
04/13/99 1,000 S 4.13
04/14/99 2,000 S 3.88
04/14/99 2,500 S 3.94
04/14/99 2,500 S 4.00
04/14/99 2,500 S 4.06
04/14/99 2,500 S 4.13
04/15/99 3,200 S 3.55
04/15/99 3,800 S 3.69
04/15/99 4,500 S 3.75
04/15/99 2,500 S 3.81
04/16/99 4,700 S 3.50
04/16/99 2,000 S 3.56
04/16/99 5,300 S 3.63
04/19/99 10,500 S 3.50
04/19/99 2,500 S 3.56
04/20/99 3,500 S 3.56
04/20/99 2,500 S 3.86
04/20/99 6,000 S 3.50
04/21/99 8,200 S 3.50
04/21/99 9,000 S 3.56
04/21/99 3,000 S 3.63
04/21/99 4,800 S 3.38
04/21/99 9,000 S 3.44
04/22/99 4,900 S 3.34
04/22/99 5,500 S 3.50
04/22/99 600 S 3.56
04/23/99 12,000 S 3.50
04/23/99 4,000 S 3.56
04/23/99 4,000 S 3.63
04/23/99 1,000 S 3.75
04/23/99 1,000 S 3.88
04/23/99 1,000 S 3.94
04/23/99 14,000 S 4.00
04/26/99 200 S 3.94
04/26/99 1,900 S 4.00
04/26/99 5,200 S 4.06
04/26/99 9,900 S 4.13
04/26/99 6,000 S 4.25
04/27/99 4,900 S 3.62
04/27/99 3,000 S 3.75
04/27/99 2,800 S 3.88
04/27/99 100 S 4.00
04/28/99 2,800 S 3.38
04/28/99 800 S 3.44
04/28/99 5,500 S 3.50
04/28/99 4,500 S 3.63
04/28/99 1,000 S 3.75
04/29/99 4,900 S 3.25
04/29/99 1,000 S 3.31
05/04/99 5,905 (5) P 3.0625
05/04/99 5,500 S 3.25
05/04/99 2,000 S 3.31
05/05/99 7,000 S 3.25
05/06/99 5,000 S 3.25
05/07/99 5,000 S 3.25
05/10/99 1,700 S 3.25
05/11/99 5,400 S 3.25
05/11/99 1,500 S 3.31
05/12/99 4,400 S 3.25
05/13/99 6,500 S 3.25
05/13/99 1,000 S 3.31
05/13/99 1,500 S 3.38
05/13/99 1,000 S 3.44
05/14/99 5,000 S 3.25
05/14/99 1,000 S 3.38
05/14/99 3,000 S 3.44
05/14/99 3,000 S 3.50
05/14/99 1,000 S 3.56
05/17/99 4,300 S 3.50
05/17/99 1,500 S 3.56
05/17/99 2,200 S 3.63
05/18/99 5,000 S 3.50
05/19/99 5,000 S 4.00
05/19/99 1,000 S 4.06
05/19/99 1,000 S 4.13
05/19/99 1,000 S 4.19
08/04/99 6,410 (5) P 3.0625
08/24/99 3,500 S 4.125
08/25/99 100 S 4.625
08/25/99 10,500 S 4.25
08/25/99 2,500 S 4.375
08/25/99 3,400 S 4.50
08/26/99 2,000 S 4.00
08/26/99 500 S 4.1875
08/26/99 1,300 S 4.25
08/26/99 1,100 S 4.375
08/26/99 100 S 4.50
08/27/99 500 S 4.1875
09/23/99 2,000 S 3.75
09/24/99 5,000 S 3.75
09/24/99 1,500 S 3.88
09/24/99 3,500 S 4.00
09/27/99 1,400 S 3.82
09/27/99 2,600 S 4.00
09/28/99 1,000 S 3.94
09/28/99 1,900 S 4.00
09/28/99 500 S 4.06
09/28/99 100 S 4.09
09/29/99 100 S 3.94
09/29/99 1,500 S 4.00
10/05/99 10,000 S 4.00
10/06/99 2,500 S 4.19
10/06/99 4,900 S 4.25
10/06/99 2,500 S 4.38
10/06/99 1,000 S 4.41
10/06/99 500 S 4.44
10/06/99 2,000 S 4.50
10/07/99 4,500 S 4.25
11/02/99 2,000 S 4.13
11/02/99 500 S 4.25
11/03/99 1,500 S 4.13
11/03/99 1,000 S 4.19
11/04/99 1,000 S 4.06
11/04/99 1,000 S 4.13
11/04/99 6,738 (5) P 3.0625
11/05/99 2,000 S 4.19
11/05/99 2,500 S 4.25
11/05/99 500 S 4.31
11/08/99 1,000 S 4.13
11/08/99 500 S 4.19
11/08/99 1,000 S 4.25
11/09/99 2,000 S 4.13
11/09/99 2,000 S 4.25
11/09/99 1,000 S 4.38
11/10/99 1,500 S 4.00
11/10/99 1,500 S 4.13
11/11/99 3,000 S 4.00
12/08/99 1,000 S 6.69
12/08/99 1,500 S 6.81
12/08/99 2,500 S 6.94
12/08/99 500 S 6.97
12/08/99 4,500 S 7.00
12/08/99 1,000 S 7.13
12/08/99 1,000 S 7.25
12/08/99 1,900 S 7.31
12/08/99 1,000 S 7.38
12/08/99 100 S 7.44
12/09/99 8,000 S 7.00
12/09/99 1,500 S 7.06
12/09/99 1,000 S 7.41
12/09/99 3,000 S 7.44
12/09/99 500 S 7.50
12/09/99 400 S 7.56
12/09/99 2,600 S 7.63
12/10/99 1,000 S 5.75
12/10/99 1,000 S 6.38
12/10/99 1,000 S 7.03
12/10/99 3,168 S 6.63
01/03/00 2,500 S 6.13
01/03/00 1,500 S 6.25
01/04/00 1,000 S 6.19
01/05/00 5,500 S 6.006
01/06/00 1,500 S 5.69
01/06/00 1,100 S 5.75
01/06/00 300 S 6.00
02/04/00 7,221 (5) P 3.0625
</TABLE>
- ----------------------
a Shares underlying about $3,822,000 of convertible indebtedness due by the
Issuer to Nordion, of which about 3,722,000 was convertible into shares of Stock
at $4.05 per share and $100,000 was convertible into shares of Stock at $8.00
per share. See also beneficial ownership reported on December 10, 1995.
b Shares underlying about $3,700,000 of convertible indebtedness due by the
Issuer to Nordion. Due to changes in the Canadian/U.S. dollar exchange rate
since December 1992, the outstanding indebtedness decreased from about
$3,822,000 in December 1992 to about 3,700,000 in December 1995. On December 10,
1995, the outstanding convertible conversion rate at which Nordion could elect
to convert all then outstanding indebtedness into shares of Stock was reduced to
$0.80. As a result, Nordion acquired beneficial ownership of 4,625,000 shares of
Stock instead of the beneficially owned 931,567 previously reported on December
1, 1992. Of the about $3,700,000 convertible indebtedness, Nordion has elected
to convert $3,215,000 into shares of Stock on the following dates: (i) $65,000
on February 9, 1996, (ii) $90,000 on March 31, 1996, (iii) $50,000 on June 6,
1996, (iv) $190,000 on March 14, 1997, (v) $120,000 on March 31, 1997, (vi)
$100,000 on September 30, 1997, (vii) $1,000,000 on November 3, 1997 and (viii)
$1,600,000 on December 29, 1997. All these conversions into shares of Stock were
converted at the then applicable conversion rate of $0.80 per share.
c Since June 6, 1998, Nordion has only made two cash advances to the Issuer:
(i) $10,000 on August 28, 1998 and (ii) $15,000 on October 23, 1998. Although
both cash advances were convertible into shares of Stock at 70% of the closing
price on the last trade date prior to the exercise of the conversion right, both
cash advances were repaid by the Issuer on September 9, 1998 and October 29,
1998, respectively.
(1) Beneficial ownership arising out of outstanding indebtedness convertible at
the election of Nordion.
(2) Conversion of the accrued interest on the outstanding indebtedness at the
then applicable conversion rate.
(3) Conversion of cash advances that were made by Nordion to the Issuer and that
have been converted at the then applicable conversion rate.
(4) Cash advances made by Nordion to the Issuer that have not yet been converted
into shares of Stock and that are convertible at 70% of the closing price on the
last date prior to the exercise of the conversion right.
(5) Accrued Interest on the outstanding indebtedness that has not yet been
converted into shares of Stock and that are convertible at 70% of the closing
price on the last date prior to the exercise of the conversion right.
Except as described above, neither Nordion, MDS or Laboratoires nor,
to the best knowledge of Nordion, MDS and Laboratoires, any of the persons
listed in Item 2 effected any transactions in the Stock since December 1, 1992.
(d) Except as set forth herein, each of Nordion, MDS and Laboratoires
affirms that no person other than Nordion, MDS and Laboratoires have the right
to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the shares of the Stock owned by Nordion, MDS and
Laboratoires.
(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Item 6 is hereby amended and restated in its entirety as
follows:
Except as described herein, none of Nordion, MDS, Laboratoires, or, to
the best knowledge of Nordion, MDS and Laboratoires, any of the directors and
executive officers of Nordion, MDS or Laboratoires, has any contract,
arrangement, understanding or relationship with any other person regarding the
shares of Stock, including but not limited to transfer or voting of any such
shares, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees or profits, division of profits or loss or the giving or
withholding of proxies.
<PAGE>
Item 7. MATERIALS TO BE FILED AS EXHIBITS.
Item 7 is hereby amended and restated in its entirety as follows:
Exhibits
--------
1. Financing Agreement between the Issuer and Nordion, dated September 5, 1990.
2. Security Agreement between the Issuer and Nordion, dated September 5, 1990.
3. Subordinated Debenture between the Issuer and MDS, dated July 1, 1991.
4. Agreement between the Issuer and MDS, dated July 9, 1991.
5. Subscription Agreement between the Issuer and MDS, dated July 11, 1991.
6. Mortgage and Security Agreement between the Issuer and Nordion, dated
October 22, 1991.
7. Reimbursement and Indemnity Agreement between the Issuer and Nordion, dated
October 22, 1991.
8. Agreement between the Issuer and Nordion, dated December 11, 1991.
9. Convertible Debenture between the Issuer and Nordion, dated January 15,
1992.
10. Mortgage and Security Agreement between the Issuer and Nordion, dated
January 15, 1992
11. Financing Agreement between the Issuer and Nordion, dated February 21, 1992.
12. Security Agreement between the Issuer and Nordion, dated February 21, 1992.
13. Assignment of right, title and interest in the Subordinated Debenture,
dated July 1, 1991 and the Agreement, dated July 9, 1991, by MDS to
Nordion, dated January 28, 1992.
14. Letter dated March 6, 1992, regarding the surrender of the Convertible
Subordinated Debenture to Nordion by MDS.
15. Letter dated August 17, 1992, regarding the understanding of convertibility
into shares of Stock of the Issuer's obligations to Nordion.
16. Agreement dated September 11, 1992 regarding the delivery of certain
supplies and the retention of ownership of such supplies by Nordion.
17. Letter dated January 28, 1993, confirming the agreement for additional
funding to the Issuer by Nordion.
18. Letter from Nordion dated March 31, 1994, regarding the payment of
indebtedness by the Issuer and the extension of the payment date.
19. Letter Agreement between the Issuer and Nordion regarding the payment of
indebtedness by the Issuer and the extension of the payment date, dated
April 13, 1994.
20. Letter Agreement between the Issuer and Nordion to further extend payment of
indebtedness, dated November 23, 1994.
21. Letter confirming agreement to extend payment of indebtedness, dated
February 17, 1995.
22. Letter confirming the Issuer's fulfillment of conditions of the November 23,
1994 Letter Agreement, dated February 17, 1995.
23. Letter Agreement between the Issuer and Nordion regarding the conversion
of accrued interest into shares of Stock, dated May 29, 1995.
24. Letter Agreement between the Issuer and Nordion regarding the conversion
of accrued interest into shares of Stock, dated June 30, 1995.
25. Letter Agreement between the Issuer and Nordion to further extend payment of
indebtedness, dated July 4, 1995
26. Letter confirming Nordion's conversion of a cash advance of $25,000 into
16,667 shares of Stock, dated July 13, 1995.
27. Letter Agreement between the Issuer and Nordion regarding the Nordion's
conversion of a cash advance of $109,521 into 87,617 shares of Stock,
dated July 27, 1995.
28. Letter Agreement between the Issuer and Nordion regarding the conversion
of accrued interest into shares of Stock, dated September 30, 1995.
29. Letter Agreement between the Issuer and Nordion regarding the conversion
of accrued interest into shares of Stock, dated October 25, 1995.
30. Letter confirming Nordion's conversion of a cash advance of $25,000 into
20,000 shares of Stock, dated November 20, 1995.
31. Agreement between the Issuer and Nordion, dated December 10, 1995.
32. Letter confirming extension of payment due date, dated December 13, 1995.
33. Letter confirming Nordion's conversion of a cash advance of $35,000 into
43,750 shares of Stock, dated December 15, 1995.
34. Letter Agreement between the Issuer and Nordion regarding the conversion
of outstanding indebtedness into shares of Stock, dated December 20,
1995.
35. Letter Agreement between the Issuer and Nordion regarding the conversion
of accrued interest into shares of Stock, dated January 1, 1996.
36. Letter confirming Nordion's conversion of a cash advance of $15,000 into
18,750 shares of Stock, dated January 5, 1996.
37. Letter confirming Nordion's conversion of a cash advance of $25,000 into
31,250 shares of Stock, dated January 23, 1996.
38. Letter confirming Nordion's conversion of a cash advance of $15,000 into
18,750 shares of Stock, dated February 9, 1996.
39. Letter confirming Nordion's conversion of a cash advance of $30,000 into
37,500 shares of Stock, dated March 1, 1996.
40. Letter Agreement between the Issuer and Nordion regarding the conversion
of outstanding indebtedness into shares of Stock, dated March 31, 1996.
41. Letter Agreement between the Issuer and Nordion regarding the conversion
of accrued interest into shares of Stock, dated March 31, 1996.
42. Letter Agreement between the Issuer and Nordion to further extend payment of
indebtedness, dated April 2, 1996.
43. Letter confirming Nordion's conversion of a cash advance of $33,000 into
41,250 shares of Stock, dated April 2, 1996.
44. Letter confirming Nordion's conversion of a cash advance of $27,000 into
33,750 shares of Stock, dated May 2, 1996.
45. Letter confirming Nordion's conversion of a cash advance of $30,000 into
37,500 shares, dated June 4, 1996.
46. Letter Agreement between the Issuer and Nordion regarding the conversion
of accrued interest into shares of Stock, dated June 30, 1996.
47. Letter Agreement between the Issuer and Nordion regarding the conversion
of outstanding indebtedness into shares of Stock, dated June 30, 1996.
48. Letter confirming Nordion's conversion of a cash advance of $25,000 into
31,250 shares of Stock, dated July 2, 1996.
49. Letter confirming Nordion's conversion of a cash advance of $30,000 into
37,500 shares of Stock, dated July 26, 1996.
50. Letter Agreement between the Issuer and Nordion regarding the conversion
of a cash advance of $72,285 into 90,355 shares of Stock, dated August
16, 1996.
51. Letter confirming Nordion's conversion of $25,000 into 31,250 shares of
Stock, dated September 10, 1996.
52. Letter confirming Nordion's conversion of a cash advance of $3,741 into
4,676 shares of Stock, dated September 26, 1996.
53. Letter Agreement between the Issuer and Nordion regarding the conversion
of accrued interest into shares of Stock, dated September 30, 1996.
54. Letter confirming Nordion's conversion of a cash advance of $20,000 into
25,000 shares, dated October 11, 1996.
55. Letter confirming Nordion's conversion of $20,000 into 25,000 shares of
Stock, dated November 7, 1996.
56. Letter confirming Nordion's conversion of $25,000 into 31,250 shares of
Stock, dated December 9, 1996.
57. Letter confirming Nordion's conversion of $18,000 into 22,500 shares of
Stock, dated December 16, 1996.
58. Letter Agreement between the Issuer and Nordion regarding the conversion
of outstanding indebtedness into shares of Stock, dated December 31,
1996.
59. Letter Agreement between the Issuer and Nordion regarding the conversion
of accrued interest into shares of Stock, dated December 31, 1996.
60. Letter confirming Nordion's conversion of a cash advance of $15,000 into
18,750 shares of Stock, dated January 13, 1997.
61. Letter confirming Nordion's conversion of a cash advance of $20,000 into
25,000 shares of Stock, dated February 7, 1997.
62. Letter confirming Nordion's conversion of a cash advance of $20,000 into
25,000 shares of Stock, dated February 28, 1997.
63. Letter Agreement between the Issuer and Nordion regarding the conversion
of a cash advance of $73,781 into 92,227 shares of Stock, dated March 13,
1997.
64. Letter Agreement between the Issuer and Nordion to further extend payment of
indebtedness, dated March 13, 1997.
65. Letter Agreement between the Issuer and Nordion regarding the conversion
of outstanding indebtedness into shares of Stock, dated March 14, 1997.
66. Letter confirming Nordion's conversion of a cash advance of $18,500 into
23,125 shares of Stock, dated March 17, 1997.
67. Letter Agreement between the Issuer and Nordion regarding the conversion
of outstanding indebtedness into shares of Stock, dated March 31, 1997.
68. Letter Agreement between the Issuer and Nordion regarding the conversion
of accrued interest into shares of Stock, dated March 31, 1997.
69. Letter confirming Nordion's conversion of a cash advance of $15,000 into
18,750 shares of Stock, dated April 16, 1997.
70. Letter confirming Nordion's conversion of a cash advance of $13,000 into
16,250 shares of Stock, dated June 3, 1997.
71. Letter confirming Nordion's conversion of a cash advance of $20,000 into
25,000 shares of Stock, dated June 13, 1997.
72. Letter Agreement between Issuer and Nordion regarding the conversion of
accrued interest into shares of Stock, dated June 30, 1997.
73. Letter confirming Nordion's conversion of a cash advance of $20,000 into
25,000 shares of Stock, dated July 4, 1997.
74. Letter confirming Nordion's conversion of a cash advance of $20,000 into
25,000 shares of Stock, dated July 17, 1997.
75. Letter confirming Nordion's conversion of a cash advance of $20,000 into
25,000 shares of Stock, dated July 31, 1997.
76. Letter confirming Nordion's conversion of a cash advance of $20,000 into
25,000 shares of Stock, dated August 26, 1997.
77. Letter confirming Nordion's conversion of a cash advance of $20,000 into
25,000 shares of Stock, dated September 22, 1997.
78. Letter Agreement between the Issuer and Nordion regarding the conversion
of outstanding indebtedness into shares of Stock, dated September 30,
1997.
79. Letter Agreement between the Issuer and Nordion regarding the conversion
of accrued interest into shares of Stock, dated September 30, 1997.
80. Letter confirming Nordion's conversion of a cash advance of $20,000 into
25,000 shares of Stock, dated October 3, 1997.
81. Letter Agreement between the Issuer and Nordion regarding the conversion
of outstanding indebtedness into shares of Stock, dated November 3, 1997.
82. Letter confirming Nordion's convertible cash advance of $12,000, dated
November 10, 1997.
83. Letter confirming Nordion's convertible cash advance of $18,000, dated
November 10, 1997.
84. Letter confirming Nordion's convertible cash advance of $25,000, dated
November 18, 1997.
85. Letter confirming Nordion's convertible cash advance of $20,000, dated
December 5, 1997.
86. Letter confirming agreement to extend payment of indebtedness, dated
December 12, 1997.
87. Letter confirming Nordion's convertible cash advance of $20,000, dated
December 19, 1997.
88. Letter Agreement between Issuer and Nordion regarding the conversion of
outstanding indebtedness into shares of Stock, dated December 29, 1997.
89. Letter Agreement between Issuer and Nordion regarding the conversion of
outstanding indebtedness into shares of Stock, dated December 29, 1997.
90. Letter confirming Nordion's convertible cash advance of $20,000, dated
January 9, 1998.
91. Letter confirming Nordion's repayable and convertible cash advance of
$10,000, dated February 2, 1998.
92. Letter confirming Nordion's repayable and convertible cash advance of
$20,000, dated February 12, 1998.
93. Letter confirming Nordion's convertible cash advance of $75,000, dated
March 9, 1998.
94. Letter confirming applicable conversion rate since August 1, 1997, dated
March 13, 1998.
95. Letter confirming Nordion's repayable and convertible cash advance of
$20,732, dated April 3, 1998.
96. Letter confirming Nordion's repayable and convertible cash advance of
$15,000, dated April 9, 1998.
97. Letter confirming Nordion's repayable and convertible cash advance of
$15,000, dated April 24, 1998.
98. Letter confirming Nordion's convertible cash advance of $20,000, dated May
8, 1998.
99. Letter confirming Nordion's repayable and convertible cash advance of
$25,000, dated June 12, 1998.
100. Letter confirming Nordion's repayable and convertible cash advance of
$10,000, dated August 28, 1998.
101. Letter confirming bridge loan to the Issuer by Nordion, dated October 23,
1998.
102. Letter confirming indemnification by the Issuer of Nordion in connection
with the Unlimited Guaranty and Indemnity Agreement, dated October 23,
1998.
103. Unlimited Guaranty and Indemnity Agreement, dated October 29, 1998.
104. Unlimited Guaranty and Indemnity Agreement, dated December 17, 1999.
105. Letter Agreement between the Issuer and Nordion concerning extension of
payment of debt, dated March 23, 1999.
106. Letter Agreement between the Issuer and Nordion concerning extension of
payment of debt, dated January 19, 2000.
107. Letter Agreement between the Issuer and Nordion concerning simplification
of security interests, dated March 6, 2000.
<PAGE>
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
DATED: April 7, 2000
MDS NORDION INC.,
By: /s/ David Nicholds
------------------------------
Name: David Nicholds
Title: Vice-President
MDS INC.,
By: /s/ Peter E. Brent
------------------------------
Name: Peter E. Brent
Title: Senior Vice-President
& General Counsel
LABORATOIRES MDS QUEBEC LTEE.,
By: /s/ Peter E. Brent
------------------------------
Name: Peter E. Brent
Title: Vice-President
& Corporate Secretary
<PAGE>
Schedule A
----------
Joint Filing Agreement - Dated April 7, 2000
--------------------------------------------
We, the undersigned, hereby express our agreement that the attached
Amendment 4 to Schedule 13D is, and any future amendments thereto may be, filed
on behalf of each of us.
MDS NORDION INC.,
By: /s/ David Nicholds
------------------------------
Name: David Nicholds
Title: Vice-President
MDS INC.,
By: /s/ Peter E. Brent
------------------------------
Name: Peter E. Brent
Title: Senior Vice-President
& General Counsel
LABORATOIRES MDS QUEBEC LTEE.,
By: /s/ Peter E. Brent
------------------------------
Name: Peter E. Brent
Title: Vice-President
& Corporate Secretary
FINANCING AGREEMENT
THIS FINANCING AGREEMENT (this "Agreement") is made and entered into this
5th day of September, 1990, by and between VINDICATOR OF FLORIDA, INC.
("Vindicator"), a Florida corporation whose principal offices are located in
Plant City, Florida, and NORDION INTERNATIONAL INC ("Nordion"), a Canadian
corporation whose principal offices are located in Kanata Ontario, Canada.
WHEREAS, Vindicator desires to build a successful commercial food
demonstration irradiation facility in or near Mulberry, Florida, principally for
the purpose of irradiating food and related products; and
WHEREAS, Nordion desires to develop and promote the commercialization and
demonstration of food irradiation;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements contained herein and other good and valuable consideration the
receipt and sufficiency of which are hereby acknowledged by both of the parties
to this Agreement, the parties hereby agree as follows:
1. Upon the terms and subject to the conditions set forth herein,
Nordion shall design, manufacture and install, and Vindicator shall
purchase from Nordion, a fully operational gamma radiation processing
pallet irradiator (the "Irradiator"), complete with an initial radiation
source of 400,000 curies of cobalt 60 (the "Source"), at Vindicator's
present site in Mulberry, Florida, all as described in that certain
Proposal number 89-IPQ-336A dated August 29, 1990 delivered by Nordion to
Vindicator (the "Proposal"). In addition, Nordion shall provide to
Vindicator the services set forth in Paragraph 5 of this Agreement. The
total purchase price to be paid by Vindicator to Nordion for the
Irradiator, Source and the services to be provided by Nordion under this
Agreement shall be $2,867,510 ($Canadian), such amount to be paid as
provided in Paragraph 3 of this Agreement.
2. The parties acknowledge that Nordion accepted Vindicator's firm
purchase order for the Irradiator and the Source, all pursuant to the
Proposal, on September 5, 1990 (such date being referred to herein as the
"Acceptance Date"). This Agreement supplements that arrangement.
3. The purchase price of $2,867,510 ($Canadian) shall be paid as
follows:
(a) the parties acknowledge that $126,000 ($Canadian) of the
total purchase price has already been paid, leaving a balance as of
the date hereof of $2,741,510 ($Canadian);
(b) an additional $295,000 ($U.S.) shall be paid by Vindicator,
in cash, on the Acceptance Date, and shall be applied against the
balance of the Purchase Price based on the $U.S.-Canadian exchange
rate as of the Acceptance Date;
(c) the balance of the purchase price shall be paid at the time
and in the manner described in Paragraph 4.
4. (a) The amount referred to in Paragraph 3(c) shall be due and
payable in full on the date forty-eight (48) months from the Acceptance
Date (the "Due Date"). Such amount shall not bear any interest until the
Due Date, whereupon such amount shall bear interest at the rate of three
percentage points above the "prime rate" for similarly sized commercial
obligations as published from time to time in the Wall Street Journal.
(b) Payment of any amount due under this Paragraph 4 shall be
secured by a first, preferred security interest in the Irradiator and
the Source to be granted to Nordion upon or before sale or delivery of
the Irradiator and the Source. In addition; in the event that any
other assets of Vindicator are at any time subject to any other
security interest, then simultaneously with the granting of such
security interest Nordion shall be granted a subordinate security
interest in such assets. Any security interest granted hereunder to
Nordion shall be granted by way of a security agreement in
substantially the same form as is attached hereto as Exhibit A. Upon
or before consummation of the transaction to which any such security
interest relates, proper opinions and security filings must be
effected (at Nordion's expense) as to each security interest granted
hereunder.
(c) Vindicator shall be deemed in default of its payment
obligation under this Paragraph 4 upon the occurrence of any of the
following:
(i) Any amount owed hereunder not being paid in full when
due; or
(ii) The irradiation by Vindicator, at the Facility, of any
product, other than food or related products including packaging
materials, for any customer who, to the knowledge of Vindicator
after consultation with Nordion, had previously had any similar
product irradiated by gamma radiation by another commercial
irradiator then willing and able to provide such service and both
now and then being supplied or otherwise serviced by Nordion
(this shall not, however, preclude Vindicator from conducting
research and development activities on any product for any
customer); or
(iii) Any act of bankruptcy or insolvency by Vindicator.
(d) Option is given to Vindicator to pay part or the entire
principal sum due under this Paragraph 4 remaining unpaid at any time
without penalty.
(e) Nordion may, at its option, at any time, forgive any part or
all of the amount owed under this Paragraph 4.
(f) Vindicator shall use its best efforts to pay down the balance
of the purchase price during the 48-month interest-free period prior
to the Due Date, and in any event not later than the Due Date. Its
best efforts win include deferring payment of dividends, reasonably
conservative policies on salaries, bonuses or other remuneration and
any other distribution of any kind to shareholders or employees.
5. Pending completion of the Facility and the commencement of the operation
thereof, Nordion will provide to Vindicator, and to Vindicator's architects and
engineers, irradiator building construction drawings, plans and specifications
for the Facility. Nordion will act as Vindicator's consultant in connection with
Vindicator's applying for and obtaining all necessary licenses and permits for
the Facility. Nordion will further act as Vindicator's consultant in its
selection and training of operating and management personnel for the Facility,
and provide all plant operation and radiation safety training for all Facility
personnel during the Facility's initial period of operation. In addition,
Nordion will assist Vindicator in its other technical and marketing efforts.
6. This Agreement shall be governed by the laws of the State of Florida.
IN WITNESS WHEREOF, the parties have executed this Agreement the day and
year first above written.
VINDICATOR OF FLORIDA, INC.
By: /s/ Sam R. Whitney, President
NORDION INTERNATIONAL INC.
By:
SECURITY AGREEMENT
THIS SECURITY AGREEMENT (this "Agreement") is made and entered into by and
between NORDION INTERNATIONAL INC., a Canadian corporation (hereinafter "Secured
Party"), having a principal place of business in Kanata, Ontario, Canada, and
VINDICATOR OF FLORIDA, INC (hereinafter "Debtor"), having a principal place of
business in Plant City, Florida.
1. Security Interest. Debtor is indebted to Secured Party under that
certain Financing Agreement dated September 5, 1990 in an amount determined
thereunder (the "Debt"). Debtor hereby grants to Secured Party a security
interest in and agrees and acknowledges that Secured Party, without further
action on its part, has and shall continue to have a continuing security
interest in all of the "Collateral" (as defined in Section 2 below), to secure
payment of the Debt.
2. Collateral. For the purposes of this Agreement, the term "Collateral"
shall mean all of the assets described on Exhibit A hereto.
3. Warranties. Debtor hereby represents, warrants, covenants and agrees to
and with Secured Party that:
(a) Except for the security interest granted hereby Debtor is
the owner of the Collateral free from any lien, security interest or
encumbrance, and Debtor will defend the Collateral claiming the same or
any interest therein.
(b) Debtor will perform all of the covenants of debtor under or
with respect to the Debt and Debtor will perform all of Debtor's
covenants under all documents executed by Debtor pursuant thereto.
(c) In the event Debtor defaults with respect to any of its
covenants hereunder, Secured Party may proceed against such security
or guarantors as Secured Party has with respect to the Debt, in such
fashion and in such order as Secured Party may desire and Secured
Party shall not be deemed to have waived any of its security rights or
other rights by virtue of the order or fashion in which it elects to
realize on the various security interests or guaranties which it has
to secure the Debt or by virtue of bringing any action to realize on
any of the various security interests.
(d) If Debtor executes this Agreement as a corporation or if
Debtor is in fact or law a corporation, Debtor warrants it is a duly
organized and existing Florida corporation, in good standing and duly
licensed to operate its business. The execution hereof and of any
document in connection herewith and the consummation of the
transactions herein contemplated do not violate any provisions of its
Charter or By-laws or any contract and have or will be duly authorized
and approved by its Board of Directors and Stockholders.
4. Default and Remedies. Upon the happening of any of the following events
or conditions, namely: (1) default in the payment or performance of any of the
obligations secured hereby, of any covenant or liability contained or referred
to herein, or any note or other instrument evidencing any of the Debt, or in any
guaranty thereof; (2) any warranty, representation or statement made or
furnished to Secured Party by or on behalf of Debtor in connection with this
Agreement or to induce Secured Party to lead monies to Debtor proves to have
been false in any respect when made or furnished; (3) any substantial theft,
loss, damage or destruction of any of the Collateral, or any sale, transfer,
lease, disposition or encumbrance to or of any of the Collateral, or the making
of any levy, seizure or attachment thereof or thereon; (4) death, dissolution,
termination of existence, insolvency, business failure, appointment of receiver
for Debtor or any of the Collateral or any part of the property of Debtor, or
any material assignment for the benefit of the creditors by, or the commencement
of any proceedings under any bankruptcy or insolvency laws by or against,
Debtor; or (5) Secured Party in good faith believes that the prospect of payment
or performance by Debtor is impaired and deems itself insecure; thereupon or at
any time thereafter, such defects not having previously been cured, Secured
Party at its option may declare all of the Debt secured hereby to be immediately
due and payable and shall then have the remedies of a secured party under the
Florida Uniform Commercial Code or other applicable law, including without
limitation the right to take possession of the Collateral, and for that purpose
Secured Party may, so far as the Debtor can give authority therefor, enter upon
any premises on which the Collateral or any part thereof may be situated, and
remove the same therefrom or render the same unusable or store the Collateral on
Debtor's premises for a reasonable time without rent or cost to Secured Party.
Secured Party may require Debtor to gather the Collateral and to make it
available to Secured Party at a place to be designated by Secured Party which is
reasonably convenient to both parties. If any notice need be given, it will be
reasonable for Secured Party to give Debtor five (5) days prior written notice
of the time and place of any public sale or of the time after which any private
sale or any other intended disposition is to be made. Expenses of retaking,
holding, preparing for sale, selling or the like, including Secured Party's
reasonable attorney's fees and other costs and expenses, will be paid by Debtor,
including all costs and attorneys fees incurred in any appeal.
5. General. This Agreement and the security interest in the Collateral
created hereby shall terminate only when the obligations hereby secured have
been paid in full. No waiver by Secured Party of any default shall be effective
unless in writing nor operate as a waiver or any other default or of the same
default on a future occasion. To the extent that Debtor's obligations are now or
hereafter secured by property other than the Collateral or by the guarantee,
endorsement or property of any other person, firm or corporation, then Secured
Party shall have the right in its sole discretion to determine which rights,
securities, liens, security interests or remedies it shall at any the pursue,
relinquish, subordinate or modify, or take any other action with respect thereto
without in any way modifying or affecting any of them or any of its rights
hereunder. Until default, Debtor may have possession of the Collateral and use
the same in any lawful manner not inconsistent with this Agreement. Debtor will
not mortgage, pledge or hypothecate its property or assets of any kind to anyone
except to Secured Party or otherwise sell or dispose of any of its property or
assets of any kind except in the normal course of its business. Debtor waives
notice of non-payment, presentment, demand, protest or notice thereof as to any
accounts or airy securities or instruments or notes relating thereto, or
otherwise except as specified herein. All rights and remedies herein are
cumulative and not alternative. This Agreement contains the entire agreement of
the parties and neither shall be bound by anything not expressed herein. All
notices to either party shall be given by certified mail, postage prepaid, at
the address first mentioned. Whenever used herein, the singular number shall
include the plural, the plural the singular, and the use of any gender shall
include all genders. All debtors hereto are bound jointly and severally.
DATED this 5th day of September, 1990.
ATTEST: VINDICATOR OF FLORIDA, INC.
(Corporate Seal)
/s/ Walter H. Harkala By:/s/ Sam R. Whitney
- ------------------------------- -------------------------------
, Secretary Sam. R. Whitney, President
ATTEST: NORDION INTERNATIONAL INC.
(Corporate Seal)
/s/ By:/s/
- ------------------------------- -------------------------------
, Secretary , President
<PAGE>
EXHIBIT A
COLLATERAL
One Pallet Type Gamma Irradiator as illustrated in Drawing No. B700001-353,
Issue D, Sheets 1 and 2, including all related mechanisms, conveyors, carriers,
control console, meters, manuals, computerized irradiator monitoring system,
spare parts, pool water de-ionizer, emergency source cooling sprinkler system
and safety interlock systems;
On Red Acrylic Dosimetry System, Type BC-2, as described in Specification RAD LS
117/107, including 2,000 pellets;
One Compu-Dose System, including 500 ceric cerous dosimeters;
400,000 curies of Cobalt-60 doubly sealed in standard Nordion capsules, Model
C-188;
And all other items that are personal property supplied by Nordion International
Inc. to Vindicator of Florida, Inc. under Nordion's P.S. No. 58463D.
NORDION INTERNATIONAL INC.
/s/ W.P. O'Neill
----------------------------
by: W.P. O'Neill, President & CEO
VINDICATOR OF FLORIDA INC.
/s/ Sam R. Whitney, President
----------------------------
by:
THE DEBENTURE REPRESENTED BY THIS CERTIFICATE AND SHARES INTO WHICH THE
DEBENTURE IS CONVERTIBLE ARE BEING ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW
TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SALE OR
DISPOSITION THEREOF MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT
RELATED THERETO OR AN OPINION OF COUNSEL FOR THE COMPANY THAT SUCH REGISTRATION
IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.
VINDICATOR OF FLORIDA, INC,
SUBORDINATED DEBENTURE DUE JULY 1, 1993
Date of Issue: July 1, 1991 $ 300,000.00
------------
VINDICATOR OF FLORIDA. INC a Florida corporation (the "Company"), for value
received, hereby promises to pay to MDS Health Group Inc., a Delaware
corporation, or assigns, (the "Holder") the principal sum of $300,000.00 (Three
Hundred Thousand Dollars and 00/100) Dollars on July 1, 1993.
Covenants
- ---------
The Company covenants to, and agrees with the Holder that it will:
(i) maintain its properties in good condition, repair and working
order and make all necessary repairs and replacements as in the
judgment of the Company may be necessary to carry on and conduct its
business;
(ii) at all times keep properties which are of an insurable nature
insured with insurers believed by the Company to be responsible
against loss or damage to the extent that property of similar
character is usually so insured by corporations similarly situated and
owning like properties;
(iii) pay or discharge or cause to be paid or discharged, before the
same shall become delinquent, (1) all taxes, assessments and
governmental charges levied or imposed upon it or upon any of its
income, profits or property, and (2) all lawful claims for labor,
materials and supplies which, if unpaid, might by law become a lien
upon its properties; provided, however, that the Company shall not be
required to pay or discharge any tax, assessment, charge or claim
whose amount, applicability or validity is being contested in good
faith by appropriate proceedings.
The Indebtedness evidenced by this Debenture shall be subordinate and
subject in right of payment to the prior payment in full of all presently
existing and subsequently incurred loans from banks, and/or financial
institutions and shall be secured by a second, preferred security interest in
the gamma radiation processing pallet irradiator and initial radiation source of
Cobalt-60 being sold to Vindicator by Nordion International, Inc., which holds
the first secured position,
Conversion
- ----------
Holder shall have conversion rights (the "Conversion Rights") as follows:
(i) At the option of Holder, all or any part of the principal amount of
this Debenture may be converted into fully paid and non-assessable shares or
Common Stock of the Company, at the conversion rate of one fully paid and
nonassessable share of Common Stock for that amount of Debenture which is equal
to the lesser of $4.50 or ten percent (10%) less than the closing per share
market price of the Company's Common Stock on the day prior to the date tendered
for conversion ("Conversion Rate"). If no market exists on the day prior to the
date tendered, then the closing price on the last date on which trading was
conducted will be used. Fractional shares will not be issued.
(ii) Before Holder shall be entitled to convert this Debenture or a part
hereof into shares of Common Stock, the Holder shall surrender the Debenture to
the Company at its offices at the address set forth herein (or at such other
address of which the Company shall have notified the Holder in writing), and
shall give written notice to the Company at such offices that Holder elects to
convert the Debenture and stating if the Debenture is to be converted in part,
the amount thereof so to be converted. Such notice shall also state the name or
names (with address or addresses) in which the certificate or certificates for
shares of Common Stock issuable upon such conversion shall be issued and shall
contain such representations as may reasonably be required by the Company to the
effect that the shares to be received upon conversion are not being acquired for
distribution and will not be transferred in any way that might violate the then
applicable laws. As promptly as practicable after the receipt of such notice and
the surrender of the Debenture or part thereof as aforesaid, the Company shall
issue and shall deliver to Holder at the address specified by the Holder as set
forth herein a certificate or certificates for the number of shares issuable
upon the conversion of the Debenture or part thereof in accordance with the
provisions hereof. Such conversion shall be deemed to have been effected at the
close of business on the date on which such notice shall have been received at
the office of the Company and the Debenture shall have been surrendered in whole
or in part as aforesaid (the "Conversion Date"), and at such time the rights of
Holder as obligee shall cease with regard to that portion of the Debenture
surrendered for conversion and the person or persons in whose name or names any
certificate or certificates for shares of Common Stock shall be issuable upon
such conversion shall be deemed to have become the holder or holders of record
of the shares of Common Stock represented thereby to the extent of such
conversion. All certificates issued upon the exercise of the conversion shall
contain a legend governing restrictions upon such shares imposed by law. The
Company shall return to the Holder any Debenture converted in part with an
appropriate notation endorsed thereon evidencing such partial conversion.
(iii) In the event the Company at any time or from time to time after the
Closing Date effects a subdivision or combination of its outstanding Common
Stock into a greater or lesser number of shares or grants a dividend payable in
Common Stock of the Company, then and in each such event the Conversion Rate
shall be increased or decreased proportionately.
(iv) The Company shall at all times reserve and keep available out of its
authorized but unissued shares of Common Stock solely for the purpose of
effecting the conversion of this Debenture such number of its shares of Common
Stock as shall from time to time be sufficient to effect the Conversion of this
Debenture; and if at any time the number of authorized but unissued shares of
Common Stock shall not be sufficient to effect such conversion, the Company will
take such corporate action as may, in the opinion of its counsel, be necessary
to increase its authorized but unissued shares of Common Stock to such number of
shares as shall be sufficient for such purpose.
Consolidation or Merger
- -----------------------
The Company shall not consolidate or merge into, or transfer or lease
all or substantially all of its assets to, any person unless:
(i) The person assumes all the obligations of the Company under this
Debenture, including but not limited to the due and punctual payment of the
principal of this Debenture; and
(ii) Immediately after the transaction no Event of Default exists.
The surviving entity, transferee or lessee shall be the successor Company, but
the predecessor Company in the case of a transfer or lease shall not be released
from the obligation to pay the principal of this Debenture.
Default
- -------
An "Event of Default" occurs if:
(i) The Company defaults in the payment of the principal of this Debenture
when the same becomes due and payable at maturity;
(ii) The Company fails to comply with any of its other agreements in this
Debenture and the failure continues for a period of sixty (60) days after
notice in writing to the Company from the holder of this Debenture,
specifying such failure and demanding that such failure be remedied;
(iii) The Company commences a voluntary case in bankruptcy, consents to the
entry of any order for relief against it in an involuntary case in
bankruptcy, consents to the appointment of a custodian of it or for all or
substantially all of its property, or makes a general assignment for the
benefit of its creditors under any federal or state bankruptcy law or other
similar provision for the relief of debtors; or
(iv) A court of competent jurisdiction enters an order or decree under any
federal or state bankruptcy law, or other similar provision for the relief
of debtors, for relief against the Company in an involuntary bankruptcy
case, appoints a custodian of the Company or for all or substantially all
of its property, or orders the liquidation of the Company and the order or
decree remains unstayed and in effect for sixty (60) days.
If an Event of Default shall occur and be continuing, the principal hereof
may be declared due and payable by notice to the Company in writing. Upon such
declaration the principal of this Debenture shall be due and payable
immediately.
If an Event of Default occurs and is continuing, the holder of this
Debenture may pursue any available remedy or collect the payment of principal on
this Debenture or to enforce the performance of any provision of this Debenture.
A delay or omission by the holder of this Debenture in exercising any right or
remedy accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law. In any suit for the enforcement of
any right or remedy under this Debenture, a court in its discretion may require
the filing by any party litigant in the suit of an undertaking to pay the costs
of the suit, and the court in its discretion may assess reasonable costs,
including reasonable attorneys' fees, against any party litigant in the suit,
having due regard to the merits and good faith of the claims or defenses made by
the party litigant.
Transferability
- ---------------
This Debenture is not transferable without the consent of the Company,
except to a subsidiary or affiliate of MDS.
Notice
- ------
Any notice or communication by the Company to the Holder shall be mailed by
first-class mail to the address as shown on below. If a notice or communication
is mailed in the manner provided above within the time prescribed, it will be
deemed duly given, whether or not the addressee receives it.
The Company's address is:
Vindicator of Florida, Inc.
1801 Thonotosassa Road - Suite 3
Plant City, Florida 3356
The Company may change its address by providing written notice or such
change to the Holder.
The Holder's address is:
MDS Health Group Inc.
100 International Boulevard
Toronto, Canada M9W6J6
The Holder may change its address by providing written notice of such
change to the Company.
General
- -------
No recourse shall be had for the payment of the principal of this Debenture
or for any claim based hereon or otherwise in respect hereof against any
shareholder, officer or director, as such, past, present or future, of the
Company, whether by virtue of any constitutional provision, statute or rule of
law or equity, or by the enforcement of any assessment or penalty or otherwise,
all such liability being, by the acceptance hereof and as part of the
consideration for the issue hereof, expressly waived and released by the Holder
hereof.
The laws of the State of Florida shall govern this Debenture.
IN WITNESS WHEREOF Vindicator of Florida, Inc., has caused this Debenture
to be executed in its corporate name by the President, and has caused its
corporate seal to be imprinted hereon and attested by the Secretary.
Dated: July 1, 1991 VINDICATOR OF FLORIDA, INC.
-------------
By: /s/ Sam R. Whitney
-------------------------------
President
(Seal)
ATTEST:
By: /s/ Walter H. Harkala
- --------------------------------
Secretary
AGREEMENT
This Agreement entered into this 9th day of July, 1991 by and
between Vindicator of Florida, Inc. ("Vindicator") and MDS Health Group Inc., a
Delaware corporation ("MDS").
WHEREAS MDS Health Group Limited, a Canadian corporation and parent company
of MDS, is in the process of negotiating for the purchase of Nordion
Intentional, Inc., a Canadian corporation and,
WHEREAS Nordion has entered into an agreement with Vindicator whereby
Vindicator has agreed to pay to Nordion $2.1 million dollars (US), without
interest, on September 5, 1994 and,
WHEREAS MDS has agreed, in a separate agreement, to loan to Vindicator
$300,000 (US), such loan to be evidenced by a $300,000 Convertible Subordinated
Debenture dated July 1, 1991 ("Debenture").
In consideration of NMS's agreement to the purchase of the Debenture,
Vindicator hereby agrees as follows:
In the event MDS acquires a controlling interest in Nordion, by way of a
stock or asset purchase agreement, Vindicator will grant to RDS or Nordion the
right to convert the $2.1 million indebtedness at any time prior to the due date
into shares of Common Stock of Vindicator at the conversion rate of one fully
paid and non-assessable share of Common Stock for each $4.50 of such
indebtedness. Fractional shares shall not be issued.
In the event the Company at any time or from time to time after the Closing
Date effects a subdivision or combination of its outstanding Common Stock into a
greater or lesser number of shares or grants a dividend payable in Common Stock
of the Company, then and in each such event the Conversion Rate shall be
increased or decreased proportionately.
The Company shall at all times reserve and keep available out of its
authorized but unissued shares of Common Stock solely for the purpose of
effecting the conversion of the aforesaid indebtedness such number of its shares
of Common Stock as shall from time to time be sufficient to effect the
Conversion of such indebtedness; and if at any time the number of authorized but
unissued shares of Common Stock shall not be sufficient to effect such
conversion, the Company will take such corporate action as may, in the opinion
of its counsel, be necessary to increase its authorized but unissued shares of
Common Stock to such number of shares as shall be sufficient for such purpose.
VINDICATOR OF FLORIDA, INC.
By: /s/ Sam R. Whitney
------------------------
Accepted By:
/s/
- --------------------------------
MDS Health Group Inc.
VINDICATOR OF FLORIDA, INC.
---------------------------
SUBSCRIPTION AGREEMENT
Gentlemen:
Re: Convertible Subordinated Debenture.
The undersigned hereby subscribes for a Convertible Subordinated
Debenture ("Debenture") in the principal amount of $300,000 of Vindicator of
Florida, Inc. (the "Company"), a Florida corporation. In consideration of your
acceptance of this Subscription Agreement, the undersigned hereby agrees,
represents and warrants as follows:
1. Payment for Debenture. Simultaneously with the execution and delivery of
this Subscription Agreement, the undersigned is delivering to you $300,000,
which represents the purchase price of the Debenture for which the undersigned
has subscribed.
2. Receipt of Reports. The undersigned hereby acknowledges receipt of a
copy of the Company's Prospectus dated November 14, 1990, Form 10-K Report for
the year ended December 31, 1990, Form 10-Q Report for the quarter ended March
31, 1990 and an Information Statement dated June 14, 1991 (the "Reports'). All
terms used herein shall have the meanings given to such terms in the Reports,
unless the context herein indicates otherwise.
3. Agreement Not to Sell Debenture of Underlying Shares. The undersigned
hereby agrees not to sell, hypothecate or otherwise dispose of the Debenture or
Underlying Shares unless (1) such Debenture or Underlying Shares have been
registered for sale under the Securities Act of 1933, as amended (the "Act") and
under applicable state law, or (2) in the opinion of counsel for the Company, an
exemption from the registration requirements of the Act and applicable state law
is available.
4. Acknowledgement. The undersigned hereby acknowledges and understands
that:
(i) The Company will rely upon the information set forth herein.
(ii) An investment in the Debenture is speculative in nature.
(iii) No federal or state agency has made any finding or determination
as to the fairness of the offering of the Debenture, or any recommendation
or endorsement of the Debenture. The undersigned acknowledges that the
Debenture is being purchased for investment and not for distribution or
resale to others. The undersigned acknowledged that the Company has made
available the opportunity to ask questions and receive answers concerning
the terms and conditions of the offering and to obtain any additional
information which the Company possesses or could acquire without
unreasonable effort or expense that is necessary to verify the information
provided in the Reports referenced in paragraph 2 above,
(iv) The Debenture has not been registered under the Act or under any
state securities laws and thus the undersigned must bear indefinitely the
economic risk of any investment in the Debenture or Underlying Shares
because the Debenture or Underlying Shares may not be resold or otherwise
transferred for value unless subsequently registered under the Act or
unless an exemption from such registration is available. Further, there is
no present public market for the Debenture and no such market for the
Debenture is expected to develop.
(v) Any transferee of this Debenture may be required by the Company to
fulfill the investor suitability standards applied to the undersigned.
5. Representations and Warranties. The undersigned hereby represents and
warrants as follows:
(i) The Debenture is being acquired without having relied upon any offering
literature other than the Reports described in paragraph 2 above.
(ii) The Company has made available all documents relating to an investment
in the Company and has provided answers to all questions concerning the
offering. In evaluating the suitability of an investment in the Company, the
undersigned has not relied upon any representations or other information
(whether oral or written) other than referred to in paragraph 2 above.
(iii) The officers of the undersigned have sufficient knowledge and
experience in financial and business matters to be capable of evaluating the
merits and risks of this investment.
(iv) The undersigned is a corporation, organized pursuant to Delaware law,
with its principal office located in Williamsville, New York.
6. Construction. This Agreement shall be construed in accordance with the
laws of the State of Florida.
7. Execution Authorized. The person executing this Subscription Agreement
on behalf of the subscribing corporation, personally and in his individual
capacity, hereby represents and warrants that he has been duly authorized to
execute this Subscription Agreement and all other instruments in connection with
the purchase of the Debenture, and that the signature of the undersigned is
binding upon such corporation.
IN WITNESS WHEREOF, I have caused this Subscription Agreement to be duly
executed as of the 11th day of July, 1991.
MDS HEALTH GROUP INC
By: /s/
------------------------
(Vice) President
ATTEST:
/s/ /s/
- ----------------------------- ------------------------
(Asst.) Secretary (Vice) President
Subscriber's Name and Residence
Address (please print or type)
MDS Health Group Inc.
-------------------------------
100 International Blvd.
-------------------------------
Etobicoke, Ontario,
-------------------------------
Canada M9W6J6
-------------------------------
Taxpayer ID/Social Security No:
-------------------------------
Mailing Address (if
different from above):
-------------------------------
-------------------------------
-------------------------------
Accepted:
Vindicator of Florida
By: /s/ Sam R. Whitney
-------------------------------
7-19-91
-------------------------------
DATE
MORTGAGE AND SECURITY AGREEMENT
THIS MORTGAGE AND SECURITY AGREEMENT (this "Mortgage") is made and entered
into as of the 22nd day of October, 1991, by and between Vindicator, Inc. of
Hillsborough County, Florida, hereinafter called Mortgagor; and Nordion
International, Inc., a Canadian corporation hereinafter called Mortgagee;
W I T N E S S E T H:
--------------------
Mortgagor, in consideration of the sum of Ten Dollars ($10.00) and other
good and valuable consideration to Mortgagor paid by Mortgagee, the receipt and
sufficiency of which are hereby acknowledged, does hereby grant, bargain, sell,
assign, transfer, convey and confirm unto Mortgagee that certain parcel of real
property situate in Hillsborough County, Florida, and described as follows:
A parcel of land being in the SW1/4 of Section 2, TOWNSHIP 30 SOUTH, RANGE
23 EAST, Polk County, Florida, being more particularly described as
follows:
Commence at the Southwest corner of said Section 2; thence North 00o07'56"
West along the West line of said SW1/4 a distance of 1614.06 feet to the
South line of the North 990 feet of said SW1/4; thence North 88o34'0" East
along said South Line and parallel with the North line of said SW1/4 a
distance of 1643.3 feet to the point of beginning; thence South 01o26'00"
East, 360.00 feet; thence North 88o34'00" East parallel with said North
line of the SW 1/4 a distance of 317.31 feet to the point of Curvature of a
curve concaved Northwesterly having a radius of 570.00 feet, a central
angle of 18o51'00", a chord bearing of North 79o08'30" East, and a chord
distance of 186.68 feet; thence Northeasterly along said curve 187.53 feet
to the point of Tangency; thence North 69o43'00" East, 56.11 feet to point
of Curvature of a curve concaved Northwesterly having a radius of 30.00
feet, a central angle of 90o00'00", a chord bearing of North 24o43'00"
East, and a chord distance of 42.43 feet; thence Northeasterly along said
curve 47.12 feet to the point of Tangency, said point being on the Westerly
right of way line of Prairie Mine Road; thence North 20o17'00" West along
said right of way line 288.70 feet to said South line of the North 990 feet
of said SW1/4; thence South 88o34'00" West along said South line and
parallel with said North line of the SW1/4 a distance of 480.00 feet to the
point of beginning
(the "Land"); together with all plants of every kind now growing or that may be
hereafter growing on or upon the Land; all buildings, structures and other
improvements now on or hereafter placed or constructed on the Land; all
fixtures, furniture, furnishings, equipment, appliances and all other personalty
now on the Land or that may hereafter be erected or placed thereon or acquired
therefor, including, but not limited to, all heating, fighting, plumbing,
ventilating, refrigerating, air conditioning, sprinkling, water and power
systems, appliances and fixtures; all windows and doors, screens, awnings,
window shades, bath tubs, sinks, toilets, basins, mirrors, refrigerators, hot
water
This instrument was prepared by:
Bonnie J. Pinzel
One Tampa City Center, Suite 2700
Tampa, Florida 33602
heaters and ranges; and all substitutions and replacements of or for any of
the foregoing and all proceeds thereof, including insurance proceeds; together
with all rents, issues, income and profits from any and all of the foregoing, a
of which are hereby specifically assigned and pledged to Mortgagee as security
for the payment of all debt herein referred to and Mortgagor's Performance of
all of Mortgagor's covenants and agreements herein contained.
Mortgagor also hereby grants, assigns, transfers and conveys to Mortgagee
all and singular the ways, easements, riparian and other rights, and all
tenements, hereditaments and appurtenances belonging to the Property or in
anywise appertaining thereto.
Mortgagor hereby grants to Mortgagee a mortgage and a security interest in
all of the Property and in addition to the rights of a mortgagee. Mortgagee
shall have all rights of a secured party under the Florida Uniform Commercial
Code.
TO HAVE AND TO HOLD the Property unto Mortgagee forever.
Mortgagor hereby covenants with Mortgagee that Mortgagor is indefeasibly
seized with the absolute and fee simple title to the Property; that Mortgagor
has full power and lawful authority to sell, convey, assign, transfer and
mortgage the same; that it shall be lawful for Mortgagee at any time hereafter
peaceably and quietly to enter upon, have, hold and enjoy the Property and every
part thereof.
Mortgagor covenants that Mortgagor, at Mortgagor's own expense, will
execute such other and further instruments and assurances to vest absolute and
fee simple title to the Property in Mortgagee that may be requested by
Mortgagee; and that Mortgagor will warrant and defend the title to the Property
unto Mortgagee against the lawful claims and demands of all persons whomsoever.
This Mortgage and Security Agreement is given to secure to Mortgagee any
payment, up to $600,000, to be made by Mortgagor to Mortgagee pursuant to a
Reimbursement and Indemnity Agreement dated October 22, 1991 by and between
Mortgagor and Mortgagee whereby Mortgagor has agreed to indemnify Mortgagee
against any payment, up to $600,000, required to be made by Mortgagee to ACSTAR
Insurance Company ("ACSTAR") pursuant to an indemnity agreement being entered
into by Mortgagee with ACSTAR to secure a License and Permit Bond between
Mortgagor and Acstar for the benefit of the State of Florida, in the amount of
$600,000. As of the date hereof, the sum of $4,500 has been advanced by
Mortgagee in connection with such License and Permit Bond and is secured hereby.
Mortgagor hereby further covenants to pay all taxes and assessments levied
or assessed upon the Property before the same become delinquent, and in no event
to permit the Property, or any part thereof, to be sold for nonpayment of taxes
or assessments; to keep the Property in good repair and to permit, commit or
suffer no waste, impairment or deterioration thereof; to comply strictly with
all laws and governmental regulations and rules affecting the Property or its
operation; to pay all taxes that may be levied or assessed on this Mortgage or
the moneys secured hereby; to permit no mechanic's or other liens arising either
by contract or by law to be created or rest upon all or any part of the Property
for ten days without the same being paid or released and discharged of the
Property; and to pay all costs and expenses incurred or paid by Mortgagee in
collecting the moneys hereby secured or in enforcing or protecting the rights
and security of the Mortgagee hereunder, including reasonable attorney's fees
incurred out of court, at trial, on appeal, or in bankruptcy proceedings, in the
event this Mortgage and the liability be placed in the hands of an attorney for
collection.
Mortgagor further covenants to keep the buildings, structures and other
improvements now or hereafter erected or placed on the Land and constituting a
part of the Property constantly insured against all loss or damage for the full
insurable value thereof for fire, windstorm and extended coverage in insurance
companies satisfactory to Mortgagee (but Mortgagee shall not be liable for the
insolvency or irresponsibility of any such companies), which policies shall
provide for not less than 10 days prior written notice of cancellation to
Mortgagee, and to pay promptly all premiums for such insurance, the policies
representing which shall be delivered to and held by Mortgagee as additional
security for the payment of the indebtedness and liability secured hereby. All
sums recoverable on any such insurance policies shall be made payable to
Mortgagee by a loss payable clause satisfactory to Mortgagee, to be attached to
such policies. In the event any such insurance policy shall expire during the
life hereof, Mortgagor agrees to procure and pay for renewal a thereof, with the
above requirements, replacing such expired policy, ten days prior to the
expiration date of such policy. In case of loss, Mortgagee is hereby authorized
to adjust and settle any claim under any such policy and Mortgagee is authorized
to collect and receipt for any such insurance money and to apply the same, at
Mortgagee's option, in reduction of the indebtedness hereby secured, whether due
or not, or to allow Mortgagor to use such insurance money, or any part thereof,
in repairing the damage or restoring the improvements or other property without
affecting the lien hereof for the full amount secured hereby.
It is further covenanted that Mortgagee may (but shall not be obligated to)
advance moneys that should have been paid by Mortgagor hereunder in order to
protect the lien or security hereof, and Mortgagor agrees without demand to
forthwith repay such money, which amount shall bear interest from the date so
advanced until paid at the rate of twelve percent (12%) per annum and shall be
considered as so much additional indebtedness secured hereby; but no payment by
Mortgagee of any such moneys shall be deemed a waiver of any rights of Mortgage
hereunder.
Mortgagor further covenants that granting any extension or extensions of
the time for payment of any part or all of the total indebtedness or liability
secured hereby, or taking other or additional security for payment thereof,
shall not affect this Mortgage or the rights of Mortgagee hereunder, or operate
as a release from any liability upon any part of the indebtedness hereby secured
or under any covenant herein contained.
It is further covenanted and made of the essence hereof that in case of
failure to make any payment when due or default for thirty (30) days in the
performance of any of the other covenants herein on the part of Mortgagor, then
the Mortgagee may consider all unmatured indebtedness or liability secured
hereby, and accrued interest thereon, as immediately due and payable, without
demand and without notice or declaration, and Mortgagee shall have the right
forthwith to institute proceedings to enforce the collection of all moneys
secured hereby and/or to foreclose the lien hereof.
It is further stipulated and agreed by and between the parties that
Mortgagee shall have the right to exercise any option or privilege herein given
or reserved and to enforce any duty of Mortgagor at any time without further or
other notice regardless of any prior waiver by Mortgagee or default of Mortgagor
or delay by Mortgagee in exercising any right, option, or privilege or enforcing
such duty of Mortgagor, and no waiver by Mortgagee or default of Mortgagor nor
delay of Mortgagee in exercising any right, privilege or option or in enforcing
any duty of Mortgagor shall be deemed, held, or construed to be a waiver or any
of the terms or provisions of this Mortgage or of any subsequent or continuing
default.
Mortgagee agrees that Mortgagor may borrow up to $1,500,000 and secure such
borrowing with a prior mortgage on the Property. In this regard Mortgagee agrees
to subordinate its rights under this Mortgage and Security Agreement to such
lender.
Mortgagor hereby waives all rights of homestead and exemption granted by
the Constitution and laws of Florida. All covenants and obligations of the
respective parties hereto shall extend to and be binding upon their respective
heirs, personal representatives, successors and assigns.
IN WITNESS WHEREOF, Mortgagor has executed this Mortgage this 22nd day of
October, 1991.
Signed, sealed and delivered in the presence of:
VINDICATOR, INC.
/s/ Walter H. Harkala By: /s/ Sam R. Whitney
- ---------------------------- ----------------------
(LS) Walter H. Harkala Sam R. Whitney, President
Secretary
---------------------------
STATE OF FLORIDA
COUNTY OF HILLSBOROUGH
BEFORE ME, the undersigned authority, on this 22nd day of October, 1991,
personally appeared Sam R. Whitney, to me known, who, being by me duly sworn did
depose and say that he is the president of Vindicator, Inc., the corporation
that executed the Mortgage and Security Agreement, and that the same was
executed freely and voluntarily, for the uses and purposes therein expressed.
WITNESS my hand and official seal the date aforesaid.
----------------------------------
Notary Public
My Commission Expires:
REIMBURSEMENT AND INDEMNITY AGREEMENT
THIS REIMBURSEMENT AND INDEMNITY AGREEMENT is made and entered into as of
the 22nd day of October, 1991, by and between Vindicator, Inc., a Florida
corporation ("Vindicator"), and Nordion International, Inc., a Canadian
corporation ("Nordion").
WHEREAS, Nordion has incurred certain expenses and obligations in
connection with a surety bond provided by ACSTAR Insurance Company, a
Connecticut corporation ("ACSTAR"), on behalf of Vindicator; and
WHEREAS, Nordion has determined that it is beneficial to Nordion to assist
Vindicator in obtaining such surety bond; and
WHEREAS, in consideration for such assistance, Vindicator has agreed to
reimburse and indemnify Nordion for all costs which it has or may incur in
connection with such surety bond.
NOW, THEREFORE, in consideration of the foregoing premises and for other
good and valuable consideration, the sufficiency of which is hereby
acknowledged, Nordion and Vindicator do hereby agree as follows:
1. Vindicator will pay or reimburse Nordion for all premiums paid or to be
paid to ACSTAR in connection with Surety Bond No. 2883 issued by ACSTAR to the
State of Florida in the sum of $600,000 (the "Surety Bond") and in connection
with any extension, replacement, renewal, or amendment from time to time of the
Surety Bond in accordance with paragraph 1 thereof.
2. Vindicator will (a) indemnify and save Nordion harmless from and against
any and all liability, loss, costs, damages, fees of attorneys and other
expenses which Nordion may sustain or incur by reason of or in consequence of
the execution of an Indemnity Agreement from Nordion to ACSTAR dated as of
October 22nd 1991, or payments made by the Bank of Montreal on a letter of
credit in the amount of $450,000 furnished by the Bank to ACSTAR on behalf of
Nordion, each in connection with the issuance of the Surety Bond (collectively
called the "Indemnity Agreement") including but not limited to (i) sums paid or
liabilities incurred in settlement of and expenses paid or incurred in
connection with claims, suits or judgments under the Indemnity Agreement or the
Surety Bond, or (ii) expenses paid or incurred in enforcing the terms of this
Agreement or in procuring or attempting to procure release from liability in
connection with this Agreement, the Indemnity Agreement or the Surety Bond or in
recovering or attempting to recover losses or expenses paid or incurred as
aforesaid.
3. The parties hereto acknowledge that this Agreement is secured by a
Mortgage and Security Agreement of even date herewith, which Mortgage and
Security Agreement will be filed in the public records of Polk County, Florida.
4. Nordion agrees to notify Vindicator immediately upon receiving any
notice or knowledge that any claim or demand is made by ACSTAR against Nordion
in connection with the Surety Bond. Nordion also agrees to notify Vindicator
prior to paying any premium or making any other payment in connection with the
Surety Bond and to obtain Vindicator's consent prior to any extension of the
Surety Bond.
5. This Agreement may be modified or amended only in writing executed by
the parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year set forth above.
VINDICATOR, INC.
By: /s/ Sam R. Whitney
-----------------------------------
Sam R. Whitney, President
NORDION INTERNATIONAL, INC,
By: /s/ W.P. O'Neill
-----------------------------------
W.P. O'Neill
By: /s/ W.J. Moffat
-----------------------------------
W.J. Moffat
<PAGE>
Vindicator, Inc.
1801 Thonotosassa Road,
Plant City,
Florida,
USA
Attention: Mr. Sam R. Whitney,
President
Dear Sir:
Reference is made to the Reimbursement and Indemnity Agreement dated October 22,
1991 among Vindicator, Inc. and Nordion International Inc. governing, among
other things provision for the reimbursement and indemnity by Vindicator, Inc.
of sums paid out by Nordion International Inc. pursuant to an Indemnity
Agreement between Nordion and Acstar Insurance Company, dated October 22, 1991
and/or payments made by Nordion or its past bankers, the Bank of Montreal,
pursuant to a Letter of Credit in the amount of four hundred and fifty thousand
dollars ($450,000 US) dated October 22, 1991.
Nordion has recently been requested by the Bank of Montreal that it desires that
Nordion replace the above referenced Letter of Credit with one emanating from
its present banker, namely the Canadian Imperial Bank of Commerce. Therefore in
view of the foregoing Nordion requires an amendment to the Reimbursement and
Indemnity Agreement, dated 22 October, 1991.
In consideration of the mutual covenants contained herein the Parties agree as
follows:
i) That any reference to "Bank of Montreal" or "Bank" in the Reimbursement and
the Indemnity Agreement, dated October 22, 1991 shall be amended to read
"Canadian Imperial Bank of Commerce".
Please signify your concurrence with the foregoing by executing in the
appropriate space set out below:
Dated this 3rd day of November, 1992.
Nordion International Inc: By:
---------------------------------
We concur with the foregoing
Vindicator Inc. By: /s/ Sam R. Whitney
---------------------------------
Sam R. Whitney - President
AGREEMENT
This Agreement, made and entered into as of December 11th, 1991, by and
between Vindicator, Inc., a Florida corporation ("Vindicator") and Nordion
International, Inc., a Canadian corporation ("Nordion").
WHEREAS, pursuant to a Financing Agreement dated September 5, 1990 between
Vindicator and Nordion, Nordion agreed to design, manufacture and install and
Vindicator agreed to purchase from Nordion a fully operational gamma radiation
processing pallet Irradiator (the "Irradiator"), complete with a radiation
source of 400,000 curies of Cobalt 60 (the "Source") at Vindicator's site
located in Mulberry, Florida. The total purchase price of the irradiator and
source was $2,500,000. Of such amount, $400,000 has been paid to date. See
Schedule A attached hereto.
WHEREAS, pursuant to an agreement entered into July 9, 1991 between
Vindicator and MDS Health Group, Inc., ("MDS"), a Delaware corporation, MDS
loaned to Vindicator $300,000, which is evidenced by a $300,000 Convertible
Subordinated Debenture dated July 1, 1991 and due July 1, 1993. The debenture is
also convertible into shares of Common Stock of Vindicator at the rate of one
share of Common Stock for each $4.50 of such debenture. As part of such
agreement Vindicator agreed that, in the event MDS acquired a controlling
interest in Nordion by way of a stock or asset purchase agreement, Vindicator
would grant to MDS or Nordion the right to convert the $2.1 million indebtedness
owed by Vindicator to Nordion as described above at any time on or before
September 4, 1994 into shares of Common Stock of Vindicator at the conversion
rate of one fully paid and non-accessible share of Common Stock of Vindicator
for each $4.50 of such indebtedness. The acquisition by MDS of the controlling
interest in Nordion did, in fact, take place and as a result the total
outstanding indebtedness of $2,400,000 became convertible into Common Stock of
Vindicator at the aforesaid conversion rate.
WHEREAS, Nordion proposes to make available to Vindicator an additional
$850,000 to satisfy Vindicator's cash flow requirements.
WHEREAS, Nordion proposes to make available to Vindicator an additional
$1,000,000 in the form of additional curies of Cobalt 60 if requested by
Vindicator.
NOW THEREFORE, the parties hereto agree as follows:
1. $2.1 million dollar indebtedness to Nordion
The conversion feature of the $2.1 million indebtedness to Nordion is
hereby amended to reduce the rate of conversion from $4.50 per share to $4.05
per share. All other terms and conditions of the indebtedness are to remain the
same.
2. $.3 million dollar indebtedness to MDS
The MDS Agreement dated July 9, 1991, the Subscription
Agreement and Debenture (attached hereto as Schedule B) are hereby amended to
change the conversion price of the Debenture from $4.50 to $4.05 and the
maturity date from July 1, 1993 to September 4, 1994. All other terms and
conditions of such agreements are to remain the same.
3. $.850 million dollar Nordion commitment.
Nordion agrees to provide to Vindicator an additional $850,000 on the
following terms:
(a) $100,000 immediately.
(b) $500,000 upon receipt by Nordion of satisfactory evidence that the
license required by the State of Florida for the receipt of Cobalt 60
has been received by Vindicator.
(c) $65,000 per month for three months, commencing February 1, 1992, and
$55,000 on May 1, 1992, as needed by Vindicator and approved by
Nordion, which approval will not be unreasonably withheld, after a
mid-month review (commencing January 15, 1992) of material provided by
Vindicator to Nordion and discussions with Vindicator's management.
(d) Any amount loaned by Nordion as set forth in (a) through (c) above
shall be evidenced by a Debenture, the terms of which shall be the
same as those set forth in the Debenture dated July 1, 1991 and
attached as Schedule B except that the maturity date shall be
September 4, 1994. In addition, such indebtedness shall also be
secured by a first mortgage of the property on which Vindicator's
plant is located. In this regard, a Mortgage and Security Agreement
was previously entered into by Vindicator with Nordion whereby such
property was pledged as security to secure any payment by Nordion up
to $600,000 pursuant to a Reimbursement and Indemnity Agreement dated
October 22, 1991 between Vindicator and Nordion.
(e) The Debenture(s) evidencing the indebtedness incurred hereunder shall
be convertible by Nordion at any time on or before September 4, 1994
into shares of Common Stock of Vindicator at the conversion rate of
one share of Common Stock for each $4.05 of Debenture. Nordion will
give Vindicator at least 90 days written notice prior to the due date
of their intention of whether or not to exercise the conversion
privilege.
4. $1.0 million dollar facility/Cobalt 60.
Nordion agrees to provide up to at least $1,000,000 worth of Cobalt 60 (at
the then fair value as charged by Nordion to its customers of similar quantity)
to Vindicator at Vindicator's request at any time on or before June 30, 1992.
The terms of such purchase, other than the purchase price, shall be the same as
set out in PS Number 58463 dated September 4, 1990 with respect to the initial
purchase by Vindicator from Nordion of 400,000 curies of Cobalt 60 and
equipment. Payment for such additional Cobalt 60 will be due without interest on
September 4, 1994 and the payable resulting from such shall be secured under the
same terms as set forth in Schedule A attached hereto. In addition, such
indebtedness shall be convertible at any time on or before September 4, 1994
into shares of Common Stock of Vindicator at the rate of $4.05 of indebtedness
for each share of Common Stock. Nordion will give Vindicator at least 90 days
written notice prior to the due date of their intention of whether or not to
exercise the conversion privilege.
5. Upon disbursement of the $500,000 referred to in 3(b) above, Nordion
will have the right to designate two members to the Board of Directors of
Vindicator and such right shall continue for so long as any of the indebtedness
referred to herein is outstanding and/or Nordion owns in excess of 15% of
Vindicator's outstanding shares of Common Stock. Further, Vindicator agrees to
establish an executive committee consisting of no more than five members, of
which the two nominees of Nordion will be members.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the year
and date set forth above.
VINDICATOR, INC.
By: /s/ Sam R. Whitney
-----------------------------------
Sam R. Whitney, President
NORDION INTERNATIONAL, INC.
By: /s/ Frank M. Fraser
------------------------------------
Frank M. Fraser
THE DEBENTURE REPRESENTED BY THIS CERTIFICATE AND SHARES IN THE DEBENTURE IS
CONVERTIBLE ARE BEING ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN
CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SALE OR DISPOSITION
THEREOF MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED
THERETO OR AN OPINION OF COUNSEL FOR THE COMPANY THAT SUCH REGISTRATION IS NOT
REQUIRED UNDER THE SECURITIES ACT OF 1933.
VINDICATOR, INC.
CONVERTIBLE DEBENTURE DUE SEPTEMBER 4, 1994
Date of Issue: January 15,1992 $ 900,000.00
(U.S. Dollars)
VINDICATOR, INC. a Florida corporation (the "Company"), for value received,
hereby promises to pay to Nordion International, Inc., a Canadian corporation,
or assigns (the "Holder"), on September 4, 1994 (the "Due Date") the sum of
$900,000 U.S. (nine hundred thousand dollars) owing as of the date hereof, and
other sums to be paid by the Company to the Holder pursuant to loan advances
from time to time made to the Company by the Holder under the Agreement between
the Holder and the Company dated December 11, 1991. (Schedule A). Such amount
shall not bear any interest until the Due Date, whereupon such amount shall bear
interest at the annual rate of three percentage points above the "prime rate"
for similarly sized commercial obligations as published from time to time in the
Wall Street Journal. The Company shall have the right to pay part or the entire
principal sums due and payable at any time without penalty.
Covenants
- ---------
The Company hereby warrants, covenants and agrees with the Holder that:
(i) it will maintain its Mortgaged Properties, as herein defined, in
good condition, repair and working order and make all necessary repairs
and replacements as in the judgment of the Company may be necessary to
carry on and conduct its business;
(ii) it will at ail times keep Mortgaged Properties which are of an
insurable nature insured with insurers believed by the Company to be
responsible against loss or damage to the extent that property of
similar character is usually so insured by corporations similarly
situated and owning like properties;
(iii) it pay or discharge or cause to be paid or discharged, before the
same shall become delinquent, (1) all taxes, assessments and
governmental charges levied or imposed upon it or upon any of its
income, profits or Mortgaged Property, and (2) all lawful claims for
labor, materials and supplies which, if unpaid, might by law become a
lien upon its Mortgaged Properties; provided, however, that the Company
shall not be required to pay or discharge any tax, assessment, charge
or claim whose amount, applicability or validity is being contested in
good faith by appropriate proceedings.
(iv) it owns the Mortgaged Property and shall keep the Mortgaged
Property free of all incumbrances other than permitted by this
Debenture;
(v) it will keep proper books, accounts and records covering all of its
business and affairs on a current basis and to permit a representative
of Holder at any time to inspect the Company's books of accounts,
records and documents;
(vi) it will pay all costs and expenses incurred (including legal fees)
with respect to: (a) the filing of record of the Mortgage and Security
Agreement dated as of January 15, 1992 attached hereto as Schedule B
and Financing Statement under the Uniform Commercial Code; (b) the
exercising of any or all of the rights, remedies and powers of the
Holder under this Debenture, upon the occurrence of a default by the
Company; (c) any or all of the taking of, recovering or possessing the
Mortgaged Property and any other proceedings taken for the purpose of
enforcing the remedies provided herein, including without limitation
the appointment of a receiver whether by order of court or by private
appointment, or otherwise in relation to the Mortgaged Property; and
agrees that all such costs and expenses shall be payable by the Company
to the Holder on demand.
Security
- --------
The indebtedness evidenced by this Debenture is secured by a Mortgage and
Security Agreement dated as of January 15, 1992. Such Agreement provides that as
security for payment of the sums set out in this Debenture, and all other moneys
from time to time owing under this Debenture and the performance of the
covenants of the Company under this Debenture, the Company hereby provides,
sells, transfers, assigns, mortgages and charges (as the case may be) to and in
favor of the Holder:
(i) Land. A first Mortgage on the real property of the Company as described
and set out in the Mortgage and Security Agreement in favor of the Holder
dated as of January 15, 1992 attached hereto as Schedule B;
(ii) Improvements. All buildings, structures, betterments and other
improvements of any nature now or hereafter situated, or intended to be
situated, in whole or in part upon the Land, regardless of whether
physically affixed or now or hereafter severed or capable of severance from
the Land (the "Improvements").
(iii) Personal Property and Fixtures. All of Mortgagor's personal property
of every nature and fixture, including without limitation all furnishings,
fixtures, machinery, tools and equipment used in, necessary for or related
to the Mortgagor's facility, whether now or hereafter acquired or used in
connection therewith and located thereon (the "Personal Property and
Equipment").
(iv) Accounts. All debts, accounts, claims, money and choses in action
which are, or which at any time hereafter be due or owing to or owned by
the Company, and also securities, mortgages, bills, notes, and other
documents, now held or owned, or which may be hereafter taken, held or
owned by or on behalf of the Company in respect of the said debts,
accounts, claims, moneys and choses in action or any part thereof, and also
all books, documents and papers recording, evidencing or relating to the
said debts, accounts claims, moneys and choses in action or any part
thereof (referred to in this Debenture as the "Accounts Receivable");
(v) Easements or Other Rights. Together with ail easements, rights of way,
gores of land streets, ways, alleys, passages, sewer rights, waters, water
courses, water rights and powers, and all estates, rights, titles,
interests, privileges, liberties, tenements, hereditaments and
appurtenances whatsoever, in any way belonging, relating or appertaining to
any of the Land and Improvements, or which hereafter shall in any way
belong, relate or be appurtenant thereto, now owned or hereafter acquired
by Mortgagor and the reversion and reversions, remainder and remainders,
and all of the estate, rights, title, interests, property, possession,
claim and demand whatsoever, at law as well as in equity, of Mortgagor, in
and to the same, including but not limited to all judgments, awards or
damages and settlements hereafter made resulting from condemnation
proceedings or taking of the property described `in paragraphs (i), (ii),
(iii) or (iv) hereof or any part thereof under the power of eminent domain,
or for any damage (whether caused by such taking or otherwise) to the
property described in paragraphs (i), (ii), (iii) or (iv) hereof or any
part thereof, or to any rights appurtenant thereto.
Everything referred to in paragraphs (i), (ii), (iii), (iv) or (v) is
herein referred to as the "Mortgaged Property."
Conversion
- ----------
Holder shall have conversion rights (the "Conversion Rights") as follows:
(i) At the option of Holder and upon notice to the Company as set forth
below, all or any part of the principal amount of this Debenture may be
converted into fully paid and nonassessable shares of Common Stock of the
Company, at the conversion rate of one fully paid and nonassessable share
of Common Stock for each $4.05 of Debenture converted ("Conversion Rate").
Fractional shares will not be issued.
(ii) Before Holder shall be entitled to convert this Debenture or a part
hereof into shares of Common Stock, the Holder shall surrender the
Debenture to the Company at its offices at the address set forth herein (or
at such other address of which the Company shall have notified the Holder
in writing), and shall give written notice to the Company at such offices
that Holder elects to convert the Debenture and, if the Debenture is to be
converted in part, stating the amount thereof so to be converted and, if
the Debenture is to be converted at maturity on September 4, 1994, or
within ninety (90) days prior to such date, the Holder shall give such
notice to the Company of its intent to convert at least ninety (90) days
prior to the Conversion Date (as hereinafter defined). Such notice shall
also state the name or names (with address or addresses) in which the
certificate or certificates for shares of Common Stock issuable upon such
conversion shall be issued and shall contain such representations as may
reasonably be required by the Company to the effect that the shares to be
received upon conversion are not being acquired for distribution and will
not be transferred in any way that might violate the then applicable laws.
On the Conversion Date or as promptly as practicable thereafter and upon
the surrender of the Debenture or part thereof as aforesaid, the Company
shall issue and shall deliver to Holder at the address specified by the
Holder as set forth herein a certificate or certificates for the number of
shares issuable upon the conversion of the Debenture or part thereof in
accordance with the provisions hereof. Such conversion shall be deemed to
have been effected at the close of business on the date designated for
conversion in such notice or, if no conversion date is designated, on the
date on which such notice shall have been received at the office of the
Company and the Debenture shall have been surrendered in whole or in part
as aforesaid (the "Conversion Date"), and at such time the rights of Holder
as obligee shall cease with regard to that portion of the Debenture
surrendered for conversion and the person or persons in whose name or names
any certificate or certificates for shares of Common Stock shall be
issuable upon such conversion shall be deemed to have become the holder or
holders of record of the shares of Common Stock represented thereby to the
extent of such conversion. All certificates issued upon the exercise of the
conversion shall contain a legend governing restrictions upon such shares
imposed by law. The Company shall return to the Holder any Debenture
converted in part with an appropriate notation endorsed thereon evidencing
such partial conversion.
(iii) In the event the Company at any time or from time to time after the
Closing Date effects a subdivision or combination of its outstanding Common
Stock into a greater or lesser number of shares or grants a dividend
payable in Common Stock of the Company, then and in each such event the
Conversion Rate shall be increased or decreased proportionately.
(iv) The Company shall at all times reserve and keep available out of its
authorized but unissued shares of Common Stock a sufficient number of
shares for issuance to the Holder under all obligations convertible into
shares of Common Stock, including such number of its shares of Common Stock
as shall from time to time be sufficient to effect the Conversion of this
Debenture; and if at any time the number of authorized but unissued shares
of Common Stock so reserved shall not be sufficient to effect such
conversion of all convertible obligations, the Company will take such
corporate action as may, in the opinion of its counsel, be necessary to
increase its authorized but unissued shares of Common Stock so reserved to
such number of shares as shall be sufficient for such purpose.
(v) In the event the Company elects to prepay the Debenture, it shall give
thirty (30) days written notice to Holder during which time Holder may
elect to exercise its conversion nights.
Consolidation or Merger
The Company shall not consolidate or merge into, or transfer or lease all
or substantially all of its assets to, any person unless:
(i) The person assumes all the obligations of the Company under this
Debenture, including but not limited to the due and punctual payment of the
principal of this Debenture; and
(ii) Immediately after the transaction no Event of Default exists.
The surviving entity, transferee or lessee shall be the successor Company, but
the predecessor Company in the case of a transfer or lease shall not be released
from the obligation to pay the principal of this Debenture.
Default
- -------
An "Event of Default" occurs if:
(i) The Company defaults in the payment of the principal of this Debenture
when the same becomes due and payable at maturity,
(ii) The Company fails to comply with any of its other agreements in this
Debenture and the failure continues for a period of thirty (30) days after
notice in writing to the Company from the holder of this Debenture,
specifying such failure and demanding that such failure be remedied;
(iii) The Company commences a voluntary case in bankruptcy, consents to the
entry of any order for relief against it in an involuntary case in
bankruptcy, consents to the appointment of a custodian of it or for all or
substantially all of its property, or makes a general assignment for the
benefit of its creditors under any federal or state bankruptcy law or other
similar provision for the relief of debtors; or
(iv) A court of competent jurisdiction enters an order or decree under any
federal or state bankruptcy law, or other similar provision for the relief
of debtors, for relief against the Company in an involuntary bankruptcy
case, appoints a custodian of the Company or for all or substantially all
of its property, or orders the liquidation of the Company and the order or
decree remains unstayed and in effect for thirty (30) days.
(v) Any default by the Company of any obligation set out in any other
agreement whatsoever with the Holder and such default continues for a
period of thirty (30) days after notice thereof by the Holder to the
Company.
If an Event of Default shall occur and be continuing, the principal hereof
may be declared due and payable by notice to the Company in writing. Upon such
declaration the principal of this Debenture shall be due and payable
immediately.
If an Event of Default occurs and is continuing, the holder of this
Debenture may pursue any available remedy or collect the payment of principal on
this Debenture or to enforce the performance of any provision of this Debenture.
A delay or omission by the holder of this Debenture in exercising any right or
remedy accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law. In any suit for the enforcement of
any right or remedy under this Debenture, a court in its discretion may require
the filing by any party litigant in the suit of an undertaking to pay the costs
of the suit, and the court in its discretion may assess reasonable costs,
including reasonable attorneys' fees, against any party litigant in the suit,
having due regard to the merits and good faith of the claims or defenses made by
the party litigant.
Transferability
- ---------------
This Debenture is not transferable without the consent of the Company,
except to a subsidiary or affiliate of Nordion International, Inc.
Notice
- ------
Any notice or communication by the Company to the Holder shall be mailed by
first-class mail to the address as shown on below. If a notice or communication
is mailed in the manner provided above within the time prescribed, it will be
deemed duly given, whether or not the addressee receives it.
The Company's address is:
Vindicator, Inc.
1801 Thonotosassa Road - Suite 3
Plant City, Florida 3356
Attention: President
The Company may change its address by providing written notice of such change to
the Holder.
The Holder's address is:
Nordion International, Inc.
447 March Road
Kanata, Ontario, Canada, K2KIX8
Attn: Vice President/General Counsel /Corporate Secretary
The Holder may change its address by providing written notice of such change to
the Company.
General
- -------
No recourse shall be had for the payment of the principal of this Debenture
or for any claim based hereon or otherwise in respect hereof against any
shareholder, officer or director, as such, past, present or future, of the
Company, whether by virtue of any constitutional provision, statute or rule of
law or equity, or by the enforcement of any assessment or penalty or otherwise,
all such liability being, by the acceptance hereof and as part of the
consideration for the issue hereof, expressly waived and released by the Holder
hereof.
The laws of the State of Florida shall govern this Debenture.
IN WITNESS WHEREOF, Vindicator, Inc., has caused this Debenture to be
executed in its corporate name by the President, and has caused its corporate
seal to be imprinted hereon and attested by the Secretary.
Dated: January 15, 1992 VINDICATOR, INC.
By: /s/ Sam R. Whitney
-------------------------
President
(Seal)
ATTEST:
By:
---------------------------
Secretary
MORTGAGE AND SECURITY AGREEMENT
THIS MORTGAGE AND SECURITY AGREEMENT (this "Mortgage") is made and
entered into as of the 15th day of January, 1992, by and between Vindicator,
Inc. of Hillsborough County, Florida, hereinafter called Mortgagor; and Nordion
International, Inc., a Canadian corporation hereinafter called Mortgagee;
W I T N E S S E T H:
-------------------
Mortgagor, in consideration of the sum of Ten Dollars ($10.00) and
other good and valuable consideration to Mortgagor paid by Mortgagee, the
receipt and sufficiency of which are hereby acknowledged, does hereby grant,
bargain, sell, assign, transfer, convey and confirm unto Mortgagee the following
described property (collectively, the "Property"):
(A) The Land. All of the land located in Polk County, Florida and
described as follows:
A parcel of land being in the SW1/4 of Section 2, TOWNSHIP 30 SOUTH,
RANGE 23 EAST, Polk County, Florida, being more particularly described
as follows:
Commence at the Southwest corner of said Section 2; thence North
00(degree)07'56" West along the West line of said SW1/4 a distance of
1614.06 feet to the South line of the North 990 feet of said SW1/4;
thence North 88(degree)34'00" East along said South Line and parallel
with the North line of said SW1/4 a distance of 1643.3 feet to the
point of beginning; thence South 01(degree)26'00" East, 360.00 feet;
thence North 88(degree)34'00" East parallel with said North line of the
SW1/4 a distance of 317.31 feet to the point of Curvature of a curve
concaved Northwesterly having a radius of 570.00 feet, a central angle
of 18(degree)51'00", a chord bearing of North 79(degree)08'30" East,
and a chord distance of 186.68 feet; thence Northeasterly along said
curve 187.53 feet to the point of Tangency; thence North
69(degree)43'00" East, 56.11 feet to point of curvature of a curve
concaved northwesterly having a radius of 30.00 feet, a central angle
of 90(degree)00'00", a chord bearing of North 24(degree)43'00" East,
and a chord distance of 42.43 feet; thence Northeasterly along said
curve 47.12 feet to the point of Tangency, said point being on the
Westerly right of way line of Prairie Mine Road; thence North
20(degree)17'00" West along said right of way line 288.70 feet to said
South line of the North 990 feet of said SW1/4; thence South
88(degree)34'00" West along said South line and parallel with said
North line of the SW1/4 a distance of 480.00 feet to the point of
beginning (the "Land").
(B) Improvements. All buildings, structures, betterments and other
improvements of any nature now or hereafter situated, or intended to be
situated, in whole or in part upon the Land, regardless of whether
physically affixed or now or hereafter severed or capable of severance
from the Land (the "Improvements").
(C) Personal Property and Fixtures. All of Mortgagor's personal
property of every nature and fixture, including without limitation all
furnishings, fixtures, machinery, tools and equipment used in,
necessary for or related to the Mortgagor's facility, whether now owned
or hereafter acquired or used in connection therewith and located
thereon (the "Personal Property and Equipment").
(D) Accounts. All debts, accounts, claims, money and choses in action
which are, or which at any time hereafter be due or owing to or owned
by the Company, and also securities, mortgages, bills, notes, and other
documents, now held or owned, or which may be hereafter taken, held or
owned by or on behalf of the Company in respect of the said debts,
accounts, claims, moneys and choses in action or any part thereof, and
also all books, documents and papers recording, evidencing or relating
to the said debts, accounts claims, money and choses in action or any
part thereof (the "Accounts Receivable");
(E) Easements or Other Rights. Together with all easements, rights of
way, gores of land streets, ways, alleys, passages, sewer rights,
waters, water courses, water rights and powers, and all estates,
rights, titles, interests, privileges, liberties, tenements,
hereditaments and appurtenances whatsoever, in any way belonging,
relating or appertaining to any of the Land and Improvements, or which
hereafter shall in any way belong, relate or be appurtenant thereto,
now owned or hereafter acquired by Mortgagor and the reversion and
reversions, remainder and remainders, and all of the estate, rights,
title, interests, property, possession, claim and demand whatsoever, at
law as well as in equity, of Mortgagor, in and to the same, including
but not limited to all judgments, awards or damages and settlements
hereafter made resulting from condemnation proceedings or taking of the
property described in paragraphs (A), (B), (C) or (D) hereof or any
part thereof under the power of eminent domain, or for any damage
(whether caused by such taking or otherwise) to the property described
in paragraphs (A), (B), (C) or (D) hereof or any part thereof, or to
any rights appurtenant thereto.
Everything referred to in paragraphs (A), (B), (C), (D) or (E)
is herein referred to as the "Mortgaged Property."
The Company undertakes that it shall, at its own expense,
register the security interests created hereby, in accordance with the
Uniform Commercial Code, and shall record the Mortgage and Security
Agreement in the appropriate land registry office(s).
Until the security created hereby becomes enforceable the
Company will not without the prior written consent of the Holder create
or assume or have outstanding, except to the Holder, any mortgage,
charge or other encumbrance on any part of the Mortgaged Property
ranking or purporting to rank or capable of being enforced in priority
to or pari passu with the security hereby created, other than liens for
taxes, assessments and charges or levies not due at the date hereof;
Except as otherwise provided herein, the Company shall not
without the prior written consent of the Holder, sell, lease, release,
surrender, abandon or otherwise dispose of or move or transfer from its
present location, the Mortgaged Property or any part thereof; however,
the Company may at any time without consent of the Holder, lease or
sell items of inventory in the ordinary course of its business so that
purchasers thereof take title clear of the mortgages and charges
created hereby but if such sale or lease results in Accounts Receivable
such Accounts Receivable shall be subject to the mortgages and charges
created hereby.
The Holder may at its discretion at any time release from the
charges and security interests contained herein any part or parts of
the Mortgaged Property or any of the security either with or without
sufficient consideration therefore, without responsibility therefore
and without releasing any other part of the Mortgaged Property or from
any of the covenants herein contained. Every part of the Mortgaged
Property into which the Mortgaged Property is or may hereinafter be
divided does and shall stand charged of payment of the indebtedness and
no person shall have the right to require that the indebtedness be
apportioned.
Mortgagor hereby grants to Mortgagee a mortgage and a security
interest in all of the Mortgaged Property and in addition to the rights
of a mortgagee, Mortgagee shall have all rights of a secured party
under the Florida Uniform Commercial Code.
TO HAVE AND TO HOLD the Property unto Mortgagee forever.
Mortgagor hereby covenants with Mortgagee that Mortgagor is
indefeasibly seized with the absolute and fee simple title to the
Property; that Mortgagor has full power and lawful authority to sell,
convey, assign, transfer and mortgage the same; that it shall be lawful
for Mortgagee at any time hereafter peaceably and quietly to enter
upon, have, hold and enjoy the Property and every part thereof.
Mortgagor covenants that Mortgagor, at Mortgagor's own
expense, will execute such other and further instruments and assurances
to vest absolute and fee simple title to the Property in Mortgagee that
may be requested by Mortgagee; and that Mortgagor will warrant and
defend the title to the Property unto Mortgagee against the lawful
claims and demands of all persons whomsoever.
This Mortgage and Security Agreement is given to secure
payment of amounts owed to the Mortgagee and any interest accruing
thereon (if any) (i) as set out in the Convertible Debenture dated
January 15, 1992 issued by Mortgagor to Mortgagee, in the amount of
$900,000 attached hereto as Exhibit A; (ii) up to $250,000 in
additional loans from Mortgagee to Mortgagor, pursuant to an Agreement
dated December 11, 1991 between Mortgagor and Mortgagee evidenced by a
certain Debenture dated January 15, 1992 between Mortgagor and
Mortgagee; and (iii) up to $500,000 in additional loans from Mortgagee
to Mortgagor which may be advanced in the discretion of Mortgagee for
the purpose of providing additional working capital for Mortgagor.
Mortgagor has executed and delivered a Mortgage and Security
Agreement dated as of October 22, 1991 (the "Existing Mortgage") in
favor of Mortgagee to secure up to $600,000 of indebtedness, as
referenced therein. It is the intention of Mortgagor and Mortgagee that
this Mortgage constitute a first mortgage lien on the Property on a
parity with the Existing Mortgage. Mortgagee may enforce this Mortgage
and/or the Existing Mortgage either together or individually and in any
order.
Mortgagor hereby further covenants to pay all taxes and
assessments levied or assessed upon the Property before the same become
delinquent, and in no event to permit the Property, or any part
thereof, to be sold for nonpayment of taxes or assessments; to keep the
Property in good repair and to permit, commit or suffer no waste,
impairment or deterioration thereof; to comply strictly with all laws
and governmental regulations and rules affecting the Property or its
operation; to pay all taxes that may be levied or assessed on this
Mortgage or the moneys secured hereby; to permit no mechanic's or other
liens arising either by contract or by law to be created or rest upon
all or any part of the Property for ten days without the same being
paid or released and discharged of the Property; and to pay all costs
and expenses incurred or paid by Mortgagee in collecting the moneys
hereby secured or in enforcing or protecting the rights and security of
the Mortgagee hereunder, including reasonable attorney's fees incurred
out of court, at trial, on appeal, or in bankruptcy proceedings, in the
event this Mortgage and the liability be placed in the hands of an
attorney for collection.
Mortgagor further covenants to keep the buildings, structures
and other improvements now or hereafter erected or placed on the Land
and constituting a part of the Property constantly insured against all
loss or damage for the full insurable value thereof for fire, windstorm
and extended coverage in insurance companies satisfactory to Mortgagee
(but Mortgagee shall not be liable for the insolvency or
irresponsibility of any such companies,) which policies shall provide
for not less than 10 days prior written notice of cancellation to
Mortgagee, and to pay promptly all premiums for such insurance, the
policies representing which shall be delivered to and held by Mortgagee
as additional security for the payment of the indebtedness and
liability secured hereby. All sums recoverable on any such insurance
policies shall be made payable to Mortgagee by a loss payable clause
satisfactory to Mortgagee, to be attached to such policies. In the
event any such insurance policy shall expire during the life hereof,
Mortgagor agrees to procure and pay for renewal a thereof, with the
above requirements, replacing such expired policy, ten days prior to
the expiration date of such policy. In case of loss, Mortgagee is
hereby authorized to adjust and settle any claim under any such policy
and Mortgagee is authorized to collect and receipt for any such
insurance money and to apply the same, at Mortgagee's option, in
reduction of the indebtedness hereby secured, whether due or not, or to
allow Mortgagor to use such insurance money, or any part thereof, in
repairing the damage or restoring the improvements or other property
without affecting the lien hereof for the full amount secured hereby.
It is further covenanted that Mortgagee may (but shall not be
obligated to) advance moneys that should have been paid by Mortgagor
hereunder in order to protect the lien or security hereof, and
Mortgagor agrees without demand to forthwith repay such money, which
amount shall bear interest from the date so advanced until paid at the
annual rate of three percentage points above the "prime rate" for
similarly sized commercial obligations as published from time to time
in the Wall Street Journal and shall be considered as so much
additional indebtedness secured hereby; but no payment by Mortgagee of
any such moneys shall be deemed a waiver of any rights of Mortgage
hereunder.
Mortgagor further covenants that granting any extension or
extensions of the time for payment of any part or all of the total
indebtedness or liability secured hereby, or taking other or additional
security for payment thereof, shall not affect this Mortgage or the
rights of Mortgagee hereunder, or operate as a release from any
liability upon any part of the indebtedness hereby secured or under any
covenant herein contained.
It is further covenanted and made of the essence hereof that
in case of failure to make any payment when due or default for thirty
(30) days in the performance of any of the other covenants herein on
the part of Mortgagor, then the Mortgagee may consider all unmatured
indebtedness or liability secured hereby, and accrued interest thereon,
if any, as immediately due and payable, without demand and without
notice or declaration, and Mortgagee shall have the right forthwith to
institute proceedings to enforce the collection of all money secured
hereby and/or to foreclose the lien hereof.
Mortgagee may proceed by suit or suits at law or in equity or
by any other appropriate proceeding or remedy (i) to foreclose the lien
of this Mortgage or obtain possession of the Mortgaged Property, or
both, under the judgment or decree of a court or courts of competent
jurisdiction, (ii) to realize upon any and all other security for the
sums due under the Debenture as Mortgagee may elect; and no such
action, suit, proceeding, judgment, levy, execution, or other process
will constitute an election of remedies by Mortgagee, or will in any
manner alter, diminish, or impair the lien created by this Mortgage,
unless and until the sums due under the Debenture are paid in full, and
(iii) to pursue any other remedy available to it, all as Mortgagee
shall deem more effectual for such purpose.
Mortgagee may apply, on ex parte motion to any Court of
competent jurisdiction, for the appointment of a receiver to take
charge of, management, preserve, protect, complete construction of, and
operate the Mortgaged Property and any business or businesses situated
thereon, or any combination; to collect the rents; to make all
necessary and needed repairs; to pay all taxes, assessments, insurance
premiums, and all other costs incurred in connection with the Mortgaged
Property; and, after payment of the expenses of the receivership,
including reasonable attorney's fees, and after compensation to the
receiver for management and completion of the Mortgaged Property, to
apply all net proceeds derived therefrom in reduction of the
indebtedness secured hereby; or in such other manner as the Court shall
direct. The appointment of such receiver shall be a matter of strict
right to Mortgagee, regardless of the adequacy of the security or of
the solvency of any party obligated for payment of the indebtedness
secured hereby. All expenses, fees, and compensation incurred pursuant
to any such receivership shall be secured by the lien of this Mortgagee
until paid. The receiver, personally or through agents, may exclude the
Mortgagor wholly from the Mortgaged Property and have, hold, use,
operate, manage and control the Mortgaged Property, and may in the name
of the Mortgagor exercise all of the Mortgagor's rights and powers to
maintain, construct, operate, restore, insure, and keep insured the
Mortgaged Property in such manner as such receiver deems appropriate.
No delay or omission of Mortgagee or of any holder of the
indebtedness secured hereby to exercise any right, power or remedy
accruing upon a default shall exhaust or impair any such right, power
or remedy or shall be construed to waive any such default or to
constitute acquiescence therein. Every right, power and remedy given by
this Mortgage to Mortgagee may be exercised from time to time and as
often as may be deemed expedient by Mortgagee.
No waiver of any default hereunder shall extend to or affect
any subsequent or any other default then existing, or impair any
rights, powers or remedies consequent thereon. If Mortgagee (a) grants
forbearance of an extension of time for the payment of any sums secured
hereby; (b) takes other or additional security for the payment thereof;
(c) waives or does not exercise any right granted in this Mortgage; (d)
releases any part of the Mortgaged Property from the lien of this
Mortgage; (e) consents to the filing of any map, plat or replat of the
Land; (f) consents to the granting of any easement on the Land; or (g)
makes or consents to any agreement changing the terms of the
indebtedness hereby secured by this Mortgage or subordinating the lien
or any charge hereof, no such act or omission shall release, discharge,
modify, change or affect the original liability under this Mortgage or
otherwise of Mortgagor, or any subsequent purchaser of the Mortgaged
Property or any part thereof or any maker, co-signer, endorser, surety
or guarantor. Nor shall any such act or omission preclude Mortgagee
from exercising any right, power or privilege herein granted or
intended to be granted in case of any default then existing or of any
subsequent default; nor, except as otherwise expressly provided in an
instrument or instruments executed by Mortgagee, shall the lien of this
Mortgage be altered thereby. In the event of the sale or transfer by
operation of law or otherwise of all or any part of the Mortgaged
Property, Mortgagee, without notice to any person, firm or corporation,
is hereby authorized and empowered to deal with any such vendee or
transferee with reference to the Mortgaged Property or the indebtedness
secured hereby, or with reference to any of the terms or conditions
hereof, as fully and to the same extent as it might deal with the
original parties hereto and without in any way releasing or discharging
any of the liabilities or undertakings hereunder.
No right, power or remedy conferred upon or reserved to
Mortgagee by this Mortgage is intended to be exclusive of any other
right, power or remedy, but each and every such right, power and remedy
shall be cumulative and concurrent and shall be in addition to any
other right, power and remedy given hereunder or now or hereafter
existing at law or in equity or by statute.
It is further stipulated and agreed by and between the parties
that Mortgagee shall have the right to exercise any option or privilege
herein given or reserved and to enforce any duty of Mortgagor at any
time without further or other notice regardless of any prior waiver by
Mortgagee or default of Mortgagor or delay by Mortgagee in exercising
any right, option, or privilege or enforcing such duty of Mortgagor,
and no waiver by Mortgagee or default of Mortgagor nor delay of
Mortgagee in exercising any right, privilege or option or in enforcing
any duty of Mortgagor shall be deemed, held, or construed to be a
waiver or any of the terms or provisions of this Mortgage or of any
subsequent or continuing default.
This instrument also serves as a security agreement and
creates a security interest in favor of Mortgagee herein under the
Uniform Commercial Code as adopted in Florida, and Mortgagee shall also
have all rights, privileges and remedies including notice of a secured
party under the Florida Uniform Commercial Code and without limitation
upon or in derogation of the rights and remedies created under and
accorded Mortgagee by this Mortgage pursuant to the common law or any
other laws of the State of Florida or any other jurisdiction, it being
understood that the rights and remedies of Mortgagee under the Florida
Uniform Commercial Code shall be cumulative and in addition to all
other rights and remedies of Mortgagee arising under the common law or
any other laws of the State of Florida or of any other jurisdiction. On
demand Mortgagor shall promptly pay all costs and expenses of filing
statements, continuation statements, partial releases, and termination
statements deemed necessary or appropriated by Mortgagee to establish
and maintain the validity and priority of the security interest of
Mortgagee. It is expressly agreed in accordance with the provisions of
the Florida Uniform Commercial Code, ten (10) days notice by Mortgagee
to Mortgagor shall be deemed to be reasonable notice under any
provisions of the Florida Uniform Commercial Code requiring such
notice.
This Mortgage is given to secure not only the existing
Debentures, but also such additional debentures as may be issued from
time to time by Mortgagor to Mortgagee or other indebtedness as may be
extended from time to time by Mortgagee to Mortgagor according to the
provisions set forth above within twenty (20) years from the date
hereof, to the same extent as if such additional debentures or other
indebtedness were issued on the date of the execution of this Mortgage.
Such debentures or other indebtedness shall constitute future advances
under this Mortgage. The total amount of Debentures or other
indebtedness that may be so secured may decrease or increase from time
to time, but the total unpaid balance so secured at one time shall not
exceed $2,000,000, plus interest thereon and any disbursements made for
the payment of taxes, levies or insurance on the Mortgaged Property and
interest on such disbursements.
Mortgagor hereby waives all rights of homestead exemption
granted by the Constitution and laws of Florida. All covenants and
obligations of the respective parties hereto shall extend to and be
binding upon their respective heirs, personal representatives,
successors and assigns.
IN WITNESS WHEREOF, Mortgagor has executed this Mortgage this
15th day of January, 1992.
Singed, sealed and delivered in the presence of:
VINDICATOR, INC.
ATTEST: By:
------------------------------- -------------------------------
Walter H. Harkala, Secretary Sam R. Whitney, President
STATE OF FLORIDA
COUNTY OF HILLSBOROUGH
BEFORE ME, the undersigned authority, on this 15th day of January,
1992, personally appeared Sam R. Whitney and Walter H. Harkala, to me known,
who, being by me duly sworn did depose and say that they are the president and
secretary, respectively, of Vindicator, Inc., the corporation that executed the
Mortgage and Security Agreement, and that the same was executed freely and
voluntarily, for the uses and purposes therein expressed.
WITNESS my hand and official seal the date aforesaid.
---------------------------
Notary Public
My Commission Expires:
FINANCING AGREEMENT
THIS FINANCING AGREEMENT (this "Agreement") is made and entered into this
21st day of February 1992, by and between VINDICATOR, INC. ("Vindicator"), a
Florida corporation whose principal offices are located in Plant City, Florida,
and NORDION INTERNATIONAL INC. ("Nordion"), a Canadian corporation whose
principal offices are located in Kanata, Ontario, Canada.
WHEREAS, Vindicator has built a commercial food irradiation facility in
Mulberry, Florida, principally for the purpose of irradiating food and related
products; and
WHEREAS, Nordion desires to supply Vindicator with a supply of Cobalt 60;
NOW THEREFORE, in consideration of the premises and the mutual covenants
and agreements contained herein and other good and valuable consideration the
receipt and sufficiency of which are hereby acknowledged by both parties to this
Agreement, the parties hereby agree as follows:
1. Upon the terms and subject to the conditions set forth herein, Nordion
hereby supplies Vindicator with 600,000 curies of cobalt 60 (the
"Cobalt"), which is in addition to 400,000 curies previously supplied,
at Vindicator's facility in Mulberry, Florida. The purchase price to
be paid by Vindicator to Nordion for the additional 600,000 curies of
Cobalt shall be $1,082,321.67 (Canadian Dollars), such amount to be
paid as provided in Paragraph 2 of this Agreement.
2. (a) The amount referred to in Paragraph 1 shall be due and payable in
full on September 4, 1994 (the "Due Date"). Such amount shall not bear
any interest until the Due Date, whereupon such amount shall bear
interest at the rate of three percentage points above the "prime rate"
for similarly sized commercial obligations as published from time to
time in the Wall Street Journal.
(b) Payment of any amount due under this Paragraph 2 shall be secured
by a first, preferred security interest in the Cobalt to be granted to
Nordion upon or before sale or delivery of the Cobalt. In addition, in
the event that any other assets of Vindicator are at any time subject
to any other security interest, then simultaneously with the granting
of such security interest Nordion shall be granted a subordinate
security interest in such assets, Any security interest granted
hereunder to Nordion shall be granted by way of a security agreement
in substantially the same form as is attached hereto as Exhibit A.
Upon or before consummation of the transaction to which any such
security interest relates, proper opinions and security filings must
be effected as to each security interest granted hereunder.
(c) Vindicator shall be deemed in default of its payment obligation
under this Paragraph 2 upon the occurrence of any of the following:
(i) Any amount owed hereunder not being paid in full when due; or
(ii) The irradiation by Vindicator at its facility of any
product, other than food or related products including packaging
materials, for any customer who, to the knowledge of Vindicator
after consultation with Nordion had previously had any similar
product irradiated by gamma radiation by another commercial
irradiator then willing and able to provide such service and both
now and then being supplied or otherwise serviced by Nordion
(this shall not, however, preclude Vindicator from conducting
research and development activities on any product for any
customer); or
(iii) Any act of bankruptcy or insolvency by Vindicator.
(d) Vindicator shall have the right to pay part or the entire
principal sum due under Paragraph 1 remaining unpaid at any time
without penalty.
(e) Nordion may, at its option, convert all or any part of
$1,082,321.67 (Canadian Dollars) owed into shares of Common Stock
of Vindicator at the conversion rate of $4.05 (U.S. Dollars) of
obligation for one share of Common Stock; in the event the
Company at any time or from time to time after the Closing Date
effects a subdivision or combination of its outstanding Common
Stock into a greater or lesser number of shares or grants a
dividend payable in Common Stock of the Company, then and in each
such event the Conversion Rate shall be increased or decreased
proportionately.
(f) In the event Vindicator elects to prepay part or all of the
amount due under Paragraph 1, it shall give thirty (30) days
written notice to Nordion, during which time Nordion may elect to
exercise its conversion rights.
3. This Agreement shall be governed by the laws of the State of Florida.
IN WITNESS WHEREOF, the parties have executed this Agreement the day and
year first above written.
ATTEST. VINDICATOR, INC.
(Corporate Seal)
/s/ Walter H. Harkala By: /s/ Sam R. Whitney
- --------------------------------- --------------------------------
Walter H. Harkala, Secretary Sam R. Whitney, President
ATTEST: NORDION INTERNATIONAL, INC.
(Corporate Seal)
/s/ D.L. Nicholas By: /s/ W.P. O'Neill
- --------------------------------- --------------------------------
D.L. Nicholas, Secretary W.P. O'Neill, President
SECURITY AGREEMENT
THIS SECURITY AGREEMENT (this "Agreement") is made and entered into by and
between NORDION INTERNATIONAL INC., a Canadian corporation (hereinafter "Secured
Party"), having a principal place of business in Kanata, Ontario, Canada, and
VINDICATOR, INC. (hereinafter "Debtor"), having a principal place of business in
Plant City, Florida.
1. Security Interest, Debtor is indebted to Secured Party under that
certain Financing Agreement dated February 21, 1992 in an amount of
$1,082,321.67(Canadian Dollars) (the "Debt"). Debtor hereby grants to Secured
Party a security interest in and agrees and acknowledges that Secured Party,
without further action on its part, has and shall continue to have a continuing
security interest in all of the "Collateral" (as defined in Section 2 below), to
secure payment of the Debt.
2. Collateral. For the purposes of this Agreement, the term "Collateral"
shall mean all of the assets described on Exhibit A hereto.
3. Warranties. Debtor hereby represents, warrants, covenants and agrees to
and with Secured Party
that:
(a) Except for the security interest granted hereby Debtor is the
owner of the Collateral free from any lien, security interest or
encumbrance, and Debtor will defend the Collateral claiming the same or any
interest therein.
(b) Debtor will perform all of the covenants of debtor under or with
respect to the Debt and Debtor will perform all of Debtor's covenants under
all documents executed by Debtor pursuant thereto.
(c) In the event Debtor defaults with respect to any of its covenants
hereunder, Secured Party may proceed against such security or guarantors as
Secured Party has with respect to the Debt, in such fashion and in such
order as Secured Party may desire and Secured Party shall not be deemed to
have waived any of its security rights or other rights by virtue of the
order or fashion in which it elects to realize on the various security
interests or guaranties which it has to secure the Debt or by virtue of
bringing any action to realize on any of the various security interests.
(d) If Debtor executes this Agreement as a corporation or if Debtor is
in fact or law a corporation, Debtor warrants it is a duly organized and
existing Florida corporation, in good standing and duly licensed to operate
its business. The execution hereof and of any document in connection
herewith and the consummation of the transactions herein contemplated do
not violate any provisions of its Charter or By-laws or any contract and
have or will be duly authorized and approved by its Board of Directors and
Stockholders.
4. Default and Remedies. Upon the happening of any of the following events
or conditions, namely: (1) default in the payment or performance of any of the
obligations secured hereby, of any covenant or liability contained or referred
to herein, or any note or other instrument evidencing any of the Debt, or in any
guaranty thereof; (2) any warranty, representation or statement made or
furnished to Secured Party by or on behalf of Debtor in connection with this
Agreement or to induce Secured Party to lend monies to Debtor proves to have
been false in any respect when made or furnished; (3) any substantial theft,
loss, damage or destruction of any of the Collateral, or any sale, transfer,
lease, disposition or encumbrance to or of any of the Collateral, or the making
of any levy, seizure or attachment thereof or thereon; (4) death, dissolution,
termination of existence, insolvency, business failure, appointment of receiver
for Debtor or any of the Collateral or any part of the property of Debtor, or
any material assignment for the benefit of the creditors by, or the commencement
of any proceedings under any bankruptcy or insolvency laws by or against,
Debtor; or (5) Secured Party in good faith believes that the prospect of payment
or performance by Debtor is impaired and deems itself insecure; thereupon or at
any time thereafter, such defects not having previously been cured, Secured
Party at its option may declare all of the Debt secured hereby to be immediately
due and payable and shall then have the remedies of a secured party under the
Florida Uniform Commercial Code or other applicable law, including without
limitation the right to take possession of the Collateral, and for that purpose
Secured Party may, so far as the Debtor can give authority therefor, enter upon
any premises on which the Collateral or any part thereof may be situated, and
remove the same therefrom or render the same unusable or store the Collateral on
Debtor's premises for a reasonable time without rent or cost to Secured Party.
Secured Party may require Debtor to gather the Collateral and to make it
available to Secured Party at a place to be designated by Secured Party which is
reasonably convenient to both parties. If any notice need be given, it will be
reasonable for Secured Party to give Debtor five (5) days prior written notice
of the time and place of any public sale or of the time after which any private
sale or any other intended disposition is to be made. Expenses of retaking,
holding, preparing for sale, selling or the like, including Secured Party's
reasonable attorney's fees and other costs and expenses, will be paid by Debtor,
including all costs and attorneys fees incurred in any appeal.
5. General. This Agreement and the security interest in the Collateral
created hereby shall terminate only when the obligations hereby secured have
been paid in full. No waiver by Secured Party of any default shall be effective
unless in writing nor operate as a waiver or any other default or of the same
default on a future occasion. To the extent that Debtor's obligations are now or
hereafter secured by property other than the Collateral or by the guarantee,
endorsement or property of any other person, firm or corporation, then Secured
Party shall have the right in its sole discretion to determine which rights,
securities, liens, security interests or remedies it shall at any time pursue,
relinquish, subordinate or modify, or take any other action with respect thereto
without in any way modifying or affecting any of them or any of its rights
hereunder. Until default, Debtor may have possession of the Collateral and use
the same in any lawful manner not inconsistent with this Agreement. Debtor will
not mortgage, pledge or hypothecate its property or assets of any kind to anyone
except to Secured Party or otherwise sell or dispose of any of its property or
assets of any kind except in the normal course of its business. Debtor waives
notice of non-payment, presentment, demand, protest or notice thereof as to any
accounts or any securities or instruments or notes relating thereto, or
otherwise except as specified herein. All rights and remedies herein are
cumulative and not alternative. This Agreement contains the entire agreement of
the parties and neither shall be bound by anything not expressed herein. All
notices to either party shall be given by certified mail, postage prepaid, at
the address first mentioned. Whenever used herein, the singular number shall
include the plural, the plural the singular, and the use of any gender shall
include all genders. All debtors hereto are bound jointly and severally.
DATED this 21st day of February, 1992
ATTEST. VINDICATOR, INC.
(Corporate Seal)
/s/ Walter H. Harkala By: /s/ Sam R. Whitney
- --------------------------------- --------------------------------
Walter H. Harkala, Secretary Sam R. Whitney, President
ATTEST: NORDION INTERNATIONAL, INC.
(Corporate Seal)
/s/ D.L. Nicholas By: /s/ W.P. O'Neill
- --------------------------------- --------------------------------
D.L. Nicholas, Secretary W.P. O'Neill, President
<PAGE>
EXHIBIT A
COLLATERAL
One Pallet Type Gamma irradiator as illustrated in Drawing No. B700001-353,
Issue D, Sheets 1 and 2, including all related mechanisms, conveyors, carriers,
control console, meters, manuals, computerized irradiator monitoring system,
spare parts, pool water de-ionizer, emergency source cooling sprinkler system
and safety interlock systems;
One Red Acrylic Dosimetry System, Type BC-2, as described in Specification RAD
LS 117/107, including 2,000 pellets;
One Compu-Dose System, including 500 ceric cerous dosimeters;
1,000,000 curies of Cobalt-60, doubly sealed in standard Nordion capsules, Model
C-188;
Milton Roy Spectrophotometer and accessories;
Mitutoyo Digimatic Thickness Gaging System;
And all other items that are personal property supplied by Nordion International
Inc. to Vindicator, Inc. under Nordion's P.S. No. 58463I, as amended from time
to time.
NORDION
INTERNATIONAL INC.
January 28, 1992
MDS Health Group Ltd.
100 International Blvd.
Etobicoke, Ontario
M9W 6J6
Re: MDS $300,000 Convertible Subordinated
Debenture dated July 1, 1991
----------------------------
Dear Sir:
Please find set out below Assignment by MDS Health Group Inc. ("MDS") to Nordion
International Inc. ("Nordion") pertaining to:
i) the $300,000 Convertible Subordinated Debenture between MDS and
Vindicator of Florida, Inc. (now known as Vindicator, Inc.) dated July
1, 1991; and
ii) the Agreement between MDS and Vindicator of Florida, Inc. (now known
as Vindicator, Inc.) dated July 9, 1991 providing for the right in
favour of Nordion to convert $2.1 million U.S. indebtedness of
Vindicator, Inc. into Common Stock of Vindicator, Inc.
ASSIGNMENT
----------
MDS Health Group Inc., a Delaware corporation, ("Assignor") in
consideration of good and valuable consideration the sufficiency of which is
hereby acknowledged, does hereby sell, assign and transfer to Nordion
International Inc., a Canadian corporation, ("Assignee") all its right, title
and interest in and to the Convertible Subordinated Debenture and the Agreement
(providing for the right to convert $2.1 million U.S. indebtedness into the
Common Stock of Vindicator, Inc.) made by it with Vindicator of Florida, Inc.
(now known as Vindicator, Inc.) respectively dated July 1st 1991 and July 9,
1991, and attached hereto.
IN WITNESS WHEREOF the said Assignor has executed this Assignment on
the 21 day of February, 1992.
MDS Health Group Inc.
By:/s/ B.R. Moffatt
---------------------
If you would be so kind as to have the Assignment executed by a duly authorized
representatives of MDS and returned to my attention, it would be appreciated. In
the event I may be of further assistance with regards to the foregoing, please
do not hesitate to contact me.
Yours truly,
/s/ Neil J. Gotfrit
- ---------------------
Neil J. Gotfrit
Legal Counsel
dp
Enclosures
March 6, 1992
Mr. William Schifino
Schifino & Fleisher, P.A.
201 North Franklin Street
1 Tampa City Center
Suite 2700
Tampa, Florida 33602-5174
Dear Sir:
Re: Vindicator, Inc.
---------------
In consideration of the issuance of the Debenture executed by Vindicator, Inc.
dated January 15, 1992, in favour of Nordion International Inc. and on behalf
of, and as authorized by Nordion International Inc., we hereby surrender, for
cancellation the $300,000 Convertible Subordinated Debenture between MDS Health
Group Inc. (which has been duly assigned to Nordion International Inc. by
assignment dated February 21, 1992) and Vindicator of Florida Inc. (now known as
Vindicator, Inc.) dated July 1, 1991 (original enclosed).
Yours truly,
NORDION INTERNATIONAL INC.
/s/ W.P. O'Neill, President
-----------------------------
W.P. O'Neill, President
/s/ William J. Moffat
-----------------------------
William J. Moffat,
Vice-President, Finance & CFO
dp
enclosure
let007/#1
August 17, 1992
Mr. Frank Fraser
Nordion International, Inc.
447 March Road
P.O. Box 13500
Kanata, Ontario, K2K 1X8
Dear Frank:
In reviewing our records I noticed that we did not document a prior
understanding with regard to the convertibility of Vindicator's obligations to
Nordion. As you will recall we had agreed that such obligations would not be
convertible to Common Stock of Vindicator prior to December 1, 1992.
If this is in accordance with your understanding please acknowledge and
return a copy to me.
Your truly,
Sam Whitney
President
Acknowledged
- --------------------------------
Date:
--------------------------
BETWEEN: VINDICATOR, INC.,
having place of business at
1801 Thonotosassa Rd.,
Plant City, Florida,
U.S.A.
("Vindicator")
AND: NORDION INTERNATIONAL INC.,
having place of business at
447 March Road, Kanata, Ontario,
Canada K2K 1X8
("Nordion")
WHEREAS;
(A) Vindicator owns and operates a food irradiation facility in
Mulberry, Florida (the "Facility") and desires to assist in the development of
the food irradiation industry;
(B) Nordion is a world leader in production irradiation and has certain
interests in the Facility, and its commercial applications;
(C) Nordion desires to develop and promote the commercialization and
demonstration of production irradiation and Vindicator has agreed to permit the
use of the Facility for commercial demonstration purposes;
(D) Vindicator has agreed to permit Nordion to supply and install in the
Facility approximately 2,600,000 curies ("Ci") of Cobalt-60 ("Cobalt 60") for
development and demonstration purposes under the terms and conditions set out
herein.
NOW THEREFORE in consideration of the mutual covenants and promises herein
contained the Parties agree as follows:
1. Nordion agrees to supply and install in the Facility, and Vindicator
agrees to permit the installation for the purposes of development and
demonstration of production irradiation approximately 2,600,000 Ci of
Cobalt-60 in the form of C-188 sealed sources identified in Schedule
A.
2. The Cobalt-60 shall be delivered and installed in the Facility
located in Mulberry, Florida.
3. The Cobalt-60 shall be shipped on or about September 14, 1992 from
Nordion's facility in Kanata, Ontario, Canada. All right, title and
interest in and to the Cobalt-60 shall remain at all times hereunder
vested in Nordion.
4. Vindicator agrees and acknowledges that the shipping containers and
source cages are the property of Nordion and shall be made available
for return to Nordion at its Kanata, Ontario facility within fourteen
(14) days after delivery to the Facility.
5. Vindicator, for a two year period from the date of execution hereof
or until Nordion removes the Cobalt-60 from the Facility whichever
occurs first, agrees to provide to Nordion and third parties at the
request of Nordion, reasonable access to the Facility in order that
Nordion may demonstrate the operation and benefit of the Facility and
production irradiation. Nordion shall provide reasonable advance
notice to Vindicator prior to any such visits.
6. Nordion may at any time and at its own expense upon ten (10) days
written notice, (to minimize disruption of Vindicator's operations),
request that Vindicator provide reasonable access to the Facility in
order that Nordion may remove its Cobalt-60.
7. Vindicator warrants and agrees that it will keep and maintain the
Cobalt-60 at its Facility located in Mulberry, Florida and at no
other place or places unless otherwise requested by Nordion.
8. Vindicator shall indemnify and hold Nordion harmless from and against
any and all claims, demands, actions, personal injury, death, suits
or proceedings of whatever nature (hereinafter "Claims") with regards
to the Cobalt-60 including, without limitation, all costs and
expenses incurred (including reasonable attorney's fees), with
regards to any claims brought or instituted by a third party and
based on or arising out of the use by Vindicator of the Cobalt-60
manufactured, supplied and installed by Nordion. Each party shall
promptly notify the other of any Claims that it believes to be
covered by this paragraph.
Nordion shall indemnify and hold Vindicator harmless from and against
any and all claims (including reasonable attorney's fees) brought or
instituted by a third party and based on or arising due to defective
or improper manufacturing, shipping or installation of the Cobalt-60
by Nordion.
Vindicator (or Nordion, as the case may be) may at its option assume
the defense or substitute itself for the other party as the party in
interest with respect to such Claims. If Vindicator (or Nordion)
assumes the defense or substitutes itself as the party in interest,
the other party shall provide reasonable cooperation with respect to
the defense against such Claims.
Neither party shall be liable to the other party or third parties for
indirect, contingent, special or consequential damages, including
loss of profit, loss of time or lose of use.
9. Upon the happening of any of the following events, Nordion shall be
entitled to summarily terminate this Agreement and retake possession
of the Cobalt-60 (and containers) without prejudice to any other
remedy which Nordion may have against Vindicator, if Vindicator:
(i) commits a material breach of any of the provisions hereof
or any other agreement between the Parties;
(ii) is subject to an attachment or other lien against the
Cobalt-60 or other process of court;
(iii) (a) becomes insolvent, or (b) files any application or
petition in any tribunal for the appointment of a receiver
or trustee for all or a significant portion of its assets,
or (c) commences any proceeding under any bankruptcy or
reorganization statute or under any provision of the U.S.
Bankruptcy Code or under any dissolution or liquidation
law whether now or hereafter in effect, or if any petition
or application of the type described above is commenced
against Vindicator, or (d) makes an assignment for the
benefit of creditors or an order is entered for
appointment of a trustee or receiver for Vindicator or any
significant portion of its assets or adjudicating
Vindicator bankrupt.
Upon the occurrence of any of the events set out in sub-paragraphs
(ii) or (iii), Vindicator shall forthwith notify Nordion in writing.
Any payment made or expense incurred by Nordion (including reasonable
attorney fees and disbursements) in connection with the exercise by
Nordion of any right upon the occurrence of such event(s) shall be
borne by Vindicator.
10. Failure by either party to enforce at any time any of the provisions
of this Agreement shall not be construed as a waiver of its rights
hereunder. Any waiver of a breach of any provisions hereof shall not
affect the rights of either party in the event of any additional
breach.
11. Any notice or direction required or permitted to be given hereunder
shall be in writing and shall be given:
(i) by hand delivery of such notice or direction;
(ii) by mailing such notice or direction by prepaid registered
airmail; or
(iii) on a term hereafter provided by sending such notice or
direction by facsimile;
to such party at the following address:
If to Vindicator, Inc.
1801 Thonotosassa Road, Suite 3,
Plant City,
Florida,
USA
Attention: President
If to Nordion International Inc.
447 March Road,
Kanata, Ontario
K2K 1X8
Attention: General Counsel and Corporate Secretary
Telecopier: 613-592-6937
or at such other address as such party shall have communicated to the
other party hereto by notice given as aforesaid. Any notice, direction or
document delivered pursuant to sub-clause (i) of this section shall be
deemed to have been given or sent and received at the time such notice,
direction or document is delivered. Any notice, direction or document
mailed pursuant to sub-clause (ii) of this section shall be deemed to
have been given or sent and received on the tenth business day (excluding
Saturdays, Sundays and statutory holidays in the United States and
Canada) following the day on which such notice or direction is mailed. At
the time any notice or direction is sent pursuant to sub-clause (iii) of
this section, the party giving such notice or direction shall
concurrently mail a copy of such notice or direction to the other party
hereto in accordance with sub-clause (ii) of this section. If the copy of
such notice or direction is so mailed, such notice or direction shall be
deemed to have been given or received at the time such notice or
direction is sent in the manner specified in sub-clause (iii) of this
section.
12. Neither party shall incur any liability to the other or any other
person in the event it is delayed in the performance of its
obligations hereunder or for any failure to comply with the terms
hereof, solely by "Force Majeure."
For the purpose of this Agreement, "Force Majeure" shall mean any
cause of delay beyond the control of the party liable to perform
unless conclusive evidence to the contrary is provided and shall
include, but not by way of limitation, strike, lock-out, riots,
sabotage, acts of war or piracy, destruction of essential equipment
by fire, explosion, storm, flood, earthquake or delay caused by
failure of power supply or transport facility, act of any government
or any government instrumentality (including any action by the Atomic
Energy Control Board of Canada or its United States counterpart),
shortages or failure to secure raw material or machinery. In the
event of Force Majeure, the party defaulting thereupon shall promptly
notify the other party of the occurrence of such event.
13. Vindicator shall not assign, mortgage, pledge, charge or otherwise
encumber the Cobalt-60 or this Agreement or any of its respective
rights or obligations hereunder without the prior written consent of
Nordion. Any purported assignment by Vindicator without such consent
shall be of no effect.
Vindicator shall at all times protect and defend at its own cost and
expense the ownership of Nordion's Colbalt-60 against all claims,
liens, and legal processes of creditors and other persons. The
Cobalt-60 sources are and shall remain personal property of Nordion
and shall not become part of any real estate whether as a fixture or
otherwise.
14. Vindicator undertakes to post notice of Nordion's ownership of the
Cobalt-60 in plain view on or near the containment area in the
Facility and undertakes to provide Nordion with a written opinion
from its solicitors satisfactory to Nordion that; (i) the Uniform
Commercial Code of the State of Florida does not provide a procedure
for notice of retention of ownership of personal property and
notification thereof to third parties, and (ii) that notice of
ownership of personal property is generally achieved by posting
notice of ownership on or near the personal property.
15. This Agreement shall enure to the benefit of and shall be binding
upon the successors and assigns of the parties hereto.
16. This Agreement may not be modified in any manner except by further
written agreement signed by the duly authorized officers or
representatives of the parties.
17. Except to the extent necessary to perform its obligations hereunder,
or to comply with applicable law, regulation or rule, neither party
hereto shall without the prior written consent of the other party
disclose to any third party the terms and conditions of this
Agreement.
18. If any clause or part of a clause or any other provision in this
Agreement shall be or become void or unenforceable, the remainder of
this Agreement shall remain in full force and effect.
19. This Agreement shall be governed by, subject to and interpreted in
accordance with the laws of the State of Florida, U.S.A.
20. Vindicator acknowledges receipt on the date hereof of a copy of this
Agreement.
21. This Agreement shall come into effect on the date of the last
signature hereto.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their duly authorized representatives.
VINDICATOR, INC.
By:
------------------------------
Date: September 11, 1992
----------------------------
NORDION INTERNATIONAL INC.
By:
------------------------------
By: Frank Fraser
------------------------------
Date: September 11, 1992
----------------------------
January 28, 1993
VINDICATOR, INC.
1801 Thonotosassa Road
Suite 3
Plant City, Florida
U.S.A.
33566
Attention: Mr. Sam Whitney - President
FUNDING FOR VINDICATOR, INC. ("VINDICATOR")
FROM NORDION INTERNATIONAL INC. ("NORDION")
Dear Sir,
This letter confirms our agreement and is effective as of January 21, 1993 to
provide additional funding to Vindicator on substantially the same terms as
previous funding except for the option price.
We will lend one hundred thousand United States dollars ($100,000 U.S.), without
interest, which sum shall be repaid on or before September 4, 1994. Under no
circumstances shall such funds advanced be used to repay existing indebtedness
of Vindicator or to redeem any shares of Vindicator. Failure of Vindicator to
abide by the foregoing shall be deemed to be an Event of Default under the
Convertible Debenture ("Debenture") and Mortgage and Security Agreement
("Security Agreement") respectively issued and dated January 15, 1992.
The foregoing loan shall be deemed to be an advance under, and shall be secured
by, the Security Agreement and shall be convertible into Common Shares of
Vindicator at the option of Nordion in accordance with the terms set out in the
Debenture, save and except that the "Conversion Rate" for each share converted
shall be one fully paid and non assessable share of common stock of Vindicator
for each eight United States dollars ($8.00 U.S.) of the loan converted.
As a gesture of Nordion's commitment to food irradiation and Vindicator, Nordion
will consider advancing additional funds to Vindicator provided Vindicator is
successful in raising at least two hundred thousand United States dollars
($200,000 U.S.) in debt/equity financing. Such additional funds would be in the
order of one dollar ($1.00) for each two dollars ($2.00) of financing raised by
Vindicator.
This agreement shall be governed and interpreted in accordance with the laws of
the state of Florida.
If in agreement, please sign where indicated below for return to me.
NORDION INTERNATIONAL INC.
by:
Frank Fraser, Vice-President
Market Development Division
Dated this ____ of ____________, 1993
VINDICATOR, INC.
by:
----------------------------------
Sam A. Whitney, President
Dated this ____ of ____________, 1993
c.c. W. Schifino
By Fax: Mr. Blain: 813 228-6422
Mr. Whitney: 813 754-7606
March 31, 1994
Mr. Buddy Blain
and
Mr. Sam Whitney
Vindicator, Inc.
Suite 3
1801 Thonotosassa Road
Plant City, Florida
33566
Dear Buddy and Sam,
As you know, the payment of indebtedness to Nordion comes due on September 4,
1994. We understand that payment cannot be made on that date and we would like
to endeavor to accommodate the continuation of the business without realization
of our security. However, the items raised on July 26, 1993 at the time of our
ceasing to have Nordion nominees on the Board have not been remedied, and
continue to be of concern. You have indicated that you are moving to resolve
these matters and hence we are agreeable to continue to be patient, provided
certain objectives are achieved within a specified time frame.
Specifically, we agree to extend the date for repayment of the indebtedness for
a period of 12 months (to September 4, 1995, "maturity") on the following
conditions, each of which, if not fulfilled, will also constitute an event of
default under the existing security arrangements.
1. A new President and Chief Executive Officer, as well as new senior
management of the company will be appointed within two months.
2. A comprehensive business plan will be developed and approved for
implementation within four months.
3. Financing will be obtained in order to maintain all accounts on a current
basis and additional financing will be obtained sufficient to cover all
forecasted operating losses and payment in full to Nordion of the
outstanding debt.
4. Interest will accrue on the indebtedness from September 4, 1994 at the U.S.
prime rate then in effect plus 1% and shall be payable quarterly.
5. Vindicator will not directly or indirectly make any capital expenditures in
excess of $500,000 from the date hereof to maturity without a matching
repayment to Nordion of its indebtedness.
As a further condition, any Cobalt-60 on the premises, not owned by Vindicator
may be removed by Nordion in its discretion at any time.
If the above is acceptable, please sign where indicated on the enclosed copy of
this letter for your convenience of reply. We anticipate being kept advised of
the progress and activities of the corporation on a general basis relative to
the projections in the business plan. We would hope that the close relationship
between Vindicator and Nordion is firmly re-established. As an example, we would
be pleased to host a visit to Nordion by the new president of Vindicator and of
course he or she would also be interested in establishing a positive and
mutually helpful relationship with Nordion.
We hope the above offer and conditions are seen as they are intended, as an
example of our continuing support for Vindicator in its efforts in food
irradiation.
Sincerely,
NORDION INTERNATIONAL INC.
by:
------------------------------
F.M. Fraser
The foregoing is agreed and accepted
VINDICATOR, INC.
by:
------------------------------
Date:
----------------------------
April 13, 1994
CORRECTED
Mr. F.M. Fraser
NORDION INTERNATIONAL, INC.
447 March Road
P.O. Box 13500
Kanata, Ontario, Canada K2K 1X8
Re: Your letter of March 31, 1994
Dear Frank,
Vindicator respectfully acknowledges the consideration given to it by Nordion
International, Inc. in extending the due date for payment of Vindicator's debt
to Nordion for one year and generally accepts the conditions set forth in your
letter of March 31, 1994, subject to the following modifications:
As to condition 1.: Vindicator agrees to continue its recruiting efforts
for President and CEO and will continue screening
and evaluation, conduct interviews, and have a
status report at the May, 1994, Board meeting. It
will schedule final selection and appointment for
the June board meeting on June 15, 1994.
As to condition 2.: Vindicator agrees to develop a new, comprehensive
business plan but needs until its August 17, 1994,
board meeting to approve such plan for
implementation.
As to condition 3.: Financing will be obtained by January 23, 1995, in
order to maintain all accounts on a current basis
and additional financing sufficient to cover all
forecasted operating losses and payment in full to
Nordion of the outstanding debt.
As to condition 4.: Vindicator agrees that interest will start accruing
on the Nordion indebtedness on September 4, 1994, at
the U.S. prime rate then in effect plus 1%, payable
quarterly, with the first payment due February 4,
1995, and quarterly thereafter.
As to condition 5.: Vindicator agrees that it will not directly or
indirectly make any capital expenditures in excess
of $500,000 from this date forward until September
4, 1995, without a matching repayment to Nordion on
Vindicator's indebtedness or, in the alternative,
without Nordion's written concurrence.
As to any cobalt-60 owned by Nordion which is stored on Vindicator's premises,
Vindicator agrees that such cobalt-60 may be removed by Nordion in its
discretion at any time.
Please indicate Nordion's concurrence with the above by signing where indicated
below, then Fax a copy to me at (813) 228-6422 and mail an original, signed copy
to me at 100 Madison Street, Ste. 300, Tampa, FL 33602.
We will keep you advised of the progress and activities of Vindicator as set
forth in the closing paragraphs of your letter. On behalf of our new president,
yet to be named, we accept your kind invitation to host a visit to Nordion as
soon as it can be arranged.
Vindicator shares with you the full intention and desire to have a positive and
mutually helpful relationship between Nordion and Vindicator. We are optimistic
about the future of food irradiation and anticipate a long and prosperous
relationship with Nordion.
Sincerely,
VINDICATOR, INC.
by:
-----------------------------
L.M. Buddy Blain, President
The foregoing is agreed and accepted
NORDION INTERNATIONAL, INC.
by:
----------------------------
Date:
--------------------------
November 23, 1994
Food Technology Service Inc.
1801 Thonotosassa Road
Plant City
Florida
33566
Attention: Mr. Sam Whitney
Chairman
Dear Sir,
Nordion has for more than 30 years been a strong advocate of commercial food
irradiation. Nordion remains no less committed to food irradiation than it did
at the time of Food Technology Services Inc.'s ("FTSI") inception. On April 13,
1994, Nordion entered into an agreement with Vindicator, Inc. (now FTSI)
extending the due date for payment of its debt to Nordion to September 4, 1995.
FTSI has been unable to meet the conditions set out in the letter agreement of
April 13, 1994 and has requested an additional extension. In order to assist in
the viability of FTSI and reaffirm its commitment to the benefits of commercial
food irradiation, Nordion agrees to further extend payment of the debt owed by
FTSI to January 4, 1996, provided FTSI meets, and continues to meet as the case
may be, the following conditions:
1. Continue to obtain funds required or make alternate arrangements to
discharge all current obligations in full and provide on-going working
capital.
2. Reduce operational and management costs and employ the most appropriate
personnel and resources in order to ensure cost effective operations.
3. Ensure that FTSI utilizes appropriate systems, policies and procedures as
applicable in the commercial irradiation industry and general business
practices in order to meet legal, safety, regulatory and business
requirements.
4. FTSI shall provide to Nordion prior notice of any communication with the
media or public and, without limitation of the foregoing, shall provide
copies of reports and filings with the Securities and Exchange Commission
and any notices, documents or information to be provided to shareholders.
5. Co-ordination of a marketing plan and sales program with Nation's Pride.
6. FTSI agrees to provide Nordion with a comprehensive business plan,
including a detailed marketing plan and sales program.
All sums provided by Nordion, including accrued interest, shall continue to have
a first, fixed and specific charge on all assets of FTSI and bear interest at
the Barnett Bank (Florida) U.S. prime rate in effect from time to time plus 1%.
At any time, Nordion shall have the option to convert all or any portion of
FTSI's indebtedness into shares of FTSI at the lower of $4.05 U.S. and the then
current market price. On any offering of securities of FTSI to the public, FTSI
shall obtain prior agreement from Nordion on that portion of the proceeds to be
utilized for payment of its indebtedness to Nordion.
This letter agreement shall not constitute any waiver on the part of Nordion of
any rights or recourses contained in any agreement with FTSI.
Yours very truly, NORDION
INTERNATIONAL INC.
by:
--------------------------------
The foregoing is acknowledged
and agreed this _____ day of
_______________, 1994.
FOOD TECHNOLOGY SERVICE, INC.,
by:
--------------------------
February 17, 1995
Mr. Sam Whitney
Food Technology Service, Inc.
1801 Thonotosassa Road
Suite 3
Plant City, Florida
33566
Dear Sir,
We wish to confirm our continuing and long-standing commitment to the food
irradiation process and to FTSI. Since its inception, FTSI has worked diligently
to forward the food technology process and ensure safer foods for all consumers
in the United States and Canada.
This letter is to formally confirm Nordion's agreement to extend the payment of
the debt owed by FTSI to January 4, 1996 without any conditions.
We look forward to working with you in the next stage of commercial application
of food irradiation.
Your sincerely,
F.M. Fraser
Vice-President
Market Development
c.c. David Nicholds
February 17, 1995
Mr. Sam Whitney
Food Technology Service, Inc.
1801 Thonotosassa Road
Suite 3
Plant City, Florida
33566
Dear Sir,
As you know, Nordion remains strongly committed to advancing food irradiation
and fully supports the activities of FTSI in that regard. In particular, we note
with gratification the progress being made by FTSI in connection with the
conditions described in our letter of November 23, 1994.
As a result, please accept this letter as our confirmation of the fulfillment of
those conditions and no further requirements in this regard. We look forward to
working with you in bringing this technology forward to ensure safer foods for
consumers.
Your sincerely,
F.M. Fraser
Vice-President
Market Development
c.c. David Nicholds
May 29, 1995
Food Technology Service, Inc.
1001 Thonotosassa Road
Plant City, Florida
33566
Attention: Mr. Sam Whitney/Chairman
RE: Conversion of Nordion International Inc.'s ("Nordion") accrued interest on
Indebtedness of Food Technology Service, Inc. ("FTSI")
Dear Sir:
As you know, Nordion is committed to food irradiation and has provided support
to ensure the ongoing success of FTSI. We have provided marketing assistance,
technical advice and expertise generally. We wish to extend our involvement with
FTSI and by this letter, request conversion of outstanding interest into equity.
Reference is made to the Letter Agreement dated November 23, 1994 between FTSI
and Nordion providing amongst other things, the interest rate applicable to the
entire indebtedness owing by FTSI to Nordion.
Pursuant to such Letter Agreement interest accrues on all outstanding
indebtedness owed by FTSI to Nordion at the Barnett Bank (Florida) U.S. prime
rate in effect from time to time plus 1%. Such Agreement further provides for
Nordion's entitlement to convert all or any portion of FTSI's indebtedness to
Nordion, into shares of FTSI.
Nordion, hereby provides notice to FTSI, that it desires to convert into common
shares of FTSI, all interest accrued on FTSI's indebtedness to Nordion as at May
29, 1995. The conversion of such interest into shares of FTSI shall be effected
at a price per share of $1.89 (US). FTSI shall issue a share certificate to
Nordion representing such shares. As at May 29, 1995 $257,520 (US) of interest
have accrued on FTSI's indebtedness to Nordion.
By signing this Letter Agreement, FTSI agrees to the conversion of the
aforementioned interest into common shares of FTSI.
<PAGE>
This Letter Agreement shall not constitute any waiver on the part of Nordion of
any rights or recourses contained in any other agreement with FTSI.
Yours very truly,
Frank M. Fraser
Vice President, Market Development
The foregoing is acknowledged and agreed this ______ day of __________ 1995.
FOOD TECHNOLOGY SERVICE INC.
by:
---------------------------
Sam Whitney, Chairman
Cc: Bill Moffat
June 30, 1995
Food Technology Service, Inc.
1001 Thonotosassa Road
Plant City, Florida
33566
Attention: Mr. Sam Whitney/Chairman
RE: Conversion of Nordion International's ("Nordion") accrued interest on
Indebtedness of Food Technology Service, Inc. ("FTSI")
Dear Sir:
As you know, Nordion is committed to food irradiation and has provided support
to ensure the ongoing success of FTSI. We have provided marketing assistance,
technical advice and expertise generally. We wish to extend our involvement with
FTSI and by this letter, request conversion of outstanding interest into equity.
Reference is made to the Letter Agreement dated November 23, 1994 between FTSI
and Nordion providing amongst other things, the interest rate applicable to the
entire indebtedness owing by FTSI to Nordion.
Pursuant to such Letter Agreement interest accrues on all outstanding
indebtedness owed to FTSI to Nordion at the Barnett Bank (Florida) U.S. prime
rate in effect from time to time plus 1%. Such Agreement further provides for
Nordion's entitlement to convert all or any portion of FTSI's indebtedness to
Nordion, into shares of FTSI.
Nordion hereby provides notice to FTSI, that it desires to convert into common
shares of FTSI, all interest accrued and outstanding on FTSI's indebtedness to
Nordion as at June 30, 1995. The conversion of such interest into shares of FTSI
shall be effected at a price per share of $1.50 (US). FTSI shall issue a share
certificate to Nordion representing such shares. As at June 30, 1995 $32,434
(US) of interest has accrued and is outstanding on FTSI's indebtedness to
Nordion.
By signing this Letter Agreement, FTSI agrees to the conversion of the
aforementioned interest into common shares of FTSI.
Yours very truly,
Frank M. Fraser
Vice President, Market Development
The foregoing is acknowledged and agreed this _____ day of _______ 1995.
FOOD TECHNOLOGY SERVICE INC.
by:
Sam Whitney, Chairman
cc: Bill Moffat
4 July, 1995
Food Technology Service Inc.
1801 Thonotosassa Road
Plant City
Florida
33566
Attention: Mr. Sam Whitney
Chairman
Dear Sir,
Nordion has for more than 30 years been a strong advocate of commercial food
irradiation. Nordion remains no less committed to food irradiation than it did
at the time of Food Technology Service Inc.'s ("FTSI") inception. On April 13,
1994, Nordion entered into an agreement with Vindicator, Inc. (now FTSI)
extending the due date for payment of its debt to Nordion to September 4, 1995.
A second extension to January 4, 1996 was granted on November 23, 1994. FTSI has
been unable to meet the conditions set out in the letter agreement of November
23, 1994 and has requested a further extension. In order to assist in the
viability of FTSI and reaffirm its commitment to the benefits of commercial food
irradiation, Nordion agrees to further extend payment of the debt owed by FTSI
to January 2, 1997, provided FTSI meets, and continues to meet as the case may
be, the following conditions:
1. Continue to obtain funds required or make alternate arrangements to
discharge all current obligations in full and provide on-going working
capital.
2. Reduce operational and management costs and employ the most appropriate
personnel and resources in order to ensure cost effective operations.
3. Ensure that FTSI utilizes appropriate systems, policies and procedures as
applicable in the commercial irradiation industry and general business
practices in order to meet legal, safety, regulatory and business
requirements.
4. FTSI shall provide to Nordion prior notice of any communication with the
media or public and, without limitation of the foregoing, shall provide
copies of reports and filings with the Securities and Exchange Commission
and any notices, documents or information to be provided to shareholders.
5. Co-ordination of a marketing plan and sales program with Nation's Pride.
6. FTSI agrees to provide Nordion with an updated comprehensive business plan,
including a detailed marketing plan and sales program.
All sums provided by Nordion, including accrued interest, shall continue to have
a first, fixed and specific charge on all assets of FTSI and bear interest at
the Barnett Bank (Florida) U.S. prime rate in effect from time to time plus 1%.
At any time, Nordion shall have the option to convert all or any portion of
FTSI's indebtedness into shares of FTSI at the lower of $4.05 U.S. and the then
current market price. On any offering of securities of FTSI to the public, FTSI
shall obtain a prior agreement from Nordion on that portion of the proceeds to
be utilized for payment of its indebtedness to Nordion.
This letter agreement shall not constitute any waiver on the part of Nordion of
any rights or recourses contained in any agreement with FTSI.
Yours very truly, NORDION
INTERNATIONAL INC.
by:
------------------------------
The foregoing is acknowledged
and agreed this _____ day of
______________, 1995
FOOD TECHNOLOGY SERVICE INC.,
by:
-------------------------------
Board Chairman and CEO
July 13, 1995
Mr. Frank Fraser
Nordion International Inc.
447 March Road
Kanata, Ontario
K2K 1X8
Reference: Equity Investments in Food Technology Services Incorporated
Dear Sir:
Thank you for your subscription in our corporation and payment in full in the
amount of US $25,000.
We appreciate your participation in our organization and this letter confirms
your ownership of 16,667 shares at US $1.50 in the capital of FTSI as a result
of this investment effective July 13, 1995.
Yours very truly,
Food Technology Services Inc.
by:
Sam Whitney, Chairman
/dh
NORDION
INTERNATIONAL INC.
27 July, 1995
Food Technology Service, Inc.
1801 Thonotosassa Road
Plant City
Florida 33566
Attention: Mr. Sam Whitney
Chairman
Dear Sir,
Nordion International Inc. ("Nordion") agrees to pay and forward as per your
request and on behalf of Food Technology Service, Inc. ("FTSI") the sums of
$59,304.22, $24,742.96 and $25,474.27 U.S., forming a total $109,521.45 U.S.,
respecting tangible personal property taxes (1994) and property taxes (1993,
1994) past due by FTSI to Polk County authority, Florida (made payable to Jack
Fouts, Tax Collector).
In consideration of such payment of $109,521.45 U.S. FTSI agrees to sell and
issue to Nordion 87,617 shares ($1.25 U.S. per share) in the common stock of
FTSI.
If in agreement, please sign in the space provided below.
Yours truly,
NORDION INTERNATIONAL INC.
by:
The foregoing is acknowledged
and agreed this 27th day of
July, 1995
FOOD TECHNOLOGY SERVICE, INC.,
by:
Chairman of the Board and CEO
<PAGE>
FOOD TECHnology Service, Inc. The Symbol of Quality and
Dedicated to Preventing Food-Borne Illness Wholesomeness
formerly VINDICATOR, INC.
July 24, 1995
Mr. Frank Fraser
Nordion International Inc.
447 March Road
Kanata, Ontario
K2K 1X8
Dear Frank:
Attached hereto are copies of the past due notices on our Polk County
property tax for the years 1993 and 1994. Also attached is a copy of the
tangible personal property assessment for 1994. We finally completed payment of
the 1993 tangible tax on January 20 of this year. With interest added, we paid
over $60,000. The amount for the property tax includes the interest through July
31, 1995 and the tangible tax includes the interest through April 30, 1995. With
interest added for the tangible tax, the total amount due to Polk County Tax
Assessor is about $108,000. The taxes must be paid somehow within the next few
days.
Hope you can help us out.
Kindest personal regards.
Sincerely,
Sam Whitney
Board Chairman & CEO
NORDION
INTERNATIONAL INC.
September 30, 1995
Food Technology Service, Inc.
1801 Thonotosassa Road
Plant City, Florida
33566
Attention: Mr. Sam Whitney/Chairman
Re: Conversion of Nordion International Inc.'s ("Nordion") accrued interest
on Indebtedness of Food Technology Service, Inc. ("FTSI")
Dear Sir:
As you know, Nordion is committed to food irradiation and has provided support
to ensure the ongoing success of FTSI. We have provided marketing assistance,
technical advice and expertise generally. We wish to extend our involvement with
FTSI and by this letter, request conversion of outstanding interest into equity.
Reference is made to the Letter Agreement dated November 23, 1994 between FTSI
and Nordion providing amongst other things, the interest rate applicable to the
entire indebtedness owing by FTSI to Nordion.
Pursuant to such Letter Agreement interest accrues on all outstanding
indebtedness owed to FTSI to Nordion at the Barnett Bank (Florida) U.S. prime
rate in effect from time to time plus 1%. Such Agreement further provides for
Nordion's entitlement to convert all or any portion of FTSI's indebtedness to
Nordion, into shares of FTSI.
Nordion hereby provides notice to FTSI, that it desires to convert into common
shares of FTSI, all interest accrued and outstanding on FTSI's indebtedness to
Nordion as at Sept. 30, 1995. The conversion of such interest into shares of
FTSI shall be effected at a price per share of $1.25 (US). FTSI shall issue a
share certificate to Nordion representing such shares. As at Sept. 30, 1995
$93,713 (US) of interest has accrued and is outstanding on FTSI's indebtedness
to Nordion.
<PAGE>
By signing this Letter Agreement, FTSI agrees to the conversion of the
aforementioned interest into common shares of FTSI.
Yours very truly,
Frank M. Fraser
Vice President, Market Development
The foregoing is acknowledged and agreed this day of 1995.
FOOD TECHNOLOGY SERVICE INC.
by:
Sam Whitney, Chairman
cc: Bill Moffat
NORDION
INTERNATIONAL INC.
October 25, 1995
Food Technology Service, Inc.
1801 Thonotosassa Road
Plant City, Florida
33566
Attention: Mr. Sam Whitney/Chairman
Re: Conversion of Nordion International Inc.'s ("Nordion") accrued interest
on Indebtedness of Food Technology Service, Inc. ("FTSI")
Dear Sir:
As you know, Nordion is committed to food irradiation and has provided support
to ensure the ongoing success of FTSI. We have provided marketing assistance,
technical advice and expertise generally. We wish to extend our involvement with
FTSI and by this letter, request conversion of outstanding interest into equity.
Reference is made to the Letter Agreement dated November 23, 1994 between FTSI
and Nordion providing amongst other things, the interest rate applicable to the
entire indebtedness owing by FTSI to Nordion.
Pursuant to such Letter Agreement interest accrues on all outstanding
indebtedness owed to FTSI to Nordion at the Barnett Bank (Florida) U.S. prime
rate in effect from time to time plus 1%. Such Agreement further provides for
Nordion's entitlement to convert all or any portion of FTSI's indebtedness to
Nordion, into shares of FTSI.
Nordion hereby provides notice to FTSI, that it desires to convert into common
shares of FTSI, all interest accrued and outstanding on FTSI's indebtedness to
Nordion as at October 31, 1995. The conversion of such interest into shares of
FTSI shall be effected at a price per share of $1.25 (US). FTSI shall issue a
share certificate to Nordion representing such shares. As at October 31, 1995
$31,524.49 (US) of interest has accrued and is outstanding on FTSI's
indebtedness to Nordion.
<PAGE>
By signing this Letter Agreement, FTSI agrees to the conversion of the
aforementioned interest into common shares of FTSI.
Yours very truly,
Frank M. Fraser
Vice President, Market Development
The foregoing is acknowledged and agreed this day of 1995.
FOOD TECHNOLOGY SERVICE INC.
by:
Sam Whitney, Chairman
cc: Bill Moffat
November 20, 1995
Mr. Frank Fraser
Nordion International Inc.
447 March Road
Kanata, Ontario
K2K 1X8
Reference: Equity Investments in Food Technology Services Incorporated
Dear Sir:
Thank you for your subscription in our corporation and payment in full in the
amount of US $25,000.
We appreciate your participation in our organization and this letter confirms
your ownership of 20,000 shares at US $1.25 in the capital of FTSI as a result
of your $25,000 investment of November 20th, 1995.
Yours very truly,
Food Technology Services Inc.
by:
Sam Whitney, Chairman
AGREEMENT
THIS AGREEMENT is made and entered into as of the 10th day of
December 1995, by and between Nordion International Inc. ("Nordion") and Food
Technology Services, Inc. ("FTSI").
WHEREAS, FTSI wishes to establish a long term financing
arrangement for its operations and establish alliances with third parties to
assist its strategic direction; and
WHEREAS Nordion is willing to assist in providing continued
financing to FTSI and introduce others who may be able to assist FTSI.
NOW, THEREFORE, the parties agree as follows:
1. Nordion will convert into shares of Common Stock of FTSI
all of the interest named through March 31, 1996 on its
loan to FTSI in the principal amount of approximately $3.8
US million.
2. For the term of this Agreement Nordion will convert to
stock a portion of its existing loans to FTSI to ensure
FTSI will maintain a net equity of at least $1,000,000 to
April 30, 1996.
3. For the term of this Agreement, Nordion will advance as
loans to FTSI sufficient cash to enable FTSI to meet its
obligations as they come due and payable, all in
accordance with the plan agreed by the parties.
4. For the term of this Agreement, the conversion price at
which Nordion may convert all amounts due it, as referred
to in 1, 2 and 3 above and its loan to FTSI in the
principal amount of approximately $3.8 US million, into
shares of Common Stock is the lesser of the market price
at the time of conversion and $.80 US per share. In the
event all of the indebtedness were currently converted
into shares of Common Stock of FTSI, Nordion would own
approximately 60% of FTSI's outstanding shares of Common
Stock.
5. FTSI agrees not to issue any additional shares of Common
Stock without Nordion's written approval during the term
of this Agreement.
6. The term of this Agreement shall be from the date hereof
until April 30, 1996.
IN WITNESS WHEREOF, the parties have caused this Agreement to
be signed by their duly authorized officers as of the date above written.
ATTEST NORDION INTERNATIONAL INC.
By:
ATTEST FOOD TECHNOLOGY SERVICES, INC.
By:
NORDION
INTERNATIONAL INC.
Via Fax: 813 754-7506
December 13, 1995
Mr. Sam Whitney
Food Technology Service, Inc.
Suite 3
1801 Thonotosassa Road
Plant City, Florida
33566
Dear Sam:
This letter is to clarify that our letter of November 23, 1994 not only agreed
to extension of the date for principal repayment but also extension of the date
upon which interest becomes payable In particular, while interest accrues, as
agreed, it will not be payable until January 4, 1996.
Yours truly,
Frank M. Fraser
Vice-President
Market Development Division
December 15, 1995
Mr. Frank Fraser
Nordion International Inc.
447 March Road
Kanata, Ontario
K2K 1X8
Reference: Equity Investments in Food Technology Services Incorporated
Dear Sir:
Thank you for your subscription in our corporation and payment in full in the
amount of US $35,000.
We appreciate your participation in our organization and this letter confirms
your ownership of 43,750 shares at US $.80 in the capital of FTSI as a result of
your $35,000 Investment of December 15th, 1995.
Yours very truly,
Food Technology Services Inc.
by:
Sam Whitney, Chairman
December 20, 1995
Food Technology Service, Inc.
1801 Thonotosassa Road
Plant City, Florida
33566
Attention: Mr. Sam Whitney/Chairman
RE: Conversion of Nordion International Inc.'s ("Nordion") accrued interest on
Indebtedness of Food Technology Service, Inc. ("FTSI")
Dear Sir:
As you know, Nordion is committed to food irradiation and has provided support
to ensure the ongoing success of FTSI. We have provided marketing assistance,
technical advice and expertise generally. We wish to extend our involvement with
FTSI and by this letter, request conversion of outstanding interest into equity.
Reference is made to the Letter Agreement dated November 23, 1994 between FTSI
and Nordion providing amongst other things, the interest rate applicable to the
entire indebtedness owing by FTSI to Nordion.
Pursuant to such Letter Agreement interest accrues on all outstanding
indebtedness owed to FTSI to Nordion at the Barnett Bank (Florida) U.S. prime
rate in effect from time to time plus 1%. Such Agreement further provides for
Nordion's entitlement to convert all or any portion of FTSI's indebtedness to
Nordion, into shares of FTSI.
Nordion hereby provides notice to FTSI, that it desires to convert into common
shares of FTSI, $65,000 (U.S.) of FTSI's indebtedness to Nordion as at December
31, 1995. This conversion shall be effected at a price per share of $0.80 (US).
FTSI shall issue a share certificate to Nordion representing such shares.
<PAGE>
By signing this Letter Agreement, FTSI agrees to the conversion of the
aforementioned amount into common shares of FTSI.
Yours very truly,
Frank M. Fraser
Vice President, Market Development
The foregoing is acknowledged and agreed this 20th day of December 1995.
FOOD TECHNOLOGY SERVICE INC.
by:
Sam Whitney, Chairman
cc: Ben Butler
NORDION
INTERNATIONAL INC.
January 1, 1996
Food Technology Service, Inc.
1801 Thonotosassa Road
Plant City, Florida
33566
Attention: Mr. Sam Whitney/Chairman
RE: Conversion of Nordion International Inc.'s ("Nordion") accrued interest on
Indebtedness of Food Technology Service, Inc. ("FTSI")
Dear Sir:
As you know, Nordion is committed to food irradiation and has provided support
to ensure the ongoing success of FTSI. We have provided marketing assistance,
technical advice and expertise generally. We wish to extend our involvement with
FTSI and by this letter, request conversion of outstanding interest into equity.
Reference is made to the Letter Agreement dated November 23, 1994 between FTSI
and Nordion providing amongst other things, the interest rate applicable to the
entire indebtedness owing by FTSI to Nordion.
Pursuant to such Letter Agreement interest accrues on all outstanding
indebtedness owed to FTSI to Nordion at the Barnett Bank (Florida) U.S. prime
rate in effect from time to time plus 1%. Such Agreement further provides for
Nordion's entitlement to convert all or any portion of FTSI's indebtedness to
Nordion, into shares of FTSI.
Nordion hereby provides notice to FTSI, that it desires to convert into common
shares of FTSI, all interest accrued and outstanding on FTSI's indebtedness to
Nordion as at December 31, 1995. The conversion of such interest into shares of
FTSI shall be effected at a price per share of $0.80 (US). FTSI shall issue a
share certificate to Nordion representing such shares. As at December 31, 1995
$61,719.00 (US) of interest has accrued and is outstanding on FTSI's
indebtedness to Nordion.
<PAGE>
By signing this Letter Agreement, FTSI agrees to the conversion of the
aforementioned interest into common shares of FTSI.
Yours very truly,
Frank M. Fraser
Vice President, Market Development
The foregoing is acknowledged and agreed this 4th day of January, 1996.
FOOD TECHNOLOGY SERVICE INC.
by:
Sam Whitney, Chairman
cc: Bill Moffat
January 5, 1996
Mr. Frank Fraser
Nordion International Inc.
447 March Road
Kanata, Ontario
K2K 1X8
Reference: Equity Investments in Food Technology Services Incorporated
Dear Sir:
Thank you for your subscription in our corporation and payment in full in the
amount of US $15,000.
We appreciate your participation in our organization and this letter confirms
your ownership of 18,750 shares at US $.80 in the capital of FTSI as a result of
your $15,000 investment of January 5, 1996.
Yours very truly,
Food Technology Services Inc.
by:
Sam Whitney, Chairman
January 23, 1996
Mr. Frank Fraser
Nordion International Inc.
447 March Road
Kanata, Ontario
K2K 1X8
Reference: Equity Investments in Food Technology Services Incorporated
Dear Sir:
Thank you for your subscription in our corporation and payment in full in the
amount of US $25,000.
We appreciate your participation in our organization and this letter confirms
your ownership of 31,250 shares at US $.80 in the capital of FTSI as a result of
your $25,000 investment of January 23, 19956.
Yours very truly,
Food Technology Services Inc.
by:
Sam Whitney, Chairman
cc: B. Butler
February 9, 1996
Mr. Frank Fraser
Nordion International Inc.
447 March Road
Kanata, Ontario
K2K 1X8
Reference: Equity Investments in Food Technology Services Incorporated
Dear Sir:
Thank you for your subscription in our corporation and payment in full in the
amount of US $15,000.
We appreciate your participation in our organization and this letter confirms
your ownership of 18,750 shares at US $.80 in the capital of FTSI as a result of
your $15,000 investment of February 9, 1996.
Yours very truly,
Food Technology Services Inc.
by:
Sam Whitney, Chairman
cc: B. Butler
March 1, 1996
Mr. Frank Fraser
Nordion International Inc.
447 March Road
Kanata, Ontario
K2K 1X8
Reference: Equity Investments in Food Technology Services Incorporated
Dear Sir:
Thank you for your subscription in our corporation and payment in full in the
amount of US $30,000.
We appreciate your participation in our organization and this letter confirms
your ownership of 37,500 shares at US $.80 in the capital of FTSI as a result of
your $30,000 investment of March 1, 1996.
Yours very truly,
Food Technology Services Inc.
by:
Sam Whitney, Chairman
cc: B. Butler
March 31, 1996
Food Technology Service, Inc.
1801 Thonotosassa Road
Plant City, Florida
33566
Attention: Mr. Sam Whitney/Chairman
Re: Conversion of Nordion International Inc.'s ("Nordion") accrued interest on
Indebtedness of Food Technology Service, Inc. ("FTSI")
Dear Sir:
As you know, Nordion is committed to food irradiation and has provided support
to ensure the ongoing success of FTSI. We have provided marketing assistance,
technical advice and expertise generally. We wish to extend our involvement with
FTSI and by this letter, request conversion of outstanding interest into equity.
Reference is made to the Letter Agreement dated November 23, 1994 between FTSI
and Nordion providing amongst other things, the interest rate applicable to the
entire indebtedness owing by FTSI to Nordion.
Pursuant to such Letter Agreement interest accrues on all outstanding
indebtedness owed to FTSI to Nordion at the Barnett Bank (Florida) U.S. prime
rate in effect from time to time plus 1%. Such Agreement further provides for
Nordion's entitlement to convert all or any portion of FTSI's indebtedness to
Nordion, into shares of FTSI.
Nordion hereby provides notice to FTSI, that it desires to convert into common
shares of FTSI, $90,000 (U.S.) of FTSI's indebtedness to Nordion as at March 31,
1996. This conversion shall be effected at a price per share of $0.80 (US). FTSI
shall issue a share certificate to Nordion representing such shares.
<PAGE>
By signing this Letter Agreement, FTSI agrees to the conversion of the
aforementioned interest into common shares of FTSI.
Yours very truly,
Frank M. Fraser
Vice President, Market Development
The foregoing is acknowledged and agreed this day of 1995.
FOOD TECHNOLOGY SERVICE INC.
by:
Sam Whitney, Chairman
cc: Ben Butler
March 31, 1996
Food Technology Service, Inc.
1801 Thonotosassa Road
Plant City, Florida
33566
Attention: Mr. Sam Whitney/Chairman
RE: Conversion of Nordion International Inc.'s ("Nordion") accrued
interest on Indebtedness of Food Technology Service, Inc. ("FTSI")
Dear Sir:
As you know, Nordion is committed to food irradiation and has provided support
to ensure the ongoing success of FTSI. We have provided marketing assistance,
technical advice and expertise generally. We wish to extend our involvement with
FTSI and by this letter, request conversion of outstanding interest into equity.
Reference is made to the Letter Agreement dated November 23, 1994 between FTSI
and Nordion providing amongst other things, the interest rate applicable to the
entire indebtedness owing by FTSI to Nordion.
Pursuant to such Letter Agreement interest accrues on all outstanding
indebtedness owed to FTSI to Nordion at the Barnett Bank (Florida) U.S. prime
rate in effect from time to time plus 1%. Such Agreement further provides for
Nordion's entitlement to convert all or any portion of FTSI's indebtedness to
Nordion, into shares of FTSI.
Nordion hereby provides notice to FTSI, that it desires to convert into common
shares of FTSI, all interest accrued and outstanding on FTSI's indebtedness to
Nordion as at March 31, 1996. The conversion of such interest into shares of
FTSI shall be effected at a price per share of $.80 (US). FTSI shall issue a
share certificate to Nordion representing such shares. As at March 31, 1996,
$86,277 (US) of interest has accrued and is outstanding on FTSI's indebtedness
to Nordion.
<PAGE>
By signing this Letter Agreement, FTSI agrees to the conversion of the
aforementioned interest into common shares of FTSI.
Yours very truly,
Frank M. Fraser
Vice President, Market Development
The foregoing is acknowledged and agreed this 31st day of March 1996.
FOOD TECHNOLOGY SERVICE INC.
by:
----------------------------------
Sam Whitney, Chairman
cc: Bill Moffai
Ben Butler
Mr. Sam Whitney April 2, 1996
Food Technology Service Inc.
1801 Thonotosassa Road
Plant City, Florida
33566
Dear Sir:
Further to our letter of November 23, 1994, a copy of which is enclosed, Nordion
agrees to further extend payment of the debt owed by FTSI to January 4, 1997
based upon the terms set out in that letter, except that the conversion price
shall be at the lower of $.80 U.S. and the then current market price.
Yours very truly,
NORDION INTERNATIONAL INC.
by:
------------------------------------
F.M. Fraser
Vice-President, Market Development
The foregoing is acknowledged and
agreed this 3 day of April, 1996
FOOD TECHNOLOGY SERVICE, INC.
by:
----------------------------------
April 2, 1996
Mr. Frank Frazer
Nordion International Inc.
447 March Road
Kanata, Ontario
K2K 1X8
Reference: Equity Investments in Food Technology Services Incorporated
Dear Sir:
Thank you for your subscription in our corporation and payment in full in the
amount of U.S. $33,000.
We appreciate your participation in our organization and this letter confirms
your ownership of 41,250 shares at U.S. $.80 in the capital of FTSI as a result
of your $33,000 investment of April 2, 1996.
Yours very truly,
Food Technology Services Inc.
by:
---------------------------------
Sam Whitney, Chairman
cc: B. Butler
May 2, 1996
Mr. Frank Frazer
Nordion International Inc.
447 March Road
Kanata, Ontario
K2K 1X8
Reference: Equity Investments in Food Technology Services Incorporated
Dear Sir:
Thank you for your subscription in our corporation and payment in full in the
amount of U.S. $27,000.
We appreciate your participation in our organization and this letter confirms
your ownership of 33,750 shares at U.S. $.80 in the capital of FTSI as a result
of your $27,000 investment of May 2, 1996.
Yours very truly,
Food Technology Services Inc.
by:
---------------------------------
Sam Whitney, Chairman
cc: B. Butler
June 4, 1996
Mr. Frank Frazer
Nordion International Inc.
447 March Road
Kanata, Ontario
K2K 1X8
Reference: Equity Investments in Food Technology Services Incorporated
Dear Sir:
Thank you for your subscription in our corporation and payment in full in the
amount of U.S. $30,000.
We appreciate your participation in our organization and this letter confirms
your ownership of 37,500 shares at U.S. $.80 in the capital of FTSI as a result
of your $30,000 investment of June 4, 1996.
Yours very truly,
Food Technology Services Inc.
by:
---------------------------------
Sam Whitney, Chairman
cc: B. Butler
June 30, 1996
Food Technology Service, Inc.
1801 Thonotosassa Road
Plant City, Florida
33566
Attention: Mr. Sam Whitney/Chairman
RE: Conversion of Nordion International Inc.'s ("Nordion") accrued interest on
Indebtedness of Food Technology Service, Inc. ("FTSI")
Dear Sir:
As you know, Nordion is committed to food irradiation and has provided support
to ensure the ongoing success of FTSI. We have provided marketing assistance,
technical advice and expertise generally. We wish to extend our involvement with
FTSI and by this letter, request conversion of outstanding interest into equity.
Reference is made to the Letter Agreement dated November 23, 1994 between FTSI
and Nordion providing amongst other things, the interest rate applicable to the
entire indebtedness owing by FTSI to Nordion.
Pursuant to such Letter Agreement interest accrues on all outstanding
indebtedness owed to FTSI to Nordion at the Barnett Bank (Florida) U.S. prime
rate in effect from time to time plus 1%. Such Agreement further provides for
Nordion's entitlement to convert all or any portion of FTSI's indebtedness to
Nordion, into shares of FTSI.
Nordion hereby provides notice to FTSI, that it desires to convert into common
shares of FTSI, all interest accrued and outstanding on FTSI's indebtedness to
Nordion as at June 30, 1996. The conversion of such interest into shares of FTSI
shall be effected at a price per share of $.80 (U.S.). FTSI shall issue a share
certificate to Nordion representing such shares. As at June 30, 1996, $85,683.50
(U.S.) of interest has accrued and is outstanding on FTSI's indebtedness to
Nordion.
<PAGE>
By signing this Letter Agreement, FTSI agrees to the conversion of the
aforementioned interest into common shares of FTSI.
Yours very truly,
- ------------------------------------
Frank M. Fraser
Vice President, Market Development
The foregoing is acknowledged and agreed this 30th day of June 1996.
FOOD TECHNOLOGY SERVICE INC.
by:
------------------------------
Sam Whitney, Chairman
cc: Bill Moffat
June 30, 1996
Food Technology Service, Inc.
1801 Thonotosassa Road
Plant City, Florida
33566
Attention: Mr. Sam Whitney/Chairman
RE: Conversion of Nordion International Inc.'s ("Nordion") Indebtedness of Food
Technology Service, Inc. ("FTSI")
Dear Sir:
As you know, Nordion is committed to food irradiation and has provided support
to ensure the ongoing success of FTSI. We have provided marketing assistance,
technical advice and expertise generally. We wish to extend our involvement with
FTSI and by this letter, request conversion of outstanding interest into equity.
Reference is made to the Letter Agreement dated November 23, 1994 between FTSI
and Nordion providing amongst other things, the interest rate applicable to the
entire indebtedness owing by FTSI to Nordion.
Pursuant to such Letter Agreement interest accrues on all outstanding
indebtedness owed to FTSI to Nordion at the Barnett Bank (Florida) U.S. prime
rate in effect from time to time plus 1%. Such Agreement further provides for
Nordion's entitlement to convert all or any portion of FTSI's indebtedness to
Nordion, into shares of FTSI.
Nordion hereby provides notice to FTSI, that it desires to convert into common
shares of FTSI, $50,000 (U.S.) of FTSI's indebtedness to Nordion as at June 30,
1996. The conversion shall be effected at a price per share of $0.80 (U.S.).
FTSI shall issue a share certificate to Nordion representing such shares.
<PAGE>
By signing this Letter Agreement, FTSI agrees to the conversion of the
aforementioned amount into common shares of FTSI.
Yours very truly,
- -----------------------------------
Frank M. Fraser
Vice President, Market Development
The foregoing is acknowledged and agreed this 30th day of June 1996.
FOOD TECHNOLOGY SERVICE INC.
by:
-----------------------------------
Sam Whitney, Chairman
cc: Ben Butler
July 2, 1996
Mr. Frank Fraser
Nordion International Inc.
447 March Road
Kanata, Ontario
K2K 1X8
Reference: Equity Investments in Food Technology Services Incorporated
Dear Sir:
Thank you for your subscription in our corporation and payment in full in the
amount of U.S. $25,000.
We appreciate your participation in our organization and this letter confirms
your ownership of 31,250 shares at U.S. $.80 in the capital of FTSI as a result
of your $25,000 investment of July 2, 1996.
Yours very truly,
Food Technology Services Inc.
by:
---------------------------------
Sam Whitney, Chairman
cc: B. Butler
C. McGuire
July 26, 1996
Mr. Frank Fraser
Nordion International Inc.
447 March Road
Kanata, Ontario
K2K 1X8
Reference: Equity Investments in Food Technology Services Incorporated
Dear Sir:
Thank you for your subscription in our corporation and payment in full in the
amount of U.S. $30,000.
We appreciate your participation in our organization and this letter confirms
your ownership of 37,500 shares at U.S. $.80 in the capital of FTSI as a result
of your $30,000 investment of July 26, 1996.
Yours very truly,
Food Technology Services Inc.
by:
---------------------------------
Sam Whitney, Chairman
cc: B. Butler
C. McGuire
16 August, 1996
Food Technology Service, Inc.
1801 Thonotosassa Road
Plant City
Florida 33566
Attention: Mr. Sam Whitney
Acting Chairman
Dear Sir:
Nordion International Inc. ("Nordion") agrees to pay and forward as per your
request and on behalf of Food Technology Service, Inc. ("FTSI") the sums of
$47,100.47 and $25,184.05 U.S., forming a total $72,284.52 U.S., respecting
tangible personal property taxes (1995) and real estate taxes (1995) past due by
FTSI to Polk County authority, Florida (made payable to Jack Fouts, Tax
Collector).
In consideration of such payment of $72,284.52 U.S. FTSI agrees to sell and
issue to Nordion 90,355 shares ($0.80 U.S. per share) in the common stock of
FTSI.
If in agreement, please sign in the space provided below.
Yours truly,
NORDION INTERNATIONAL INC.
by:
---------------------------------
The foregoing is acknowledged
and agreed this 19th day of
August, 1996
FOOD TECHNOLOGY SERVICE INC.,
by:
--------------------------------------
Acting Chairman of the Board and CEO
September 10, 1996
Mr. Frank Fraser
Nordion International Inc.
447 March Road
Kanata, Ontario
K2K 1X8
Reference: Equity Investments in Food Technology Services Incorporated
Dear Sir:
Thank you for your subscription in our corporation and payment in full in the
amount of U.S. $25,000.
We appreciate your participation in our organization and this letter confirms
your ownership of 31,250 shares at U.S. $.80 in the capital of FTSI as a result
of your $25,000 investment of September 10, 1996.
Yours very truly,
Food Technology Services Inc.
by:
---------------------------------
Sam Whitney, Chairman
cc: B. Butler
C. McGuire
26 September, 1996
Mr. Frank Fraser
Nordion International Inc.
447 March Road
Kanata, Ontario
K2K 1X8
Reference: Equity Investments in Food Technology Services Incorporated
Dear Sir:
Thank you for your subscription in our corporation and payment in full in the
amount of U.S. $3,741.05 re Stock Certificates.
We appreciate your participation in our organization and this letter confirms
your ownership of 4,676 shares at U.S. $.80 in the capital of FTSI as a result
of your $3,741.05 investment of September 26, 1996.
Yours very truly,
Food Technology Services Inc.
by:
---------------------------------
Sam Whitney, Chairman
cc: B. Butler
C. McGuire
September 30, 1996
Food Technology Service, Inc.
1801 Thonotosassa Road
Plant City, Florida
33566
Attention: Mr. Sam Whitney/Chairman
RE: Conversion of Nordion International Inc.'s ("Nordion") accrued interest on
Indebtedness of Food Technology Service, Inc. ("FTSI")
Dear Sir:
As you know, Nordion is committed to food irradiation and has provided support
to ensure the ongoing success of FTSI. We have provided marketing assistance,
technical advice and expertise generally. We wish to extend our involvement with
FTSI and by this letter, request conversion of outstanding interest into equity.
Reference is made to the Letter Agreement dated November 23, 1994 between FTSI
and Nordion providing amongst other things, the interest rate applicable to the
entire indebtedness owing by FTSI to Nordion.
Pursuant to such Letter Agreement interest accrues on all outstanding
indebtedness owed to FTSI to Nordion at the Barnett Bank (Florida) U.S. prime
rate in effect from time to time plus 1%. Such Agreement further provides for
Nordion's entitlement to convert all or any portion of FTSI's indebtedness to
Nordion, into shares of FTSI.
Nordion hereby provides notice to FTSI, that it desires to convert into common
shares of FTSI, all interest accrued and outstanding on FTSI's indebtedness to
Nordion as at September 30, 1996. The conversion of such interest into shares of
FTSI shall be effected at a price per share of $0.80 (U.S.). FTSI shall issue a
share certificate to Nordion representing such shares. As at September 30, 1996,
$82,272.41 (U.S.) of interest has accrued and is outstanding on FTSI's
indebtedness to Nordion.
<PAGE>
By signing this Letter Agreement, FTSI agrees to the conversion of the
aforementioned interest into common shares of FTSI.
Yours very truly,
- --------------------------------------
Frank M. Fraser
Vice President, Market Development
The foregoing is acknowledged and agreed this 30th day of September 1996.
FOOD TECHNOLOGY SERVICE INC.
by:
----------------------------------
Sam Whitney, Chairman
cc: B. Moffat
N. Gotfrit
B. Butler
October 11, 1996
Mr. Frank Fraser
Nordion International Inc.
447 March Road
Kanata, Ontario
K2K 1X8
Reference: Equity Investments in Food Technology Services Incorporated
Dear Sir:
Thank you for your subscription in our corporation and payment in full in the
amount of U.S. $20,000.
We appreciate your participation in our organization and this letter confirms
your ownership of 25,000 shares at U.S. $.80 in the capital of FTSI as a result
of your $20,000 investment of October 11, 1996.
Yours very truly,
Food Technology Services Inc.
by:
---------------------------------
Sam Whitney, Chairman
cc: B. Butler
C. McGuire
November 7, 1996
Mr. Frank Fraser
Nordion International Inc.
447 March Road
Kanata, Ontario
K2K 1X8
Reference: Equity Investments in Food Technology Services Incorporated
Dear Sir:
Thank you for your subscription in our corporation and payment in full in the
amount of U.S. $20,000.
We appreciate your participation in our organization and this letter confirms
your ownership of 25,000 shares at U.S. $.80 in the capital of FTSI as a result
of your $20,000 investment of November 7, 1996.
Yours very truly,
Food Technology Services Inc.
by:
---------------------------------
Sam Whitney, Chairman
cc: B. Butler
C. McGuire
December 9, 1996
Mr. Frank Fraser
Nordion International Inc.
447 March Road
Kanata, Ontario
K2K 1X8
Reference: Equity Investments in Food Technology Services Incorporated
Dear Sir:
Thank you for your subscription in our corporation and payment in full in the
amount of U.S. $25,000.
We appreciate your participation in our organization and this letter confirms
your ownership of 31,250 shares at U.S. $.80 in the capital of FTSI as a result
of your $25,000 investment of December 9, 1996.
Yours very truly,
Food Technology Services Inc.
by:
---------------------------------
Sam Whitney, Chairman
cc: B. Butler
C. McGuire
December 16, 1996
Mr. Frank Fraser
Nordion International Inc.
447 March Road
Kanata, Ontario
K2K 1X8
Reference: Equity Investments in Food Technology Services Incorporated
Dear Sir:
Thank you for your subscription in our corporation and payment in full in the
amount of U.S. $18,000.
We appreciate your participation in our organization and this letter confirms
your ownership of 22,500 shares at U.S. $.80 in the capital of FTSI as a result
of your $18,000 investment of December 16, 1996.
Yours very truly,
Food Technology Services Inc.
by:
---------------------------------
Pete Ellis, President & CEO
cc: S. Whitney
B. Butler
C. McGuire
December 31, 1996
Pete Ellis
FTSI
502 Prairie Mine Road
Mulberry, Florida, U.S.A.
33860
Attention: Mr. Pete Ellis/President CEO
RE: Conversion of MDS Nordion's ("Nordion") Indebtedness of Food Technology
Service, Inc. ("FTSI")
Dear Sir:
As you know, Nordion is committed to food irradiation and has provided support
to ensure the ongoing success of FTSI. We have provided marketing assistance,
technical advice and expertise generally. We wish to extend our involvement with
FTSI and by this letter, request conversion of outstanding interest into equity.
Reference is made to the Letter Agreement dated November 23, 1994 between FTSI
and Nordion providing amongst other things, the interest rate applicable to the
entire indebtedness owing by FTSI to Nordion.
Pursuant to such Letter Agreement interest accrues on all outstanding
indebtedness owed to FTSI to Nordion at the Barnett Bank (Florida) U.S. prime
rate in effect from time to time plus 1%. Such Agreement further provides for
Nordion's entitlement to convert all or any portion of FTSI's indebtedness to
Nordion, into shares of FTSI.
Nordion hereby provides notice to FTSI, that it desires to convert into common
shares of FTSI, $190,000 (U.S.) of FTSI's indebtedness to Nordion as at Dec. 31,
1996. This conversion shall be effected at a price per share of $0.80 (U.S.).
FTSI shall issue a share certificate to Nordion representing such shares
(237,500 shares).
<PAGE>
By signing this Letter Agreement, FTSI agrees to the conversion of the
aforementioned amount into common shares of FTSI.
Yours very truly,
- -------------------------------------------
Frank M. Fraser
Vice President, Market Development
The foregoing is acknowledged and agreed this 17th day of March 1997.
FOOD TECHNOLOGY SERVICE INC.
by:
--------------------------------------
Pete Ellis, President & CEO
cc: B. Butler
B. Moffat
December 31, 1996
Food Technology Service, Inc.
1801 Thonotosassa Road
Plant City, Florida
33566
Attention: Mr. Pete Ellis/President CEO
RE: Conversion of MDS Nordion's ("Nordion") accrued interest on Indebtedness
of Food Technology Service, Inc. ("FTSI")
Dear Sir:
As you know, Nordion is committed to food irradiation and has provided support
to ensure the ongoing success of FTSI. We have provided marketing assistance,
technical advice and expertise generally. We wish to extend our involvement with
FTSI and by this letter, request conversion of outstanding interest into equity.
Reference is made to the Letter Agreement dated November 23, 1994 between FTSI
and Nordion providing amongst other things, the interest rate applicable to the
entire indebtedness owing by FTSI to Nordion.
Pursuant to such Letter Agreement interest accrues on all outstanding
indebtedness owed to FTSI to Nordion at the Barnett Bank (Florida) U.S. prime
rate in effect from time to time plus 1%. Such Agreement further provides for
Nordion's entitlement to convert all or any portion of FTSI's indebtedness to
Nordion, into shares of FTSI.
Nordion hereby provides notice to FTSI, that it desires to convert into common
shares of FTSI, all interest accrued and outstanding on FTSI's indebtedness to
Nordion as at Dec. 31, 1996. The conversion of such interest into shares of FTSI
shall be effected at a price per share of $.80 (U.S.). FTSI shall issue a share
certificate to Nordion representing such shares. As at Dec. 31, 1996, $82,272.41
(U.S.) of interest has accrued and is outstanding on FTSI's indebtedness to
Nordion.
<PAGE>
By signing this Letter Agreement, FTSI agrees to the conversion of the
aforementioned interest into common shares of FTSI.
Yours very truly,
- -------------------------------------------
Frank M. Fraser
Vice President, Market Development
The foregoing is acknowledged and agreed this 22th day of June 1997.
FOOD TECHNOLOGY SERVICE INC.
by:
--------------------------------------
Pete Ellis, President & CEO
cc: Bill Moffat
Ben Butler
January 13, 1997
Mr. Frank Fraser
MDS Nordion Inc.
447 March Road
Kanata, Ontario
K2K 1X8
Reference: Equity Investments in Food Technology Services Incorporated
Dear Sir:
Thank you for your subscription in our corporation and payment in full in the
amount of U.S. $15,000.
We appreciate your participation in our organization and this letter confirms
your ownership of 18,750 shares at U.S. $.80 in the capital of FTSI as a result
of your $15,000 investment of January 13, 1997.
Yours very truly,
Food Technology Services Inc.
by:
---------------------------------
Pete Ellis, President & CEO
cc: S. Whitney
B. Butler
C. McGuire
February 7, 1997
Mr. Frank Fraser
MDS Nordion Inc.
447 March Road
Kanata, Ontario
K2K 1X8
Reference: Equity Investments in Food Technology Services Incorporated
Dear Sir:
Thank you for your subscription in our corporation and payment in full in the
amount of U.S. $20,000.
We appreciate your participation in our organization and this letter confirms
your ownership of 25,000 shares at U.S. $.80 in the capital of FTSI as a result
of your $20,000 investment of February 7, 1997.
Yours very truly,
Food Technology Services Inc.
by:
---------------------------------
Pete Ellis, President & CEO
cc: S. Whitney
B. Butler
C. McGuire
February 28, 1997
Mr. Frank Fraser
MDS Nordion Inc.
447 March Road
Kanata, Ontario
K2K 1X8
Reference: Equity Investments in Food Technology Services Incorporated
Dear Sir:
Thank you for your subscription in our corporation and payment in full in the
amount of U.S. $20,000.
We appreciate your participation in our organization and this letter confirms
your ownership of 25,000 shares at U.S. $.80 in the capital of FTSI as a result
of your $20,000 investment of February 28, 1997.
Yours very truly,
Food Technology Services Inc.
by:
---------------------------------
Pete Ellis, President & CEO
cc: S. Whitney
B. Butler
C. McGuire
March 13, 1997
FTSI
502 Prairie Mine Road
Mulberry, Florida, U.S.A.
33860
Attention: Mr. Pete Ellis
Dear Sir:
MDS Nordion ("Nordion") agrees to pay and forward as per your request and on
behalf of Food Technology Service, Inc. ("FTSI") the sums of $51,604.04 and
$22,177.41 U.S., forming a total $73,781.45 U.S., respecting tangible personal
property taxes (1995) and real estate taxes (1995) past due by FTSI to Polk
County authority, Florida (made payable to Joe G. Tedder, Polk County Tax
Collector).
In consideration of such payment of $73,781.45 U.S. FTSI agrees to sell and
issue to Nordion 92,227 shares ($0.80 U.S. per share) in the common stock of
FTSI.
If in agreement, please sign in the space provided below.
Yours very truly,
MDS NORDION
by:
---------------------------------
Frank M. Fraser
Vice President, Market Development
The foregoing is acknowledged and agreed
this 14 day of March, 1997
FOOD TECHNOLOGY SERVICE INC.,
by:
--------------------------------------
Pete Ellis
President and CEO
March 13, 1997
Mr. Pete Ellis
FTSI
502 Prairie Mine Road
Mulberry, Florida U.S.A.
33860
Dear Sir,
Further to our letter of April 2, 1996, a copy of which is enclosed, Nordion
agrees to further extend payment of the debt owed by FTSI to January 4, 1998
based upon the terms set out in that letter.
Yours very truly,
MDS NORDION
by: F.M. Fraser
Vice-President, Market Development
The foregoing is acknowledged and agreed this 17 day of March, 1997.
FOOD TECHNOLOGY SERVICE, INC.
by:
--------------------------------------
Pete Ellis
President/CEO FTSI
March 14, 1997
FTSI
502 Prairie Mine Road
Mulberry, Florida U.S.A.
33860
Attention: Pete Ellis
Dear Sir,
Please acknowledge that the signed agreement dated Dec. 31, 1996, referring to
MDS Nordion's Indebtedness of FTSI, converting the amount of $68,000 to shares,
has been destroyed.
The attached agreement converting $190,000 to shares should replace it.
Yours truly,
MDS NORDION
by:
------------------------------------
Frank M. Fraser
Vice President, Market Development
The foregoing is acknowledged and agreed
this 14 day of March, 1997
FOOD TECHNOLOGY SERVICE INC.,
by:
--------------------------------
Pete Ellis
President and CEO
March 17, 1997
Mr. Frank Fraser
MDS Nordion Inc.
447 March Road
Kanata, Ontario
K2K 1X8
Reference: Equity Investments in Good Technology Services Incorporated
Dear Sir:
Thank you for your subscription in our corporation and payment in full in the
amount of US $18,500.
We appreciate your participation in our organization and this letter confirms
your ownership of 23,125 shares at US $.80 in the capital of FTSI as a result of
your $18,500 investment of March 17, 1997.
Yours very truly,
Food Technology Services Inc.
by:
-------------------------------------
Pete Ellis, President & CEO
cc: B. Butler
C. McGuire
March 31, 1997
Food Technology Service, Inc.
502 Prairie Mine Road
Mulberry
Florida, 33860
U.S.A.
Attention: Mr. Pete Ellis/President, CEO
RE: Conversion of MDS Nordion's ("Nordion") Indebtedness of Food Technology
Service, Inc. ("FTSI")
Dear Sir:
As you know, Nordion is committed to food irradiation and has provided support
to ensure the ongoing success of FTSI. We have provided marketing assistance,
technical advice and expertise generally. We wish to extend our involvement with
FTSI and by this letter, request conversion of outstanding interest into equity.
Reference is made to the Letter Agreement dated November 23, 1994 between FTSI
and Nordion providing amongst other things, the interest rate applicable to the
entire indebtedness owing by FTSI to Nordion.
Pursuant to such Letter Agreement interest accrues on all outstanding
indebtedness owed to FTSI to Nordion at the Barnett Bank (Florida) U.S. prime
rate in effect from time to time plus 1%. Such Agreement further provides for
Nordion's entitlement to convert all or any portion of FTSI's indebtedness to
Nordion, into shares of FTSI.
Nordion hereby provides notice to FTSI, that it desires to convert into common
shares of FTSI, $120,000 (U.S.) of FTSI's indebtedness to Nordion as at March
31, 1997. This conversion shall be effected at a price per share of $0.80 (US).
FTSI shall issue a share certificate to Nordion representing such shares
(150,000 shares).
<PAGE>
Food Technology Service, Inc. 2
March 31, 1997
By signing this Letter Agreement, FTSI agrees to the conversion of the
aforementioned amount into common shares of FTSI.
Yours very truly,
Frank M. Fraser
Vice President, Market Development
The foregoing is acknowledged and agreed this 20 day of May 1997.
FOOD TECHNOLOGY SERVICE INC.
by:
--------------------------------------
Pete Ellis, President & CEO
cc: Brian Gilhooly
Ben Butler
March 31, 1997
Food Technology Service, Inc.
1801 Thonotosassa Road
Plant City, Florida
33566
Attention: Mr. Pete Ellis/President, CEO
RE: Conversion of MDS Nordion's ("Nordion") accrued interest on Indebtedness of
Food Technology Service, Inc. ("FTSI")
Dear Sir:
As you know, Nordion is committed to food irradiation and has provided support
to ensure the ongoing success of FTSI. We have provided marketing assistance,
technical advice and expertise generally. We wish to extend our involvement with
FTSI and by this letter, request conversion of outstanding interest into equity.
Reference is made to the Letter Agreement dated November 23, 1994 between FTSI
and Nordion providing amongst other things, the interest rate applicable to the
entire indebtedness owing by FTSI to Nordion.
Pursuant to such Letter Agreement interest accrues on all outstanding
indebtedness owed to FTSI to Nordion at the Barnett Bank (Florida) U.S. prime
rate in effect from time to time plus 1%. Such Agreement further provides for
Nordion's entitlement to convert all or any portion of FTSI's indebtedness to
Nordion, into shares of FTSI.
Nordion hereby provides notice to FTSI, that it desires to convert into common
shares of FTSI, all interest accrued and outstanding on FTSI's indebtedness to
Nordion as at March 31, 1997. The conversion of such interest into shares of
FTSI shall be effected at a price per share of $.80 (US). FTSI shall issue a
share certificate to Nordion representing such shares. As at March 31, 1997,
$88,258.50 (US) of interest has accrued and is outstanding on FTSI's
indebtedness to Nordion.
<PAGE>
By signing this Letter Agreement, FTSI agrees to the conversion of the
aforementioned interest into common shares of FTSI.
Yours very truly,
Frank M. Fraser
Vice President, Market Development
The foregoing is acknowledged and agreed this 8 day of May 1997.
FOOD TECHNOLOGY SERVICE INC.
by:
--------------------------------------
Pete Ellis, President & CEO
cc: Brian Gilhooly
Ben Butler
16 April, 1997
Mr. Frank Fraser
MDS Nordion Inc.
447 March Road
Kanata, Ontario
K2K 1X8
Reference: Equity Investments in Food Technology Services Incorporated
Dear Sir:
Thank you for your subscription in our corporation and payment in full in the
amount of US $15,000.00.
We appreciate your participation in our organization and this letter confirms
your ownership of 18,750 shares at US $.80 in the capital FTSI as a result of
your $15,000 investment of April 16, 1997.
Yours very truly,
Food Technology Services Inc.
by:
-------------------------------------
Pete Ellis, President & CEO
cc: B. Butler
C. McGuire
June 3, 1997
Mr. Frank Fraser
MDS Nordion Inc.
447 March Road
Kanata, Ontario
K2K 1X8
Reference: Equity Investments in Food Technology Services Incorporated
Dear Sir:
Thank you for your subscription in our corporation and payment in full in the
amount of US $13,000.00.
We appreciate your participation in our organization and this letter confirms
your ownership of 16,250 shares at US $.80 in the capital FTSI as a result of
your $13,000 investment of June 3, 1997.
Yours very truly,
Food Technology Services Inc.
by:
-------------------------------------
Pete Ellis, President & CEO
cc: B. Butler
C. McGuire
June 13, 1997
Mr. Frank Fraser
MDS Nordion Inc.
447 March Road
Kanata, Ontario
K2K 1X8
Reference: Equity Investments in Food Technology Services Incorporated
Dear Sir:
Thank you for your subscription in our corporation and payment in full in the
amount of US $20,000.
We appreciate your participation in our organization and this letter confirms
your ownership of 25,000 shares at US $.80 in the capital FTSI as a result of
your $20,000 investment of June 13, 1997.
Yours very truly,
Food Technology Services Inc.
by:
-------------------------------------
Pete Ellis, President & CEO
cc: B. Butler
C. McGuire
June 30, 1997
Food Technology Service, Inc.
1801 Thonotosassa Road
Plant City, Florida
33566
Attention: Mr. Pete Ellis/President CEO
RE: Conversion of MDS Nordion's ("Nordion") accrued interest on Indebtedness of
Food Technology Service, Inc. ("FTSI")
Dear Sir:
As you know, Nordion is committed to food irradiation and has provided support
to ensure the ongoing success of FTSI. We have provided marketing assistance,
technical advice and expertise generally. We wish to extend our involvement with
FTSI and by this letter, request conversion of outstanding interest into equity.
Reference is made to the Letter Agreement dated November 23, 1994 between FTSI
and Nordion providing amongst other things, the interest rate applicable to the
entire indebtedness owing by FTSI to Nordion.
Pursuant to such Letter Agreement interest accrues on all outstanding
indebtedness owed to FTSI to Nordion at the Barnett Bank (Florida) U.S. prime
rate in effect from time to time plus 1%. Such Agreement further provides for
Nordion's entitlement to convert all or any portion of FTSI's indebtedness to
Nordion, into shares of FTSI.
Nordion hereby provides notice to FTSI, that it desires to convert into common
shares of FTSI, all interest accrued and outstanding on FTSI's indebtedness to
Nordion as at June 30, 1997. The conversion of such interest into shares of FTSI
shall be effected at a price per share of $.80 (US). FTSI shall issue a share
certificate to Nordion representing such shares. As at June 30, 1997, $77,002.94
(US) of interest has accrued and is outstanding on FTSI's indebtedness to
Nordion.
<PAGE>
By signing this Letter Agreement, FTSI agrees to the conversion of the
aforementioned interest into common shares of FTSI.
Yours very truly,
Frank M. Fraser
Vice President, Market Development
The foregoing is acknowledged and agreed this 18 day of August 1997.
FOOD TECHNOLOGY SERVICE INC.
by:
--------------------------------------
Pete Ellis, President & CEO
cc: Brian Gilhooly
Ben Butler
4 July, 1997
Mr. Frank Fraser
MDS Nordion Inc.
447 March Road
Kanata, Ontario
K2K 1X8
Reference: Equity Investments in Food Technology Services Incorporated
Dear Sir:
Thank you for your subscription in our corporation and payment in full in the
amount of US $20,000.
We appreciate your participation in our organization and this letter confirms
your ownership of 25,000 shares at US $.80 in the capital FTSI as a result of
your $20,000 investment of July 4, 1997.
Yours very truly,
Food Technology Services Inc.
by:
-------------------------------------
Pete Ellis, President & CEO
cc: B. Butler
C. McGuire
17 July, 1997
Mr. Frank Fraser
MDS Nordion Inc.
447 March Road
Kanata, Ontario
K2K 1X8
Reference: Equity Investments in Food Technology Services Incorporated
Dear Sir:
Thank you for your subscription in our corporation and payment in full in the
amount of US $20,000.
We appreciate your participation in our organization and this letter confirms
your ownership of 25,000 shares at US $.80 in the capital FTSI as a result of
your $20,000 investment of 17 July, 1997.
Yours very truly,
Food Technology Services Inc.
by:
-------------------------------------
Pete Ellis, President & CEO
cc: B. Butler
C. McGuire
31 July, 1997
Mr. Frank Fraser
MDS Nordion Inc.
447 March Road
Kanata, Ontario
K2K 1X8
Reference: Equity Investments in Food Technology Services Incorporated
Dear Sir:
Thank you for your subscription in our corporation and payment in full in the
amount of US $20,000.
We appreciate your participation in our organization and this letter confirms
your ownership of 25,000 shares at US $.80 in the capital FTSI as a result of
your $20,000 investment of 31 July, 1997.
Yours very truly,
Food Technology Services Inc.
by:
-------------------------------------
Pete Ellis, President & CEO
cc: B. Butler
C. McGuire
26 August, 1997
Mr. Frank Fraser
MDS Nordion Inc.
447 March Road
Kanata, Ontario
K2K 1X8
Reference: Equity Investments in Food Technology Services Incorporated
Dear Sir:
Thank you for your subscription in our corporation and payment in full in the
amount of US $20,000.
We appreciate your participation in our organization and this letter confirms
your ownership of 25,000 shares at US $.80 in the capital FTSI as a result of
your $20,000 investment of 26 August, 1997.
Yours very truly,
Food Technology Services Inc.
by:
-------------------------------------
Pete Ellis, President & CEO
cc: B. Butler
C. McGuire
22 September, 1997
Mr. Frank Fraser
MDS Nordion Inc.
447 March Road
Kanata, Ontario
K2K 1X8
Reference: Equity Investments in Food Technology Services Incorporated
Dear Sir:
Thank you for your subscription in our corporation and payment in full in the
amount of US $20,000.00.
We appreciate your participation in our organization and this letter confirms
your ownership of 25,000 shares at US $.80 in the capital FTSI as a result of
your $20,000 investment of September 22, 1997.
Yours very truly,
Food Technology Services Inc.
by:
-------------------------------------
Pete Ellis, President & CEO
cc: B. Butler
C. McGuire
September 30, 1997
Food Technology Service, Inc.
502 Prairie Mine Road
Mulberry
Florida, 33860
U.S.A.
Attention: Mr. Pete Ellis/President, CEO
RE: Conversion of MDS Nordion's ("Nordion") Indebtedness of Food Technology
Service, Inc. ("FTSI")
Dear Sir:
As you know, Nordion is committed to food irradiation and has provided support
to ensure the ongoing success of FTSI. We have provided marketing assistance,
technical advice and expertise generally. We wish to extend our involvement with
FTSI and by this letter, request conversion of outstanding interest into equity.
Reference is made to the Letter Agreement dated November 23, 1994 between FTSI
and Nordion providing amongst other things, the interest rate applicable to the
entire indebtedness owing by FTSI to Nordion.
Pursuant to such Letter Agreement interest accrues on all outstanding
indebtedness owed to FTSI to Nordion at the Barnett Bank (Florida) U.S. prime
rate in effect from time to time plus 1%. Such Agreement further provides for
Nordion's entitlement to convert all or any portion of FTSI's indebtedness to
Nordion, into shares of FTSI.
Nordion hereby provides notice to FTSI, that it desires to convert into common
shares of FTSI, $100,000 (U.S.) of FTSI's indebtedness to Nordion as at
September 30, 1997. This conversion shall be effected at a price per shares of
$0.80 (US). FTSI shall issue a share certificate to Nordion representing such
shares (125,000 shares).
<PAGE>
Conversion of Indebtedness of FTSI Page 2
September 30, 1997
By signing this Letter Agreement, FTSI agrees to the conversion of the
aforementioned interest into common shares of FTSI.
Yours very truly,
Frank M. Fraser
Vice President, Market Development
The foregoing is acknowledged and agreed this 30 day of Sept 1997.
FOOD TECHNOLOGY SERVICE INC.
by:
--------------------------------------
Pete Ellis, President & CEO
cc: Brian Gilhooly
Ben Butler
September 30, 1997
Food Technology Service, Inc.
502 Prairie Mine Road
Mulberry
Florida, 33860
U.S.A.
Attention: Mr. Pete Ellis/President, CEO
RE: Conversion of MDS Nordion's ("Nordion") Accrued Interest on Indebtedness of
Food Technology Service, Inc. ("FTSI")
Dear Sir:
As you know, Nordion is committed to food irradiation and has provided support
to ensure the ongoing success of FTSI. We have provided marketing assistance,
technical advice and expertise generally. We wish to extend our involvement with
FTSI and by this letter, request conversion of outstanding interest into equity.
Reference is made to the Letter Agreement dated November 23, 1994 between FTSI
and Nordion providing amongst other things, the interest rate applicable to the
entire indebtedness owing by FTSI to Nordion.
Pursuant to such Letter Agreement interest accrued on all outstanding
indebtedness owed to FTSI to Nordion at the Barnett Bank (Florida) U.S. prime
rate in effect from time to time plus 1%. Such Agreement further provides for
Nordion's entitlement to convert all or any portion of FTSI's indebtedness to
Nordion, into shares of FTSI.
Nordion hereby provides notice to FTSI, that it desires to convert into common
shares of FTSI, all interest accrued and outstanding on FTSI's indebtedness to
Nordion as at Sept. 30, 1997. The conversion of such interest into shares of
FTSI shall be effected at a price per share of $.80 (US). FTSI shall issue a
share certificate to Nordion representing such shares. As at Sept. 30, 1997,
$77,003.00 (US) of interest ha accrued and is outstanding on FTSI's indebtedness
to Nordion.
<PAGE>
Conversion of Accrued Interest on Indebtedness Page 2
September 30, 1997
By signing this Letter Agreement, FTSI agrees to the conversion of the
aforementioned interest into common shares of FTSI.
Yours very truly,
Frank M. Fraser
Vice President, Market Development
The foregoing is acknowledged and agreed this 30 day of Sept. 1997.
FOOD TECHNOLOGY SERVICE INC.
by:
--------------------------------------
Pete Ellis, President & CEO
cc: Brian Gilhooly
Ben Butler
October 3, 1997
Mr. Frank Fraser
MDS Nordion Inc.
447 March Road
Kanata, Ontario
K2K 1X8
Reference: Equity Investments in Food Technology Services Incorporated
Dear Sir:
Thank you for your subscription in our corporation and payment in full in the
amount of US $20,000.00.
We appreciate your participation in our organization and this letter confirms
your ownership of 25,000 shares at US $.80 in the capital FTSI as a result of
your $20,000 investment of October 3, 1997.
Yours very truly,
Food Technology Services Inc.
by:
-------------------------------------
Pete Ellis, President & CEO
cc: B. Butler
C. McGuire
November 3, 1997
Food Technology Service, Inc.
502 Prairie Mine Road
Mulberry
Florida, 33860
U.S.A.
Attention: Mr. Pete Ellis/President, CEO
RE: Conversion of MDS Nordion's ("Nordion") Indebtedness of Food Technology
Service, Inc. ("FTSI")
Dear Sir:
As you know, Nordion is committed to food irradiation and has provided support
to ensure the ongoing success of FTSI. We have provided marketing assistance,
technical advice and expertise generally.
Reference is made to the Letter Agreement dated November 23, 1994 between FTSI
and Nordion providing amongst other things, the interest rate applicable to the
entire indebtedness owing by FTSI to Nordion.
Pursuant to such Letter Agreement interest accrues on all outstanding
indebtedness owed to FTSI to Nordion at the Barnett Bank (Florida) U.S. prime
rate in effect from time to time plus 1%. Such Agreement further provides for
Nordion's entitlement to convert all or any portion of FTSI's indebtedness to
Nordion, into shares of FTSI.
Nordion hereby provides notice to FTSI, that it desires to convert into common
shares of FTSI, $1,000,000,000 (U.S.) of FTSI's indebtedness to Nordion as at
November 3, 1997. This conversion shall be effected at a price per shares of
$0.80 (US). FTSI shall issue a share certificate to Nordion representing such
shares (1,250,000 shares).
<PAGE>
Conversion of Indebtedness Page 2
November 3, 1997
By signing this Letter Agreement, FTSI agrees to the conversion of the
aforementioned amount into common shares of FTSI.
Yours very truly,
Frank M. Fraser
Vice President, Market Development
The foregoing is acknowledged and agreed this 3 day of Nov. 1997.
FOOD TECHNOLOGY SERVICE INC.
by:
--------------------------------------
Pete Ellis, President & CEO
cc: Brian Gilhooly
Ben Butler
N. Gotfrit
November 10, 1997
Mr. Frank Fraser
MDS Nordion
447 March Road
Kanata, Ontario K2K 1X8
Reference: Equity Investments in Food Technology Services Inc.
Dear Sir:
We acknowledge receipt of US $12,000 on November 4, 1997.
We appreciate your participation in our organization and this letter confirms
that your ability to convert this $12,000 loan into 15,000 shares at US $0.80 in
the capital of FTSI be at your option.
Yours very truly,
Food Technology Services, Inc.
by:
-------------------------------------
Pete Ellis, President & CEO
cc: B. Butler
C. McGuire
November 10, 1997
Mr. Frank Fraser
MDS Nordion
447 March Road
Kanata, Ontario K2K 1X8
Reference: Equity Investments in Food Technology Services Inc.
Dear Sir:
We acknowledge receipt of US $18,000 on November 4, 1997.
We appreciate your participation in our organization and this letter confirms
that your ability to convert this $18,000 loan into 22,500 shares at US $0.80 in
the capital of FTSI be at your option.
Yours very truly,
FOOD TECHNOLOGY SERVICES, INC.
by:
-------------------------------------
Pete Ellis, President & CEO
cc: B. Butler
C. McGuire
FOOD TECHnology Service, Inc.
Dedicated to Preventing Food-Borne Illness
November 18, 1997
Mr. Frank Fraser
MDS Nordion
447 March Road
Kanata, Ontario K2K 1X8
Reference: Equity Investments in Food Technology Service, Inc.
Dear Frank:
We acknowledge receipt of US $25,000 on November 18, 1997.
We appreciate your participation in our organization and this letter
confirms that your ability to convert this $25,000 loan into 31,250 shares at US
$0.80 in the capital of FTSI be at your option.
Yours very truly,
FOOD TECHNOLOGY SERVICE, INC.
by:
Pete Ellis, President & CEO
cc: B. Butler
C. McGuire
FOOD TECHnology Service, Inc.
Dedicated to Preventing Food-Borne Illness
December 5, 1997
Mr. Frank Fraser
MDS Nordion
447 March Road
Kanata, Ontario K2K 1X8
Reference: Equity Investments in Food Technology Service, Inc.
Dear Frank:
We acknowledge receipt of US $20,000 on December 5, 1997.
We appreciate your participation in our organization and this letter
confirms that your ability to convert this $20,000 loan into 25,000 shares at US
$0.80 in the capital of FTSI be at your option.
Yours very truly,
FOOD TECHNOLOGY SERVICE, INC.
by:
Pete Ellis, President & CEO
cc: B. Butler
C. McGuire
MDS Nordion
Science Advancing Health
12 December, 1997
Mr. Pete Ellis
President & CEO
Food Technology Service, Inc. (FTSI)
502 Prairie Mine Road
Mulberry
FL 33860
Dear Sir,
Further to our letter of March 13, 1997, a copy of which is enclosed, MDS
Nordion agrees to further extend payment of the debt owned by FTSI to January 4,
1999 based upon the terms set out in that letter, and subject to MDS Nordion's
right to convert the debt into equity of FTSI, at any time.
Yours very truly,
Frank M. Fraser
Vice President
Market Development Division
We acknowledge and concur with the foregoing
this 15th day of December 1997
Food Technology Service, Inc.
by:
Pete Ellis
President/CEO FTSI
FOOD TECHnology Service, Inc.
Dedicated to Preventing Food-Borne Illness
December 19, 1997
Mr. Frank Fraser
MDS Nordion
447 March Road
Kanata, Ontario K2K 1X8
Reference: Equity Investments in Food Technology Service, Inc.
---------------------------------------------------
Dear Frank:
We acknowledge receipt of US $20,000 on December 19, 1997.
We appreciate your participation in our organization and this letter
confirms that your ability to convert this $20,000 loan into 25,000 shares at US
$0.80 in the capital of FTSI be at your option.
Yours very truly,
FOOD TECHNOLOGY SERVICE, INC.
by: /s/ Pete Ellis
--------------------------------
Pete Ellis, President & CEO
cc: B. Butler
C. McGuire
MDS Nordion
Science Advancing Health
December 29, 1997
Food Technology Service, Inc.
502 Prairie Mine Road
Mulberry
Florida, 33860
U.S.A.
Attention: Mr. Pete Ellis/President and CEO
RE: Conversion of MDS Nordion's ("Nordion") Indebtedness of Food Technology
Service, Inc. ("FTSI")
Dear Sir:
As you know, Nordion is committed to food irradiation and has provided support
to ensure the ongoing success of FTSI. We have provided marketing assistance,
technical advice and expertise generally.
Reference is made to the Letter Agreement dated November 23, 1994 between FTSI
and Nordion providing amongst other things, the interest rate applicable to the
entire indebtedness owing by FTSI to Nordion.
Pursuant to such Letter Agreement interest accrues on all outstanding
indebtedness owed to FTSI to Nordion at the Barnett Bank (Florida) U.S. prime
rate in effect from time to time plus 1%. Such Agreement further provides for
Nordion's entitlement to convert all or any portion of FTSI's indebtedness to
Nordion, into shares of FTSI.
Nordion hereby provides notice to FTSI, that it desires to convert into common
shares of FTSI, $1,000,000.00 (U.S.) of FTSI's indebtedness to Nordion as of
December 29, 1997. This conversion shall be effected at a price per share of
$0.80 (US). FTSI shall issue a share certificate to Nordion representing such
shares (1,250,000 shares).
<PAGE>
Conversion of Indebtedness of FTSI
December 29, 1997
By signing this Letter Agreement, FTSI agrees to the conversion of the
aforementioned amount into common shares of FTSI.
Yours very truly,
Frank M. Fraser
Vice President, Market Development
The foregoing is acknowledged and agreed this 29th day of December 1997.
FOOD TECHNOLOGY SERVICE, INC.
by:
Pete Ellis, President & CEO
cc: Brian Gilhooly
Ben Butler
N. Gotfrit
MDS Nordion
Science Advancing Health
December 29, 1997
Food Technology Service, Inc.
502 Prairie Mine Road
Mulberry
Florida, 33860
U.S.A.
Attention: Mr. Pete Ellis/President and CEO
RE: Conversion of MDS Nordion's ("Nordion") Indebtedness of Food Technology
Service, Inc. ("FTSI")
Dear Sir:
As you know, Nordion is committed to food irradiation and has provided support
to ensure the ongoing success of FTSI. We have provided marketing assistance,
technical advice and expertise generally.
Reference is made to the Letter Agreement dated November 23, 1994 between FTSI
and Nordion providing amongst other things, the interest rate applicable to the
entire indebtedness owing by FTSI to Nordion.
Pursuant to such Letter Agreement interest accrues on all outstanding
indebtedness owed to FTSI to Nordion at the Barnett Bank (Florida) U.S. prime
rate in effect from time to time plus 1%. Such Agreement further provides for
Nordion's entitlement to convert all or any portion of FTSI's indebtedness to
Nordion, into shares of FTSI.
Nordion hereby provides notice to FTSI, that it desires to convert into common
shares of FTSI, $600,000.00 (U.S.) of FTSI's indebtedness to Nordion as of
December 29, 1997. This conversion shall be effected at a price per share of
$0.80 (US). FTSI shall issue a share certificate to Nordion representing such
shares (750,000 shares).
<PAGE>
Conversion of Indebtedness of FTSI
December 29, 1997
By signing this Letter Agreement, FTSI agrees to the conversion of the
aforementioned amount into common shares of FTSI.
Yours very truly,
Frank M. Fraser
Vice President, Market Development
The foregoing is acknowledged and agreed this 29 day of December 1997.
FOOD TECHNOLOGY SERVICE, INC.
by:
Pete Ellis, President & CEO
cc: Brian Gilhooly
Ben Butler
N. Gotfrit
FOOD TECHnology Service, Inc.
Dedicated to Preventing Food-Borne Illness
January 9, 1998
Mr. Frank Fraser
MDS Nordion
447 March Road
Kanata, Ontario K2K 1X8
Reference: Equity Investments in Food Technology Service, Inc.
Dear Frank:
We acknowledge receipt of US $20,000 on January 9, 1998.
We appreciate your participation in our organization and this letter
confirms that your ability to convert this $20,000 loan into 25,000 shares at US
$0.80 in the capital of FTSI be at your option.
Yours very truly,
FOOD TECHNOLOGY SERVICE, INC.
by:
Pete Ellis, President & CEO
cc: B. Butler
C. McGuire
N. Gotfrit
MDS Nordion
Science Advancing Health
2 February, 1998
Food Technology Service, Inc.(FTSI)
502 Prairie Mine Rd.
Mulberry
Florida, 33860
U.S.A.
Attention: Mr. Pete Ellis/President and CEO
Reference: Short Term Cash Advance
Dear Sir:
As you know, MDS Nordion is committed to food irradiation and has provided
support to ensure the ongoing success of FTSI.
As requested, MDS Nordion will forward to FTSI US$10,000 to cover expenses until
such time that FTSI receives funds from its private placement. It is expected
that FTSI will repay this US$10,000 cash advance to MDS Nordion within 5 working
days after receipt of funds but the advance will otherwise be in accordance with
our existing agreements.
Yours very truly,
Frank M. Fraser
Vice President
Market Development Division
<PAGE>
To Mr. Pete Ellis
Short Term Cash Advance
2 February, 1998
The foregoing is acknowledged and agreed this 2nd day of February 1998.
FOOD TECHNOLOGY SERVICE, INC.
by:
Pete Ellis, President & CEO
cc: Brian Gilhooly
Ben Butler
N. Gotfrit
MDS Nordion
Science Advancing Health
12 February, 1998
Food Technology Service, Inc.
502 Prairie Mine Road
Mulberry
Florida, 33860
U.S.A.
Attention: Mr. Pete Ellis/President and CEO
Reference: Short Term Cash Advance
Dear Sir:
As you know, MDS Nordion is committed to food irradiation and has provided
support to ensure the ongoing success of FTSI.
As requested, MDS Nordion will forward to FTSI US$20,000 to cover expenses until
such time that FTSI receives funds from its private placement. It is expected
that FTSI will repay this US$20,000 cash advance to MDS Nordion within 5 working
days after receipt of funds but the advance will otherwise be in accordance with
our existing agreements.
Yours very truly,
Frank M. Fraser
Vice President
Market Development Division
<PAGE>
To Mr. Pete Ellis
Short Term Cash Advance
12 February, 1998
The foregoing is acknowledged and agreed this 12nd day of February 1998.
FOOD TECHNOLOGY SERVICE, INC.
by:
Pete Ellis, President & CEO
cc: Brian Gilhooly
Ben Butler
N. Gotfrit
FOOD TECHnology Service, Inc.
Dedicated to Preventing Food-Borne Illness
March 9, 1998
Mr. Frank Fraser
MDS Nordion
447 March Road
Kanata, Ontario K2K 1X8
Reference: Equity Investments in Food Technology Service, Inc.
Dear Frank:
We acknowledge receipt of US $75,000 on March 9, 1998.
We appreciate your participation in our organization and this letter
confirms that your ability to convert this $75,000 loan into 93,750 shares at US
$0.80 in the capital of FTSI be at your option.
Yours very truly,
FOOD TECHNOLOGY SERVICE, INC.
by:
Pete Ellis, President & CEO
cc: B. Butler
C. McGuire
N. Gotfrit
MDS Nordion
Science Advancing Health
13 March, 1998
Food Technology Service, Inc. (FTSI)
502 Prairie Mine Road
Mulberry
Florida, 33860, U.S.A.
Attention: Mr. Pete Ellis/President and CEO
Dear Sir:
Further to our recent discussions, this letter confirms that the conversion rate
that has been agreed to for loans to the company since August 1, 1997 in the
amount of US$300,000.00 would be at 70% of the closing price on the last trade
date prior to exercise of the conversion right. This conversion rate will apply
to such amounts in lieu of the US$0.80 described in the previous correspondence
provided when each advance was provided. The loans are otherwise in accordance
with the prior arrangements with respect to security and other matters.
Yours truly,
Frank M. Fraser
Vice President
Market Development Division
The foregoing is acknowledged and agreed this 13th day of March 1998.
FOOD TECHNOLOGY SERVICE, INC.
by:
Pete Ellis, President & CEO
cc: Brian Gilhooly
Ben Butler
N. Gotfrit
FOOD TECHnology Service, Inc.
Dedicated to Preventing Food-Borne Illness
April 3, 1998
Mr. Frank Fraser
MDS Nordion
447 March Road
Kanata, Ontario K2K 1X8
Reference: Equity Investments in Food Technology Service, Inc.
Dear Frank:
Food Technology Service, Inc. hereby confirms the loan of $20,731.85 US
made to FTSI by Nordion, on the 3rd day of April 1998. This letter confirms that
the foregoing loan and accrued interest is convertible at Nordion's option into
common stock of FTSI, at 70% of the closing price on the last trade date prior
to exercise of the conversion right of Nordion. FTSI acknowledges that the
foregoing loan and accrued interest may be called for repayment by Nordion at
any time upon demand. With the exception of the conversion option as noted
above, this loan is otherwise in accordance with the previous arrangements with
respect to security, rate of interest, and other matters.
Yours very truly,
FOOD TECHNOLOGY SERVICE, INC.
by:
Pete Ellis, President & CEO
cc: B. Butler
C. McGuire
N. Gotfrit
FOOD TECHnology Service, Inc.
Dedicated to Preventing Food-Borne Illness
April 9, 1998
Mr. Frank Fraser
MDS Nordion
447 March Road
Kanata, Ontario K2K 1X8
Reference: Equity Investments in Food Technology Service, Inc.
Dear Frank:
Food Technology Service, Inc. hereby confirms the loan of $15,000.00 US
made to FTSI by Nordion, on the 9th day of April 1998. This letter confirms that
the foregoing loan and accrued interest is convertible at Nordion's option into
common stock of FTSI, at 70% of the closing price on the last trade date prior
to exercise of the conversion right of Nordion. FTSI acknowledges that the
foregoing loan and accrued interest may be called for repayment by Nordion at
any time upon demand. With the exception of the conversion option as noted
above, this loan is otherwise in accordance with the previous arrangements with
respect to security, rate of interest, and other matters.
Yours very truly,
FOOD TECHNOLOGY SERVICE, INC.
by:
Pete Ellis, President & CEO
cc: B. Butler
C. McGuire
N. Gotfrit
FOOD TECHnology Service, Inc.
Dedicated to Preventing Food-Borne Illness
April 24, 1998
Mr. Frank Fraser
MDS Nordion
447 March Road
Kanata, Ontario K2K 1X8
Reference: Equity Investments in Food Technology Service, Inc.
Dear Frank:
Food Technology Service, Inc. hereby confirms the loan of $15,000.00 US
made to FTSI by Nordion, on the 24th day of April 1998. This letter confirms
that the foregoing loan and accrued interest is convertible at Nordion's option
into common stock of FTSI, at 70% of the closing price on the last trade date
prior to exercise of the conversion right of Nordion. FTSI acknowledges that the
foregoing loan and accrued interest may be called for repayment by Nordion at
any time upon demand. With the exception of the conversion option as noted
above, this loan is otherwise in accordance with the previous arrangements with
respect to security, rate of interest, and other matters.
Yours very truly,
FOOD TECHNOLOGY SERVICE, INC.
by:
Pete Ellis, President & CEO
cc: B. Butler
C. McGuire
N. Gotfrit
FOOD TECHnology Service, Inc.
Dedicated to Preventing Food-Borne Illness
May 8, 1998
Mr. Craig Hunter
MDS Nordion
447 March Road
Kanata, Ontario K2K 1X8
Reference: Equity Investments in Food Technology Service, Inc.
Dear Craig:
Food Technology Service, Inc. hereby confirms the loan of $20,000.00 US
made to FTSI by Nordion, on the 8th day of May 1998. This letter confirms that
the foregoing loan and accrued interest is convertible at Nordion's option into
common stock of FTSI, at 70% of the closing price on the last trade date prior
to exercise of the conversion right of Nordion. FTSI acknowledges that the
foregoing loan and accrued interest may be called for repayment by Nordion at
any time upon demand. With the exception of the conversion option as noted
above, this loan is otherwise in accordance with the previous arrangements with
respect to security, rate of interest, and other matters.
Yours very truly,
FOOD TECHNOLOGY SERVICE, INC.
by:
Pete Ellis, President & CEO
cc: B. Butler
C. McGuire
N. Gotfrit
FOOD TECHnology Service, Inc.
Dedicated to Preventing Food-Borne Illness
June 12, 1998
Mr. Craig Hunter
MDS Nordion
447 March Road
Kanata, Ontario K2K 1X8
Reference: Equity Investments in Food Technology Service, Inc.
Dear Craig:
Food Technology Service, Inc. hereby confirms the loan of $25,000.00 US
made to FTSI by Nordion, on the 12th day of June 1998. This letter confirms that
the foregoing loan and accrued interest is convertible at Nordion's option into
common stock of FTSI, at 70% of the closing price on the last trade date prior
to exercise of the conversion right of Nordion. FTSI acknowledges that the
foregoing loan and accrued interest may be called for repayment by Nordion at
any time upon demand. With the exception of the conversion option as noted
above, this loan is otherwise in accordance with the previous arrangements with
respect to security, rate of interest, and other matters.
Yours very truly,
FOOD TECHNOLOGY SERVICE, INC.
by:
Pete Ellis, President & CEO
cc: B. Butler
C. McGuire
N. Gotfrit
FOOD TECHnology Service, Inc.
Dedicated to Preventing Food-Borne Illness
August 28, 1998
Mr. Craig Hunter
MDS Nordion
447 March Road
Kanata, Ontario K2K 1X8
Reference: Equity Investments in Food Technology Service, Inc.
Dear Craig:
Food Technology Service, Inc. hereby confirms the loan of $10,000.00 US
made to FTSI by Nordion, on the 28th day of August 1998. This letter confirms
that the foregoing loan and accrued interest is convertible at Nordion's option
into common stock of FTSI, at 70% of the closing price on the last trade date
prior to exercise of the conversion right of Nordion. FTSI acknowledges that the
foregoing loan and accrued interest may be called for repayment by Nordion at
any time upon demand. With the exception of the conversion option as noted
above, this loan is otherwise in accordance with the previous arrangements with
respect to security, rate of interest, and other matters.
Yours very truly,
FOOD TECHNOLOGY SERVICE, INC.
by:
Pete Ellis, President & CEO
cc: B. Butler
C. McGuire
N. Gotfrit
FOOD TECHnology Service, Inc.
Dedicated to Preventing Food-Borne Illness
October 23, 1998
Mr. Craig Hunter
MDS Nordion
447 March Road
Kanata, Ontario K2K 1X8
Dear Craig:
Food Technology Service, Inc. (FTSI) is in the process of obtaining a
line of credit to cover operating cash needs of its business. MDS Nordion has
agreed to provide a temporary bridge loan to meet immediate cash needs until
this line of credit is in place.
FTSI hereby confirms the bridge loan of $15,000.00 US made to FTSI by
Nordion, on the 23rd day of October 1998. This letter confirms that the
foregoing loan and accrued interest is convertible at Nordion's option into
common stock of FTSI, at 70% of the closing price on the last trade date prior
to exercise of the conversion right of Nordion. FTSI acknowledges that the
foregoing loan and accrued interest may be called for repayment by Nordion at
any time upon demand. With the exception of the conversion option as noted
above, this loan is otherwise in accordance with the previous arrangements with
respect to security, rate of interest, and other matters.
Yours very truly,
FOOD TECHNOLOGY SERVICE, INC.
Pete Ellis
President & CEO
MDS Nordion
Science Advancing Health
October 23, 1998
Food Technology Service, Inc.
502 Prairie Mine Road
Mulberry, Florida, 33860
U.S.A.
RE: Fleet National Bank Guarantee
Dear Pete:
This letter confirms Food Technology Service, Inc.'s ("FTSI") agreement to repay
to MDS Nordion Inc. ("Nordion") upon demand, all sums including interest or
penalties paid by Nordion to Fleet National Bank or other financial institution
(the "Bank"), from time to time, under the guarantee provided to the Bank by
Nordion, with respect to the line of credit in favour of FTSI. Prior to each
draw upon the line of credit, FTSI shall first obtain Nordion's prior written
consent.
All outstanding amounts owed by FTSI to Nordion pursuant to such guarantee will
accrue interest at the Barnett Bank (Florida), U.S. prime interest rate in
effect from time to time, plus 1% and shall be subject to previous arrangements
with respect to security for repayment of FTSI indebtedness to Nordion. FTSI
further agrees that any amount and any accrued interest hereunder owing to
Nordion is convertible at Nordion's option into common stock of FTSI at 70% of
the closing price on the last trade date prior to exercise of the conversion
right of Nordion. FTSI further agrees to pay a standby fee annually to Nordion
in the amount of .1% of the maximum amount guaranteed (currently $300,000 US).
Yours very truly,
MDS NORDION INC.
by:
The foregoing is acknowledged and agreed this 26th day of October 1998.
FOOD TECHNOLOGY SERVICE, INC.
by:
Pete Ellis, President & CEO
cc: Ben Butler
Brian Gilhooly
Mike Thomas
Unlimited Guaranty and Indemnity Agreement
This Agreement is made between the Guarantor and FLEET
NATIONAL BANK (the "Bank"), and in consideration of the extension, modification,
or renewal of credit or forbearance by Bank to Food Technology Service, Inc.
whose address is 502 Prairie Mine Road, Mulberry, Florida 33860 (the "Debtor").
1. GUARANTY. The Guarantor hereby unconditionally guarantees to Bank the payment
when due, by acceleration or otherwise, of all indebtedness, liabilities and
obligations of Debtor to Bank of every kind and nature whether absolute or
contingent (including liability pursuant to any guarantee or endorsement by
Debtor), direct or indirect, primary or secondary, joint or several), and
whether heretofore or hereafter created, arising or existing or at any time due
and owing from Debtor to Bank including without limitation the payment of all
bills, notes, checks, drafts, trade acceptances and other evidences of debt upon
or by reason of which Debtor may or shall be liable or obligated to Bank as
maker, drawer, endorser, acceptor or otherwise in any manner whatsoever
(collectively the "Indebtedness"). The obligations under this Agreement are
without limitation as to amount, unless specifically restricted or limited in
the Special Provisions section of this Agreement. Further, the obligations under
this Agreement are cumulative and in addition to obligations under any other
guaranty or indemnity previously given by the Guarantor to Bank and not
terminated in writing by Bank.
2. UNCONDITIONAL ABSOLUTE GUARANTY. The Guarantor's liability hereunder shall be
direct, immediate and absolute and shall not be conditioned or contingent upon
the pursuit, exercise or prosecution by the Bank of any remedies, and the Bank
shall have and may exercise against the Guarantor any and all of the rights and
remedies that it might exercise against a principal debtor upon a past due and
liquidated obligation. This instrument shall constitute an unconditional,
continuing guarantee independent of and in addition to any other security,
collateral, endorsement or guarantee held by the Bank for the Indebtedness or
any part thereof. The liability of the Guarantor hereunder shall not be
impaired, altered or otherwise affected by (i) the taking of or release of any
other or additional security for or guarantee of the Indebtedness or any part
thereof, (ii) any neglect, failure or omission to hold, perfect, protect or rely
on or realize upon any such other or additional security or guarantee, (iii) any
extension of credit in excess of the limit, if any, of this guarantee, (iv) any
renewal, extension, modification, compounding, compromise, payment, replacement
or discharge of the Indebtedness or any part thereof or (v) any other act,
failure to act, or thing whatsoever, which but for this Section 2 would
constitute a release of any obligations of the Guarantor, and all of which the
Guarantor hereby consents to without notice to the Guarantor.
Any payment of principal or interest, acknowledgment, promise or other
act by or on behalf of the Debtor, the effect of which would take any right
which the Bank may have against Debtor out of the operation of any statute of
limitations shall have a like effect with respect to the right which the Bank
may have hereunder against the Guarantor notwithstanding the Guarantor's lack of
notice thereof or consent thereto.
The Guarantor waives notice of acceptance of this guarantee; notice
that any Indebtedness has been incurred; presentment, demand, protest, notice of
dishonor of any note or Indebtedness; or notice to the Guarantor, Debtor, or any
other person, of Debtor's default. The Guarantor authorizes the Bank in its sole
discretion to direct the order or manner of the disposition of the collateral
and the enforcement of any and all endorsements and guaranties relating to the
Indebtedness. Any payments or credits received from Debtor, Guarantor, or any
other source may be applied to the Indebtedness in whatever order or manner Bank
elects.
3. INDEMNITY. The Guarantor hereby agrees to indemnify the Bank and hold it
harmless from and against any and all losses, expenses and damages incurred by
the Bank in connection with or as a result of the assertion of any and all
claims for the return of moneys (including the proceeds of any collateral)
received or applied by the Bank in partial or full payment of the Indebtedness,
including without limitation all other applicable laws, or that the payment of
such moneys or the giving of such collateral to the Bank constituted a
preference or fraudulent transfer under the Bankruptcy Code or any other
applicable statute. This indemnity shall extend to and include all moneys
recovered from or paid over by the Bank as a result of such claims, regardless
of the basis thereof, and all costs and expenses including reasonable attorneys
fees incurred by the Bank in investigation, evaluating and contesting such
claims, regardless of the outcome. The Guarantor's liability pursuant to this
Section 3 shall survive any termination of this Agreement to the extent of all
moneys (including proceeds of any collateral) received by the Bank on account of
that portion of the Indebtedness (and any renewals, modifications or extensions
thereof, or replacements therefor, whether made before or after such
termination) for which the Guarantor under the terms of this agreement remains
liable notwithstanding such termination, whether such moneys are recovered from,
or paid over by, the Bank before or after such termination. The indemnity
provided by this paragraph is in addition to the guarantee set forth elsewhere
in this Agreement, and shall be limited only to the extent that the Guarantor's
liability hereunder is limited in the Special Provisions section of this
Agreement.
4. TERMINATION. The liability of the Guarantor under this agreement may be
terminated to the extent hereinafter permitted only (i) if the Debtor has no
outstanding obligations to Bank, Bank has no continuing commitments to lend to
Debtor, and Bank receives written notice of the Guarantor's intent to terminate
this agreement signed by the Guarantor, (ii) upon the written agreement of the
Bank, or (iii) upon the Bank's receiving written notice of the death of the
Guarantor if the Guarantor is an individual. Any termination of the Guarantor's
liability under this Agreement shall be effective only as to the portion of the
Indebtedness not committed by the Bank prior to or created or arising subsequent
to such termination and provided further that this Agreement and the Guarantor's
liability hereunder shall remain in full force and effect with respect to the
portion of the Indebtedness committed, created, arising or existing prior to
such termination and to all renewals, extensions and modifications thereof,
whether made before or after such termination.
If there are more than one Guarantor, including guarantors of the
Indebtedness under separate agreements, the liability hereunder of any of them
may be terminated in the manner and to the extent provided above, but the
liability of those of the Guarantor whose liability hereunder is not terminated
shall continue in full force and effect as though executed only by those of the
Guarantor remaining.
The payment in full of all Indebtedness outstanding at any time shall
not discharge or otherwise affect the Guarantor's liability hereunder with
respect to Indebtedness thereafter created or arising prior to the termination
of such liability as herein provided, unless this Agreement is otherwise
terminated as provided herein.
5. SECURITY. The Bank shall have a security interest in and right of setoff with
respect to all deposits or other sums credited by and due from the Bank to the
Guarantor and a security interest in all securities or other property of the
Guarantor in the Bank's possession for safekeeping or otherwise. The Bank's
security interests shall secure payment of all obligations under this Agreement
and the payment and performance of all other obligations of the Guarantor to the
Bank, whether direct or indirect, absolute or contingent, due or to become due,
now existing or hereafter arising. In the event any obligation becomes due under
this Agreement, regardless of the adequacy of collateral and without any demand
or notice, except a required by applicable law, the Bank may apply or setoff
such deposits or other sums and may sell or dispose of any or all of such
securities or other property and may exercise any and all rights it may have
under the New York Uniform Commercial Code, as in effect form time to time. The
rights of the Bank under this Agreement are in addition to, and not exclusive
of, any other rights it may have with respect to such deposits, sums,
securities, or other property under other agreements or applicable principles of
law. The Bank shall have no duty to take steps to preserve rights against prior
parties as to such securities or other property. Borrower and any Guarantor
hereby grant to Bank, a lien, security interest and right of setoff as security
for all liabilities and obligations to Bank, whether now or existing or
hereafter arising, upon and against all deposits, credits, collateral and
property, now or hereafter in the possession, custody, safekeeping or control of
Bank or any entity under control of Fleet Financial Group, Inc., or in transit
to any of them. At any time, without demand or notice, Bank may set off the same
or any part thereof and apply the same to any liability or obligation of
Borrower and any Guarantor even though unmatured and regardless of the adequacy
of any other collateral securing the Loan. ANY AND ALL RIGHTS TO REQUIRE BANK TO
EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH
SECURES THE LOAN, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH
DEPOSITS, CREDITS OR OTHER PROPERTY OF THE BORROWER OR ANY GUARANTOR, ARE HEREBY
KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.
6. GUARANTY OBLIGATIONS DUE. In case of (i) the death, legal incapacity,
insolvency, liquidation, dissolution, merger, consolidation, or other change of
organizational structure of the Guarantor, (ii) suspension of the usual business
of the Guarantor, (iii) institution of bankruptcy proceedings or other
proceedings of any kind for the relief or collection of debt by or against the
Guarantor (including, without limitation, assignments for the benefit of
creditors, appointment of trustees, receivers, or custodians for a material part
of the Guarantor's assets, levies upon or attachments of assets, the filing of
judgments not fully insured or bonded or removed within thirty days, or the
filing of tax liens), (iv) transfer of a material portion of the assets of the
Guarantor, (v) any financial statement or information furnished by the Guarantor
to Bank having been false or misleading in any material respect as of the date
furnished, (vi) default (after applicable grace and cure periods) by the
Guarantor under any other agreement between the Guarantor and the Bank, (vii)
any default or other reason by which the Indebtedness shall have become due and
payable, the Indebtedness at the option of the Bank shall become immediately due
and payable by the Guarantor irrespective of any other contract or agreement
fixing the date of maturity.
7. FINANCIAL INFORMATION. From time to time, but no less often than annually,
the Guarantor shall provide the Bank with such financial statements, copies of
tax returns, and other information as, and in the form, the Bank may request.
8. COSTS OF COLLECTION. The Guarantor on demand shall pay all expenses of the
Bank, including without limitation reasonable attorney's fees, in connection
with enforcement and collection of the Indebtedness and obligations under this
Agreement.
9. SUBROGATION. Until such time as the Guarantor's obligation under this
agreement are fully and irrevocably paid in full, the Guarantor hereby
irrevocably waives any claims or rights, including, without limitation, any
right of subrogation, which the Guarantor may now possess or subsequently
acquire against the Debtor or its bankruptcy estate, arising from the
Guarantor's execution of, or payment under, this Agreement, and the Guarantor
agrees that in such instances it shall have no recourse, at law or in equity
against Debtor or its bankruptcy estate arising from any liability imposed upon,
or incurred by, the Guarantor as a result of the Guarantor's execution of this
Agreement.
10. AUTHORIZATION. If the Guarantor is a corporation, partnership or other
organization or association, this agreement is made and entered into by it in
furtherance of its purposes. The execution of this agreement is not contrary to,
or in violation of, its certificate of incorporation, charter or by-laws or any
other agreement or indenture to which it or any of its members is a party or by
which it or its property or its members are bound. The Guarantor and the party
executing this Agreement on its behalf represent to the Bank that the Guarantor
is duly authorized to guarantee the Indebtedness and undertake the within
indemnity.
11. JURISDICTION/WAIVER OF TRIAL BY JURY. The Guarantor agrees that any action
or proceeding to enforce the provisions of the Agreement may be commenced by the
Bank in the New York State Supreme Court in any county, or in the District Court
of the United States in any district in which Bank has an office, and the
Guarantor waives personal service of process and agrees that a summons and
complaint commencing an action or proceeding in any such court shall be properly
served and shall confer personal jurisdiction if served by registered mail to
the Guarantor, or as otherwise provided by the laws of the State of New York or
the United States. BORROWER AND BANK MUTUALLY HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED
HEREON, ARISING OUT OF, UNDER OR IN CONNECTION WITH THE NOTE OR ANY OTHER LOAN
DOCUMENTS CONTEMPLATED TO BE EXECUTED IN CONNECTION HEREWITH OR ANY COURSE OF
CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS
OF ANY PARTY. THIS WAIVER CONSTITUTES A MATERIAL INDUCEMENT FOR BANK TO ACCEPT
THE NOTE AND MAKE THE LOAN.
12. MISCELLANEOUS. If there are more than one Guarantor, the representations,
agreements, obligations and liabilities hereunder of the Guarantor shall be
joint and several. This Agreement shall be binding upon the Guarantor, each of
them and their respective heirs, executors, administrators, legal
representatives, successors and assigns, and shall inure to the benefit of the
Bank, and its successors and assigns, including specifically any assignee of all
or any portion of the Indebtedness.
13. SPECIAL PROVISIONS. Obligations under this agreement are limited to
$300,000.00. All requests for borrowings shall be submitted to the Bank by Food
Technology Service, Inc. (Borrower) and must be accompanied by the written
consent of MDS Nordion, Inc.
There are no oral representations, understandings or warranties with respect to
this Agreement. It may not be changed except by written agreement signed by the
Guarantor and the Bank. The Bank's rights and remedies shall not be modified,
limited or waived by any representation, promise or agreement made, or any
course of conduct, by the Bank after the date of this agreement, unless
evidenced by a written document signed by the Bank. If any provision of this
Agreement is declared unenforceable or invalid in whole or in part for any
reason, the remaining provisions shall continue to be effective.
This Agreement shall be governed by the laws of the State of New York.
Date: October 29, 1998
By: MDS Nordion Inc.
-------------------------------
Title:
-------------------------------
State of New York )
ss.:
County of _______________ )
Individual Acknowledgement
On this ______ day of ________________________, before me, the
subscriber, personally came ___________________________________, to me known to
be the person(s) described in and who executed the foregoing Guaranty, and
acknowledged to me that (s)he/they executed the same.
-----------------------------
Notary Public
Partnership Acknowledgement
On this ______ day of ________________________, before me personally
came ___________________________________, to me known to be the person(s) who
executed the foregoing Guaranty and who, being duly sworn by me, did depose and
say that (s)he is a General Partner in the partnership described in the
foregoing Guaranty, that (s)he acknowledged to me that (s) he executed the same
as the act and deed of such Partnership.
-----------------------------
Notary Public
Corporate Acknowledgement
On this ______ day of ________________________, before me, the
subscriber, personally came ___________________________________, to me known,
who, being by me duly sworn, did depose and say that (s) he resides at
___________________________ and that (s)he is the __________________ of
______________________, the Corporation described in and which executed the
above instrument; and that (s)he executed said instrument by order of the Board
of Directors of said Corporation.
-----------------------------
Notary Public
Unlimited Guaranty and Indemnity Agreement
This Agreement is made between the Guarantor and FLEET
NATIONAL BANK (the "Bank"), and in consideration of the extension, modification,
or renewal of credit or forbearance by Bank to Food Technology Service, Inc.
whose address is 502 Prairie Mine Road, Mulberry, Florida 33860 (the "Debtor").
1. GUARANTY. The Guarantor hereby unconditionally guarantees to Bank the payment
when due, by acceleration or otherwise, of all indebtedness, liabilities and
obligations of Debtor to Bank of every kind and nature whether absolute or
contingent (including liability pursuant to any guarantee or endorsement by
Debtor), direct or indirect, primary or secondary, joint or several), and
whether heretofore or hereafter created, arising or existing or at any time due
and owing from Debtor to Bank including without limitation the payment of all
bills, notes, checks, drafts, trade acceptances and other evidences of debt upon
or by reason of which Debtor may or shall be liable or obligated to Bank as
maker, drawer, endorser, acceptor or otherwise in any manner whatsoever
(collectively the "Indebtedness"). The obligations under this Agreement are
without limitation as to amount, unless specifically restricted or limited in
the Special Provisions section of this Agreement. Further, the obligations under
this Agreement are cumulative and in addition to obligations under any other
guaranty or indemnity previously given by the Guarantor to Bank and not
terminated in writing by Bank.
2. UNCONDITIONAL ABSOLUTE GUARANTY. The Guarantor's liability hereunder shall be
direct, immediate and absolute and shall not be conditioned or contingent upon
the pursuit, exercise or prosecution by the Bank of any remedies, and the Bank
shall have and may exercise against the Guarantor any and all of the rights and
remedies that it might exercise against a principal debtor upon a past due and
liquidated obligation. This instrument shall constitute an unconditional,
continuing guarantee independent of and in addition to any other security,
collateral, endorsement or guarantee held by the Bank for the Indebtedness or
any part thereof. The liability of the Guarantor hereunder shall not be
impaired, altered or otherwise affected by (i) the taking of or release of any
other or additional security for or guarantee of the Indebtedness or any part
thereof, (ii) any neglect, failure or omission to hold, perfect, protect or rely
on or realize upon any such other or additional security or guarantee, (iii) any
extension of credit in excess of the limit, if any, of this guarantee, (iv) any
renewal, extension, modification, compounding, compromise, payment, replacement
or discharge of the Indebtedness or any part thereof or (v) any other act,
failure to act, or thing whatsoever, which but for this Section 2 would
constitute a release of any obligations of the Guarantor, and all of which the
Guarantor hereby consents to without notice to the Guarantor.
Any payment of principal or interest, acknowledgment, promise or other
act by or on behalf of the Debtor, the effect of which would take any right
which the Bank may have against Debtor out of the operation of any statute of
limitations shall have a like effect with respect to the right which the Bank
may have hereunder against the Guarantor notwithstanding the Guarantor's lack of
notice thereof or consent thereto.
The Guarantor waives notice of acceptance of this guarantee; notice
that any Indebtedness has been incurred; presentment, demand, protest, notice of
dishonor of any note or Indebtedness; or notice to the Guarantor, Debtor, or any
other person, of Debtor's default. The Guarantor authorizes the Bank in its sole
discretion to direct the order or manner of the disposition of the collateral
and the enforcement of any and all endorsements and guaranties relating to the
Indebtedness. Any payments or credits received from Debtor, Guarantor, or any
other source may be applied to the Indebtedness in whatever order or manner Bank
elects.
3. INDEMNITY. The Guarantor hereby agrees to indemnify the Bank and hold it
harmless from and against any and all losses, expenses and damages incurred by
the Bank in connection with or as a result of the assertion of any and all
claims for the return of moneys (including the proceeds of any collateral)
received or applied by the Bank in partial or full payment of the Indebtedness,
including without limitation all other applicable laws, or that the payment of
such moneys or the giving of such collateral to the Bank constituted a
preference or fraudulent transfer under the Bankruptcy Code or any other
applicable statute. This indemnity shall extend to and include all moneys
recovered from or paid over by the Bank as a result of such claims, regardless
of the basis thereof, and all costs and expenses including reasonable attorneys
fees incurred by the Bank in investigation, evaluating and contesting such
claims, regardless of the outcome. The Guarantor's liability pursuant to this
Section 3 shall survive any termination of this Agreement to the extent of all
moneys (including proceeds of any collateral) received by the Bank on account of
that portion of the Indebtedness (and any renewals, modifications or extensions
thereof, or replacements therefor, whether made before or after such
termination) for which the Guarantor under the terms of this agreement remains
liable notwithstanding such termination, whether such moneys are recovered from,
or paid over by, the Bank before or after such termination. The indemnity
provided by this paragraph is in addition to the guarantee set forth elsewhere
in this Agreement, and shall be limited only to the extent that the Guarantor's
liability hereunder is limited in the Special Provisions section of this
Agreement.
4. TERMINATION. The liability of the Guarantor under this agreement may be
terminated to the extent hereinafter permitted only (i) if the Debtor has no
outstanding obligations to Bank, Bank has no continuing commitments to lend to
Debtor, and Bank receives written notice of the Guarantor's intent to terminate
this agreement signed by the Guarantor, (ii) upon the written agreement of the
Bank, or (iii) upon the Bank's receiving written notice of the death of the
Guarantor if the Guarantor is an individual. Any termination of the Guarantor's
liability under this Agreement shall be effective only as to the portion of the
Indebtedness not committed by the Bank prior to or created or arising subsequent
to such termination and provided further that this Agreement and the Guarantor's
liability hereunder shall remain in full force and effect with respect to the
portion of the Indebtedness committed, created, arising or existing prior to
such termination and to all renewals, extensions and modifications thereof,
whether made before or after such termination.
If there are more than one Guarantor, including guarantors of the
Indebtedness under separate agreements, the liability hereunder of any of them
may be terminated in the manner and to the extent provided above, but the
liability of those of the Guarantor whose liability hereunder is not terminated
shall continue in full force and effect as though executed only by those of the
Guarantor remaining.
The payment in full of all Indebtedness outstanding at any time shall
not discharge or otherwise affect the Guarantor's liability hereunder with
respect to Indebtedness thereafter created or arising prior to the termination
of such liability as herein provided, unless this Agreement is otherwise
terminated as provided herein.
5. SECURITY. The Bank shall have a security interest in and right of setoff with
respect to all deposits or other sums credited by and due from the Bank to the
Guarantor and a security interest in all securities or other property of the
Guarantor in the Bank's possession for safekeeping or otherwise. The Bank's
security interests shall secure payment of all obligations under this Agreement
and the payment and performance of all other obligations of the Guarantor to the
Bank, whether direct or indirect, absolute or contingent, due or to become due,
now existing or hereafter arising. In the event any obligation becomes due under
this Agreement, regardless of the adequacy of collateral and without any demand
or notice, except a required by applicable law, the Bank may apply or setoff
such deposits or other sums and may sell or dispose of any or all of such
securities or other property and may exercise any and all rights it may have
under the New York Uniform Commercial Code, as in effect form time to time. The
rights of the Bank under this Agreement are in addition to, and not exclusive
of, any other rights it may have with respect to such deposits, sums,
securities, or other property under other agreements or applicable principles of
law. The Bank shall have no duty to take steps to preserve rights against prior
parties as to such securities or other property. Borrower and any Guarantor
hereby grant to Bank, a lien, security interest and right of setoff as security
for all liabilities and obligations to Bank, whether now or existing or
hereafter arising, upon and against all deposits, credits, collateral and
property, now or hereafter in the possession, custody, safekeeping or control of
Bank or any entity under control of Fleet Financial Group, Inc., or in transit
to any of them. At any time, without demand or notice, Bank may set off the same
or any part thereof and apply the same to any liability or obligation of
Borrower and any Guarantor even though unmatured and regardless of the adequacy
of any other collateral securing the Loan. ANY AND ALL RIGHTS TO REQUIRE BANK TO
EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH
SECURES THE LOAN, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH
DEPOSITS, CREDITS OR OTHER PROPERTY OF THE BORROWER OR ANY GUARANTOR, ARE HEREBY
KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.
6. GUARANTY OBLIGATIONS DUE. In case of (i) the death, legal incapacity,
insolvency, liquidation, dissolution, merger, consolidation, or other change of
organizational structure of the Guarantor, (ii) suspension of the usual business
of the Guarantor, (iii) institution of bankruptcy proceedings or other
proceedings of any kind for the relief or collection of debt by or against the
Guarantor (including, without limitation, assignments for the benefit of
creditors, appointment of trustees, receivers, or custodians for a material part
of the Guarantor's assets, levies upon or attachments of assets, the filing of
judgments not fully insured or bonded or removed within thirty days, or the
filing of tax liens), (iv) transfer of a material portion of the assets of the
Guarantor, (v) any financial statement or information furnished by the Guarantor
to Bank having been false or misleading in any material respect as of the date
furnished, (vi) default (after applicable grace and cure periods) by the
Guarantor under any other agreement between the Guarantor and the Bank, (vii)
any default or other reason by which the Indebtedness shall have become due and
payable, the Indebtedness at the option of the Bank shall become immediately due
and payable by the Guarantor irrespective of any other contract or agreement
fixing the date of maturity.
7. FINANCIAL INFORMATION. From time to time, but no less often than annually,
the Guarantor shall provide the Bank with such financial statements, copies of
tax returns, and other information as, and in the form, the Bank may request.
8. COSTS OF COLLECTION. The Guarantor on demand shall pay all expenses of the
Bank, including without limitation reasonable attorney's fees, in connection
with enforcement and collection of the Indebtedness and obligations under this
Agreement.
9. SUBROGATION. Until such time as the Guarantor's obligation under this
agreement are fully and irrevocably paid in full, the Guarantor hereby
irrevocably waives any claims or rights, including, without limitation, any
right of subrogation, which the Guarantor may now possess or subsequently
acquire against the Debtor or its bankruptcy estate, arising from the
Guarantor's execution of, or payment under, this Agreement, and the Guarantor
agrees that in such instances it shall have no recourse, at law or in equity
against Debtor or its bankruptcy estate arising from any liability imposed upon,
or incurred by, the Guarantor as a result of the Guarantor's execution of this
Agreement.
10. AUTHORIZATION. If the Guarantor is a corporation, partnership or other
organization or association, this agreement is made and entered into by it in
furtherance of its purposes. The execution of this agreement is not contrary to,
or in violation of, its certificate of incorporation, charter or by-laws or any
other agreement or indenture to which it or any of its members is a party or by
which it or its property or its members are bound. The Guarantor and the party
executing this Agreement on its behalf represent to the Bank that the Guarantor
is duly authorized to guarantee the Indebtedness and undertake the within
indemnity.
11. JURISDICTION/WAIVER OF TRIAL BY JURY. The Guarantor agrees that any action
or proceeding to enforce the provisions of the Agreement may be commenced by the
Bank in the New York State Supreme Court in any county, or in the District Court
of the United States in any district in which Bank has an office, and the
Guarantor waives personal service of process and agrees that a summons and
complaint commencing an action or proceeding in any such court shall be properly
served and shall confer personal jurisdiction if served by registered mail to
the Guarantor, or as otherwise provided by the laws of the State of New York or
the United States. BORROWER AND BANK MUTUALLY HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED
HEREON, ARISING OUT OF, UNDER OR IN CONNECTION WITH THE NOTE OR ANY OTHER LOAN
DOCUMENTS CONTEMPLATED TO BE EXECUTED IN CONNECTION HEREWITH OR ANY COURSE OF
CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS
OF ANY PARTY. THIS WAIVER CONSTITUTES A MATERIAL INDUCEMENT FOR BANK TO ACCEPT
THE NOTE AND MAKE THE LOAN.
12. MISCELLANEOUS. If there are more than one Guarantor, the representations,
agreements, obligations and liabilities hereunder of the Guarantor shall be
joint and several. This Agreement shall be binding upon the Guarantor, each of
them and their respective heirs, executors, administrators, legal
representatives, successors and assigns, and shall inure to the benefit of the
Bank, and its successors and assigns, including specifically any assignee of all
or any portion of the Indebtedness.
13. SPECIAL PROVISIONS. Obligations under this agreement are limited to
$500,000.00. All requests for borrowings shall be submitted to the Bank by Food
Technology Service, Inc. (Borrower) and must be accompanied by the written
consent of MDS Nordion, Inc.
There are no oral representations, understandings or warranties with respect to
this Agreement. It may not be changed except by written agreement signed by the
Guarantor and the Bank. The Bank's rights and remedies shall not be modified,
limited or waived by any representation, promise or agreement made, or any
course of conduct, by the Bank after the date of this agreement, unless
evidenced by a written document signed by the Bank. If any provision of this
Agreement is declared unenforceable or invalid in whole or in part for any
reason, the remaining provisions shall continue to be effective.
This Agreement shall be governed by the laws of the State of New York.
Date: December 17, 1999
By: MDS Nordion Inc.
-------------------------------
Title:
-------------------------------
State of New York )
ss.:
County of _______________ )
Individual Acknowledgement
On this ______ day of ________________________, before me, the
subscriber, personally came ___________________________________, to me known to
be the person(s) described in and who executed the foregoing Guaranty, and
acknowledged to me that (s)he/they executed the same.
-----------------------------
Notary Public
Partnership Acknowledgement
On this ______ day of ________________________, before me personally
came ___________________________________, to me known to be the person(s) who
executed the foregoing Guaranty and who, being duly sworn by me, did depose and
say that (s)he is a General Partner in the partnership described in the
foregoing Guaranty, that (s)he acknowledged to me that (s) he executed the same
as the act and deed of such Partnership.
-----------------------------
Notary Public
Corporate Acknowledgement
On this ______ day of ________________________, before me, the
subscriber, personally came ___________________________________, to me known,
who, being by me duly sworn, did depose and say that (s) he resides at
___________________________ and that (s)he is the __________________ of
______________________, the Corporation described in and which executed the
above instrument; and that (s)he executed said instrument by order of the Board
of Directors of said Corporation.
-----------------------------
Notary Public
MDS Nordion
Science Advancing Health
March 23, 1999
Mr. Pete Ellis
President and CEO
Food Technology Service, Inc. (FTSI)
502 Prairie Mine Road
Mulberry, Florida, 33860
U.S.A.
Dear Sir:
Further to our letter of December 12, 1997 a copy of which is attached, MDS
Nordion agrees to further extend payment of the debt owned by FTSI to January 4,
2000 based upon the terms set out in that letter, and subject to MDS Nordion's
right to convert the debt into equity of FTSI, at any time according to terms
set out in our letter agreement of March 13, 1998, and a copy of which is
attached.
Yours very truly,
Mike Thomas
Vice President
Finance and Chief Officer
by:
We acknowledge and concur with the foregoing
this 24 day of March 1999
by:
Pete Ellis, President & CEO
MDS Nordion
Science Advancing Health
January 19, 2000
Mr. Pete Ellis
President and CEO
Food Technology Service, Inc. (FTSI)
502 Prairie Mine Road
Mulberry, FL 33860
U.S.A.
Dear Sir:
Further to our letter of December 12, 1997 a copy of which is attached, MDS
Nordion agrees to further extend payment of the debt owned by FTSI to January 5,
2001 based upon the terms set out in that letter, and subject to MDS Nordion's
right to convert the debt into equity of FTSI, at any time according to terms
set out in our letter agreement of March 13, 1998, and a copy of which is
attached.
Yours very truly,
Mike Thomas
Vice President
Finance & Chief Financial Officer
We acknowledge and concur with the foregoing
this 24th day of March 1999
By:
Pete Ellis, President & CEO
MDS Nordion
Science Advancing Health
March 6, 2000
Food Technology Service, Inc.
502 Prairie Mine Road
Mulberry, Florida 33860 U.S.A.
Attention: Pete Ellis, President and CEO
Dear Sirs:
Re: Simplification of Security Interests
The parties desire to simplify and consolidate the security interests securing
Food Technology Service, Inc's ("FTSI") outstanding debt and other obligations.
Indebtedness
FTSI as at November 30, 1999, acknowledges its indebtedness to MDS Nordion Inc.
("Nordion") in the amount of $900,000US and accrued interest in the amount of
$22,374,50US (the "Debt"), pursuant to cash advances made by Nordion to FTSI
under the Agreement dated December 11, 1991, which sum is currently secured by a
Convertible Debenture (the "Debenture") and the Mortgage and Security Agreement,
respectively dated January 15, 1992. The Debt and any future payment or advance
of funds to FTSI or to its benefit by Nordion after November 30, 1999, continue
to bear annual interest, until full payment, at the rate of the Nations Bank
prime rate in effect from time to time plus one percent (1%). The Debt, interest
accruing thereon and any future advances or payments including payment of
guarantees or indemnities to third parties made by Nordion to FTSI's benefit
(collectively the "Indebtedness") remain, at Nordion's option, convertible at
any time into common shares of FTSI based on the conversion rate of 70% of the
closing price of FTSI's shares listed on NASDAQ on the last trade date prior to
exercise of the conversion right.
Simplification and Consolidation
In order to simplify and consolidate the security interest securing the
Indebtedness Nordion agrees (i) to release and discharge all underlying security
interests registered in the State of Florida, with respect to the purchase of
equipment and cobalt 60 which Nordion holds under the Uniform Commercial Code
and which were registered prior to the date of this letter agreement, excluding
the Debenture and notification of retention of ownership of 2.6m Curies of
cobalt-60 under the agreement dated September 11, 1992, (ii) to discharge the
Mortgage and Security Agreement dated October 22, 1991 which secures payment to
MDS Nordion by FTSI of up to $600,000 US under the terms of the Reimbursement
and Indemnity Agreement dated October 22, 1991 ("Indemnity Agreement"), and
(iii) to discharge the Mortgage and Security Agreement dated January 15, 1992,
in favor of securing the Indebtedness under a new mortgage and security
agreement.
Florida State Requirements
The parties further agree to amend the Indemnity Agreement in order to replace
"Bank of Montreal" in such agreement, with "Canadian Imperial Bank of Commerce
or such other bank as may be designated by Nordion from time to time."
Line of Credit
Additionally, FTSI agrees to indemnify and reimburse Nordion for any payment
Nordion may otherwise make to Fleet National Bank, pursuant to its obligations
under the Unlimited Guaranty and Indemnity Agreement dated October 29, 1998,
issued by Nordion to Fleet National Bank, for the purpose of guaranteeing
repayment of the line of credit granted to and in favor of FTSI, as amended and
as increased in amount from time to time including interest, costs and expenses.
General Indemnity
FTSI agrees to indemnify and reimburse Nordion for any payment made by Nordion
to third parties arising from guarantees or indemnities to third parties issued
by Nordion for the benefit of FTSI.
Implementation
In order to implement the foregoing the parties agree to register a new mortgage
and security agreement replacing the Mortgage and Security Agreement dated
January 15, 1992, which shall be substantially in the same form and which shall
provide as follows:
(1) provide security for payment of the Debt and interest accruing thereon as
set out in the Debenture.
(2) eliminate the total overall mortgage cap (currently capped at
$2,000,000US), and replace it with a total overall mortgage cap of
$7,000,000US.
(3) provide security to Nordion for any payment up to $600,000 US, to be paid
by FTSI to Nordion pursuant to the Indemnity Agreement, wherein, FTS has
agreed to indemnify Nordion against payment, up to $600,000 US, required to
be made by Nordion to Acstar Insurance Company ("Acstar") pursuant to
indemnities entered into by Nordion with Acstar to secure a License and
Permit Bond between FTSI and Acstar for the benefit of the State of
Florida, in the amount $600,000 US;
(4) eliminate the limit on the amount of additional loans from Mortgagee to
Mortgagor under the January 15, 1992 Mortgage and Security Agreement,
(currently capped at $500,000 US in additional loans), to provide that the
new mortgage and security agreement, to the greatest extent possible,
secure (i) FTSI's present or future obligations to Nordion, including but
not limited to additional loans interest, costs and expenses; (ii)
reimbursement to Nordion for any amount expended by Nordion pursuant to any
guarantee, letter of credit, indemnity or any other commitment of any type
by Nordion to a third party for the benefit of FTSI including without
limitation, any guarantee by Nordion of a present or future working capital
loan or line of credit by a third party (including Fleet National Bank), to
FTSI.
Costs and Expenses
FTSI further agrees that it shall pay all taxes and penalties including without
limitation, documentary stamp taxes and intangible taxes, now or hereafter
imposed by applicable governmental authority regarding all prior, existing or
future, financing guarantees, indemnities or security transactions between the
parties, and shall pay all legal costs and attorney's fees incurred in carrying
out the transactions contemplated herein.
Waiver
Nothing contained in this letter agreement invalidates any security now held by
Nordion for payment of the Indebtedness and FTSI hereby waives in favor of
Nordion and its successors and assigns any claims or defences which FTSI may
have regarding or in any way related to the Indebtedness from actions or events
prior to this date and further agrees not to raise any such claims or defences,
if any, against Nordion or its successors or assigns in civil proceedings or
otherwise.
If you concur with the foregoing, please sign in the space provided.
MDS NORDION INC.
By:
We concur this 6th day of
March, 2000
FOOD TECHNOLOGY SERVICE, INC.
By:
