Exhibit 1.8
PROMISSORY NOTE
$1,625,000.00 (U.S.) TORONTO, ONTARIO
DATE: September 28, 2000
1. FOR VALUE RECEIVED the undersigned unconditionally promises to pay on
demand to 495414 ONTARIO LTD., (the "Lender") or to its order, at Maple
Partners Financial Group Inc., Aetna Tower, Toronto Dominion Centre, Suite
3500, P.O. Box 328, Toronto, Ontario, M5K 1K7, in lawful money of the
United States of America, the amount of ONE MILLION SIX HUNDRED TWENTY FIVE
THOUSAND UNITED STATES DOLLARS (U.S.$1,625,000.00) (the "Principal Amount")
together with interest on the Principal Amount outstanding from time to
time.
2. The Principal Amount outstanding at any time, and from time to time, and
any overdue interest, shall bear interest from the date hereof to and
including December 31, 2000 at an annual rate of fourteen percent (14%) and
from and after January 1, 2001 at an annual rate of thirty four percent
(34%), both before and after demand, default and judgment, determined daily
and compounded monthly in arrears on the last day of each calendar month.
3. Any payments in respect of amounts due hereunder shall be applied first in
satisfaction of any accrued and unpaid interest and thereafter to the
Principal Amount outstanding.
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4. The undersigned agrees that it will use the Principal Amount only to
purchase common shares of IPL Acquireco 2000 Ltd. ("Acquireco").
5. The undersigned acknowledges that:
(a) the undersigned has received monies in the Principal Amount from the
Lender and other lenders advancing funds to the undersigned on the
date of this Note (the "Lender Group"). The proportion of the
Principal Amount to the aggregate of all principal amounts loaned to
the undersigned by the Lender Group on the date hereof is 25 % (the
"Rateable Portion");
(b) contemporaneously with the delivery of this Note,
(i) the undersigned has delivered a pledge of all shares held by it
in Acquireco (the "Acquireco Shares"), which is granted in favour
of each member of the Lender Group;
(ii) the sole shareholder of the undersigned ("Gaspar") has delivered
a guarantee of the obligations of the undersigned pursuant to
this Note (the "Guarantee"), which has been granted in favour of
all members of the Lender Group; and
(iii) Gaspar has delivered a pledge of all of the shares held by him
in the capital of the undersigned.
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6. The undersigned agrees that the Rateable Portion of all proceeds received
by the undersigned pursuant to any sale, redemption, dividend or other step
or action taken in respect of any Acquireco shares shall be applied no
later than two business days following receipt thereof to (i) first, the
payment of accrued and unpaid interest on the Principal Amount and (ii)
then, after all of such accrued interest is paid, to the repayment of the
Principal Amount.
7. The undersigned waives demand, presentment for payment, notice of
non-payment and notice of protest of this Note. No failure or delay by the
Lender in exercising any right under this Note shall operate as a waiver of
such right, nor shall any single or partial exercise of any right exclude
the further exercise thereof or the exercise of any other right.
8. The undersigned hereby waives the right to assert in any action or
proceeding with regard to this Note any setoffs or counterclaims which the
undersigned may have.
9. The Lender may at any time transfer, assign, mortgage, charge, pledge,
grant a security interest in or in any way encumber its interest in this
Note to or in favour of any individual, partnership, limited partnership,
joint venture, sole proprietorship, corporation, unincorporated
association, trust, trustee, executor, administrator or other legal
representative or entity however designated or constituted without the
consent of the undersigned.
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10. This Note shall be governed by and construed in accordance with the laws of
the Province of Ontario and the laws of Canada applicable therein and shall
enure to the benefit of the Lender and its successors and assigns and shall
be binding on the undersigned and its successors and assigns.
DATED September 28, 2000
IPL HOLDCO 2000 LTD.
By: /s/ Andrew P. Gaspar
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Name: Andrew P. Gaspar
Title: President
