FOURTH ADDENDUM TO THE DEBENTURES
This Fourth Addendum to the Debentures (this "Fourth
Addendum"), dated as of March 20, 2003 (the "Fourth Modification
Date"), is made by and among Visual Bible International, Inc., a
Florida corporation (the "Corporation") and each Lender signatory
hereto. Capitalized terms used but not otherwise defined herein
shall have the meanings ascribed to such terms in the Debentures
and/or in the First Addendum (as hereinafter defined) and/or the
Second Addendum (as hereinafter defined).
RECITALS:
A. The Corporation has executed and delivered a Debenture to
each of Augusta Holding, Inc., Xxxxxx Xxxxxxxxxx, Xxxxxxx Maznic,
Xxxxxx Xxxxxxxxxx, Red Brook Developments Limited ("Red Brook"),
Xxxxxxx Xxxxxxx, Xxxx Xxxxxxx Limited and Xxxxxx X. Steels
(collectively, the "Group A Lenders") and AGF Growth Equity Fund,
GWL Growth Equity Fund, London Life Growth Equity Fund, IG AGF
Diversified Growth Fund, IG AGF Diversified Growth Class, Xxxxxxx
XxXxxxxxx and Xxxxxxx Xxxxxx (collectively, the Group B Lenders").
Hereinafter the Group A Lenders and the Group B Lenders are
collectively referred to as Lenders.
B. The Corporation and the Lenders have executed and
delivered an Addendum To The Debentures (the "First Addendum") dated
as of February 17, 2003.
C. The Corporation and the Lenders have executed and
delivered a Second Addendum To The Debentures (the "Second
Addendum") dated as of March 4, 2003.
D. The Corporation and the Lenders have executed and
delivered a Third Addendum To The Debentures (the "Third Addendum")
dated as of March 6, 2003.
E. TBJ is continuing to negotiate the RBC Facility with RBC,
but TBJ does not expect the RBC Facility to be concluded prior to
the Fourth Modification Date.
F. In order to fund certain capital requirements of TBJ
associated with the Production prior to the conclusion by TBJ of the
RBC Facility, Red Brook has agreed, in connection herewith, to
purchase an additional Debenture (the "Fourth Red Brook Debenture").
The Fourth Red Brook Debenture is in substantially the same form of
the Initial Funding Debentures, and the Fourth Red Brook Debenture
shall be deemed to have been modified by the First Addendum, the
Second Addendum and the Third Addendum in the same manner as the
Initial Funding Debentures were modified thereby. A copy of the
Fourth Red Brook Debenture is attached hereto as Exhibit ___.
E. The Corporation and Red Brook desire to further amend
certain terms of the Fourth Red Brook Debenture as set forth in this
Fourth Addendum.
F. The Corporation and the Lenders have agreed to further
modify all of the Debentures (including the Fourth Red Brook
Debenture) in accordance with the terms of this Fourth Addendum.
AGREEMENTS:
In consideration of the premises and the mutual covenants set
forth herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1. Modifications exclusive to the Fourth Red Brook Debenture.
The Corporation and Red Brook agree as follows:
(a) Pursuant to the Fourth Red Brook Debenture, Red Brook is
making a loan of $365,000 (the "Fourth Red Brook Debenture Maximum
Principal Amount") to the Corporation on the date hereof. $273,750
of the Fourth Red Brook Debenture Maximum Principal Amount shall be
considered a Production Advance under the Fourth Red Brook
Debenture, and $91,250 of the Fourth Red Brook Debenture Maximum
Principal Amount shall be considered an Interim Advance in
accordance with the First Addendum. Red Brook shall have no further
obligation to make Production Advances under the Fourth Red Brook
Debenture.
(b) The Lenders acknowledge the creation of the Fourth Red
Brook Debenture, as same is modified by the terms of this Fourth
Addendum, and that Red Brook shall be bound by, and shall be
entitled to the benefits of, the provisions of the First Addendum,
the Second Addendum and the Third Addendum as if such terms were set
forth herein or in the Fourth Red Brook Debenture.
2. Representations and Warranties. The representations and
warranties of the Corporation as set forth in: (i) Section 3 of the
Subscription Agreements, dated as of December 24, 2002, between the
Corporation and the Group A Lenders and (ii) Section 6 of the
Debentures, shall be true and correct in all material respects as of
the date hereof.
3. Modification to the Third Addendum. Paragraph 4 of the
Third Addendum is hereby deleted in its entirety and replaced by the
following:
Repayment of Interim Advances to the Group A Lenders.
(a) The Corporation agrees, to the extent permitted by the RBC
Facility, that it shall repay or it shall cause TBJ to repay
$155,000 (the "Total Repayment Amount") of the outstanding Interim
Advances Advanced pursuant to the First Addendum, the Second
Addendum, the Third Addendum and this Fourth Addendum from the
proceeds, if any, derived from the RBC Facility. The Total Repayment
Amount shall be repaid to the Group A Lenders pro rata based upon
the aggregate amount of Interim Advances Advanced by each such
Lender on the date of the repayment. The Corporation further
acknowledges and agrees that the remaining outstanding Interim
Advances Advanced to date shall be repaid from the proceeds, if any,
of the Corporation's sale-leaseback transaction with Grosvenor Park
Productions UK Limited or any substitution for such transaction.
(b) The Group A Lenders shall have no obligation to make the
Initial Marketing Advance or the Subsequent Marketing Advances
unless and until the Total Repayment Amount is repaid in full to the
Group A Lenders by TBJ or the Corporation in accordance with
paragraph (a) above. At such time as the Total Repayment Amount is
repaid in full, then the obligation of the Group A Lenders to make
the Initial Marketing Advance and the Subsequent Marketing Advances
in the manner required under their respective Debentures shall be
reinstated up to an amount equal to the difference between (x) the
aggregate amount of the Initial Marketing Advance and the Subsequent
Marketing Advances and (y) the then outstanding amount of all
Interim Advances Advanced to date (the "Remaining Marketing
Amount"). At such time as the obligation to make the Initial
Marketing Advance and the Subsequent Advances is reinstated, the
obligation upon each Group A Lender to Advance shall be limited to
such Group A Lender's pro rata portion of the Remaining Marketing
Amount.
4. Agreement of the Lenders. The Corporation and the Lenders
agree that the Maturity Date for the Fourth Red Brook Debenture
shall be December 24, 2004.
5. Conflict; Ratification. The Corporation and the Lenders
acknowledge and agree that the Debentures as modified by the First
Addendum, the Second Addendum and the Third Addendum are in full
force and effect and binding upon the Corporation and the Lenders
according to the terms thereof without modification, except as
specifically modified by this Fourth Addendum. Except as
specifically modified hereby, all covenants, terms, obligations and
conditions of the Debentures as modified by the First Addendum, the
Second Addendum and the Third Addendum are hereby ratified and
confirmed. In the event of a conflict between this Fourth Addendum
and the Debentures as modified by First Addendum, the Second
Addendum and the Third Addendum, then this Fourth Addendum shall
control.
6. Execution. This Fourth Addendum may be executed in two
or more counterparts and shall be deemed to be fully executed when
the Corporation and each of Red Brook and the Lenders has signed at
least one copy hereof. A faxed copy of this Fourth Addendum bearing
the signature of a party shall be deemed acceptable for purposes of
execution hereof; provided, however, that each party shall promptly
provide each other party with an originally executed copy.
(Signatures Appear On Next Pages)
IN WITNESS WHEREOF, the parties hereto have executed this
Fourth Addendum effective on and as of the Fourth Modification Date.
Visual Bible International, Inc.
By: _______________________________
Xxxxxx Xxxxxx, Executive
Vice President and Chief
Financial Officer
The terms and conditions of this Fourth Addendum relating to
The Book of Xxxx, Inc. are acknowledged and agreed to effective on
and as of the Fourth Modification Date.
The Book of Xxxx, Inc.
By: _______________________________
Xxxxxx Xxxxxx, Executive
Vice President
(Lender Counterpart Signature Page Follows)
COUNTERPART LENDER SIGNATURE PAGE
IN WITNESS WHEREOF, the parties hereto have executed this
Fourth Addendum effective on and as of the Fourth Modification Date.
Lender:
___________________________________
(Name of Lender)
___________________________________
(Signature)
___________________________________
(Title, if applicable)