THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF
ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY
INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED,
TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT
FORM, OR NOT SUBJECT TO, SUCH REGISTRATION.
THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES THAT
PRIOR TO THE DATE (THE "RESALE DATE") WHICH IS TWO YEARS AFTER THE
LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH
THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS
SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), TO OFFER, SELL OR
OTHERWISE TRANSFER THIS SECURITY ONLY (A) TO THE COMPANY, (B)
PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE
SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT
PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS
BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND
SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF
REGULATION S UNDER THE SECURITIES ACT, (E) TO AN "ACCREDITED
INVESTOR" WITHIN THE MEANING OF RULE 501(A)(1), (2), (3) OR (7)
UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL ACCREDITED
INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, FOR INVESTMENT
PURPOSES AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION WITH ANY
DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR (F) PURSUANT TO
ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT, SUBJECT TO THE COMPANY'S RIGHT PRIOR TO ANY SUCH
OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E) OR (F) TO
REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO THE COMPANY. THIS LEGEND WILL BE REMOVED UPON THE
REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.
VISUAL BIBLE INTERNATIONAL, INC.
(a corporation existing under the laws of the State of Florida,
United States of America)
DEBENTURE
(the "Debenture")
1. This Debenture is executed by Visual Bible International,
Inc. (the "Corporation") on the
24th day of December, 2002 (the "Effective Date").
2. The Corporation for value received acknowledges itself
indebted to and hereby covenants to pay to
_____________________________ (hereinafter called the "Lender") at
____________________________________ or at such other address
designated by the Lender from time to time, the principal sum (the
"Maximum Principal Amount") of _______________________ United States
Dollars (US$________________), or so much thereof as shall be
advanced (each, an "Advance") and shall be unpaid (the "Existing
Principal Amount"), together with interest (the "Interest") on the
Existing Principal Amount outstanding from time to time at the rate
of 15% per annum calculated on the basis of a 365 day year and
compounded annually. Such Interest shall accrue on the Existing
Principal Amount from the date upon which the Corporation receives
an Advance from the Lender (the "Advancement Date") until the date
on which the Existing Principal Amount has been repaid in full.
Repayment of the Existing Principal Amount and the Interest thereon
will be undertaken by the Corporation in the manner described in
paragraph 7 below. Advances under this Debenture shall occur as
follows:
(a) An Advance (the "Initial Production Advance") in the
amount of US$_________________ (the amount determined by multiplying
$750,000.00 by the quotient resulting from the division of the
Maximum Principal Amount by the sum of the Maximum Principal Amounts
of the Initial Funding Debentures (as hereinafter defined), shall be
made by the Lender on the Effective Date.
(b) Subsequent to the Initial Production Advance, and subject
to the terms and conditions hereof, the then Chief Financial Officer
of the Corporation (the "Responsible Officer") shall be entitled to
make a written demand (each, a "Subsequent Advance Demand")
simultaneously upon all Lenders under each Initial Funding Debenture
and under each Subsequent Funding Debenture (as hereinafter defined)
for an Advance (each, a "Subsequent Advance" and together with the
Initial Production Advance, the "Production Advances") under each
and every Initial Funding Debenture and each and every Subsequent
Funding Debenture (all together, the "Debentures") in the aggregate
amount so indicated in the Subsequent Advance Demand (the "Total
Subsequent Advance"), provided that each such Subsequent Advance
Demand shall include a request for a Total Subsequent Advance in an
aggregate amount of not less than US$50,000.00. In connection with
each such Subsequent Advance Demand and the Total Subsequent Advance
requested thereby, subject to the terms and conditions hereof,
Lender shall make a Subsequent Advance in an amount determined by
multiplying (x) the Total Subsequent Advance included as part of a
Subsequent Advance Demand by (y) the quotient resulting from the
division of (i) the Maximum Principal Amount by (ii) the sum of the
Maximum Principal Amounts of all Debentures within five (5) business
days of the receipt of a Subsequent Advance Demand; provided that,
in no event shall the aggregate of all Production Advances under all
Debentures (the "Production Borrowings") exceed US$3,500,000.00 (the
"Production Limit").
(c) Subject to the terms and conditions hereof, Lender shall
make an Advance (the "Initial Marketing Advance") in an amount
determined by multiplying (x) US$250,000.00 by (y) the quotient
resulting from the division of (i) the Maximum Principal Amount by
(ii) the sum of the Maximum Principal Amount of all Debentures
within five (5) days after receipt by Lender of written notice
executed by the Responsible Officer indicating that Corporation has
completed principal photography of the word-for-word film adaptation
of the Gospel of Xxxx (American Bible Society's Good New Bible
version) (the "Production").
(d) Subsequent to the Initial Marketing Advance, and subject
to the terms and conditions hereof, the Responsible Officer shall be
entitled to make a written demand (each, a "Subsequent Marketing
Advance Demand") simultaneously upon all Lenders under each of the
Debentures for an Advance (each, a "Subsequent Marketing Advance")
in the aggregate amount so indicated in the Subsequent Marketing
Advance Demand (the "Total Subsequent Marketing Advance"), provided
that each such Subsequent Marketing Advance Demand shall include a
request for a Total Subsequent Marketing Advance in an aggregate
amount of not less than US$50,000.00. In connection with each such
Subsequent Marketing Advance Demand and the Total Subsequent
Marketing Advance requested thereby, subject to the terms and
conditions hereof, Lender shall make a Subsequent Marketing Advance
in an amount determined by multiplying (x) the Total Subsequent
Marketing Advance by (y) the quotient resulting from the division of
(i) the Maximum Principal Amount by (ii) the sum of the Maximum
Principal Amounts of all of the Debentures; provided that, in no
event shall the aggregate of all Initial Marketing Advances and all
Subsequent Marketing Advances under all Debentures exceed the
difference resulting from subtracting (x) the Production Borrowings
from (y) the aggregate of the Maximum Principal Amount of all the
Debentures.
(e) Subsequent to the Initial Production Advance, Lender shall
only be obligated to make Subsequent Advances hereunder so long as
no breach or event of default then exists hereunder and provided
that the actual expenditures made by the Corporation in connection
with the Production as of the date of the request for a Subsequent
Advance, when added to the subject Total Subsequent Advance and the
amount reasonably expected to be necessary to complete the
Production, as evidenced by a certificate executed by the
Responsible Officer, but excluding Budget amounts designated as
deferments, do not exceed the Aggregate Budget Amount.
(f) Subsequent to the Initial Marketing Advance, Lender shall
only be obligated to make Subsequent Marketing Advances hereunder so
long as no breach or event of default then exists hereunder.
3. Corporation shall not be liable to Lender under this
Debenture except with respect to the Existing Principal Amount and
the accrued and unpaid Interest thereon, and receipt by Corporation
of any Advance hereunder shall be conclusive as to the advancement
thereof by Lender to Corporation pursuant hereto.
4. This Debenture is one of a series of debentures to be
issued by the Corporation in connection with a bridge production
financing facility (the "Production Facility") in an aggregate
principal amount of up to Five Million United States Dollars
(US$5,000,000.00). In that regard, Corporation has, on the
Effective Date concluded debentures for a portion of the Production
Facility in an amount of Four Million United States Dollars
(US$4,000,000.00) (the "Initial Funding"). Subsequent to the
conclusion of the Initial Funding, Corporation shall be entitled, on
or before February 14, 2003, to execute debentures (the "Subsequent
Funding Debentures") on terms substantially the same as the terms of
the Initial Funding Debentures for the remaining One Million United
States Dollars (US$1,000,000.00) of the Production Facility (the
"Subsequent Funding"). The aggregate of the Maximum Principal
Amount under the Initial Funding Debentures and under the Subsequent
Funding Debentures shall be collectively referred to herein as the
"Facility Proceeds".
5. Notwithstanding any provision contained herein to the
contrary, until such time the Corporation executes Subsequent
Funding Debentures in the Maximum Principal Amount of not less than
Four Hundred Fifty Five Thousand Five Hundred United States Dollars
(US$455,500.00) Advances under the Initial Funding Debentures shall
be limited to Xxx Xxxxxxx Xxxx Xxxxxxx Xxxxxxxx Xxxxxx Xxxxxx Dollar
(US$2,500,000.00).
6. The Corporation hereby represents, warrants and covenants
with the Lender as set forth in this paragraph 6 (the
"Representations"). The Representations shall be true and correct
on and as of the Effective Date and on and as of the date of each
Advance hereunder. The Representations are as follows:
(a) The Corporation shall, at all times, segregate the
Facility Proceeds from the other funds of the Corporation and, shall
deposit the Facility Proceeds into a separate bank account
maintained by the Corporation for that purpose.
(b) As to the first US$3,500,000 of the Facility Proceeds (the
"Production Portion"), such Production Portion will only be utilized
by the Corporation to pay for costs and expenses incurred by the
Corporation (the "Production Expenses") in connection with the
Production. As to the remainder of the Facility Proceeds (the
"Marketing Portion"), such Marketing Portion will only be utilized
by the Corporation to pay for costs and expenses incurred by the
Corporation (the "Marketing Expenses") in connection with the
marketing of the Production prior to the first sale of the double
video/DVD units (the "DVD Units") of the Production (the "Pre-launch
Marketing").
(c) Attached hereto as Exhibit 6.(c) is the contemplated
Production budget (the "Budget"). The Budget sets forth the
aggregate amounts budgeted by the Corporation for the Production
(the "Aggregate Budget Amount").
(d) The Corporation anticipates that principal photography of
the Production will begin in January 2003 and that delivery of the
film negative will occur by August 31, 2003. The Corporation
expects that the DVD Units will be marketed to the public commencing
in September 2003. The Corporation makes no guarantee that the
forgoing dates will be achieved; however, the Corporation agrees to
use commercially reasonable efforts to achieve such dates. The
Corporation shall engage, and at all times while the Existing
Principal Amount remains unpaid shall utilize, the services of one
or more fulfillment corporations (each, a "Fulfillment Corporation")
to handle, process, account for and collect all proceeds from all
direct market orders received for the DVD Units from United States
and Canadian sources.
(e) The Corporation lawfully owns and will continue to
lawfully own, subject to existing encumbrances, and is and will be
lawfully in the possession of, all the property necessary for
Corporation to carry on its business operations in substantially the
same manner as conducted on the Effective Date.
(f) The Corporation will maintain its corporate existence, and
it will carry on and conduct its business in a manner substantially
consistent with manner in which it conducts its business on the
Effective Date.
(g) The Corporation will comply in all material respects with
all laws, rules, governmental restrictions and regulations
applicable to it and, it will obtain and maintain in good standing
all leases, licences, permits and approvals from any and all
governments, governmental commissions, boards or agencies required
in respect of its operations.
(h) The Corporation will fulfill all covenants and obligations
hereunder including the obligation to make the payments of the
Existing Principal Amount and Interest in the manner required
hereunder.
(i) The direct market sale price of the DVD Units will not be
reduced below US$40.00 without the prior approval of the holders of
a majority (based upon the then Existing Principal Amount under the
Debentures which gave rise to the Facility Proceeds) of the Debentures.
(j) The Corporation shall not execute any contract or
agreement that would obligate Corporation to pay from proceeds
received by it from the direct market sale price of the DVD Units
from United States and Canadian sources any amount in excess of
US$23.00, unless such obligation to so pay is subordinated to the
interest of the holders of the Debentures or unless such obligation
is approved by the holders of a majority (based upon the then
Existing Principal Amount under the Debentures which gave rise to
the Facility Proceeds) of the Debentures.
(k) Prior to a date which is twenty four (24) months from the
Effective Date (the "Restriction Period"), the Corporation shall
not, without the approval by the holders of a majority (based upon
the then Existing Principal Amount under the Debentures which gave
rise to the Facility Proceeds) of the Debentures, sell, transfer or
otherwise dispose of all or any of its rights and interests in and
to the Production (the "Ownership Rights").
7. The Corporation shall undertake payment of the Existing
Principal Amount and the accrued and unpaid Interest thereon as
follows:
(a) All repayments of the Existing Principal Amounts and
payments of Interest will be made by the Corporation from the Unit
Retained Portion (as defined in paragraph 7.(b), below) to the
Lender and will be made pro rata to Lender from such Unit Retained
Portion determined by multiplying the Unit Retained Portion by the
quotient resulting from the division of the Existing Principal
Amount by the Existing Principal Amounts advanced under all of the
Debentures as of the date of such payment (the "Pro Rata Portion").
(b) The Corporation agrees that it will cause, by an
irrevocable instruction in the form attached hereto as Exhibit
7.(b), each Fulfillment Corporation utilized by the Corporation in
connection with sales of the DVD Units from United States and
Canadian sources to segregate a portion of the proceeds derived from
the sale of each DVD Unit from United States and Canadian sources
(the "Unit Retained Portion") in the amount of Eleven United States
Dollars (US$11.00), or, in the event that proceeds of any such sale
are in Canadian Dollars (the "Canadian Unit Retained Portion"), then
the Canadian Unit Retained Portion shall be an amount of Canadian
Dollars equal to US$11.00, and the Fulfillment Corporation shall be
obligated to cause the Canadian Unit Retained Portion to be
converted into US$11.00, and to pay Lender therefrom Lender's Pro
Rata Portion thereof (each such payment to Lender of Lender's Pro
Rata Portion of the Unit Retained Portion being defined as a
"Fulfillment Payment"). The Corporation, further, agrees that sales
of DVD Unit from United States and Canadian sources undertaken by
the Fulfillment Corporations shall account for ninety five percent
(95%) of sales of the DVD Units from United States and Canadian
sources at all times when any Existing Principal Amount remains
outstanding. Corporation shall cause each Fulfillment Corporation
so utilized by the Corporation to commence such Fulfillment Payments
not later than the tenth day of the month commencing with the first
month after receipt by each such Fulfillment Corporation of any
proceeds derived from the sale of any DVD Unit from United States
and Canadian sources, and such Fulfillment Payments shall continue
to be made on the tenth day of each subsequent month thereafter
until the earlier to occur of: (i) the payment in full of the
Principal Amount outstanding hereunder and all accrued and unpaid
Interest due hereunder; or (ii) the time that such Fulfillment
Corporation no longer derives any proceeds from the sale any DVD
Unit from United States and Canadian sources. Each Fulfillment
Payment shall be applied in the following order of priority:
(1) first, toward any amounts of accrued Interest due
hereunder;
(2) next, toward the Existing Principal Amount.
(c) If not sooner paid pursuant to the terms hereof, this
Debenture shall be due in full two (2) years after the Effective
Date (the "Maturity Date").
(d) Upon payment in full by Corporation of the Existing
Principal Amount and any and all amounts of accrued and unpaid
Interest due hereunder, this Debenture shall automatically be
cancelled and shall no longer be of any force or effect
notwithstanding the actual cancellation hereof.
(e) Notwithstanding anything contained or inferred in this
Debenture to the contrary, the Existing Principal Amount may be
prepaid by Corporation, in whole or in part, at any time and from
time to time without premium or penalty.
8. This Debenture is executed and delivered in accordance
with a commercial transaction described in a certain Subscription
Agreement (the "Subscription Agreement") between Lender and the
Corporation, the terms of which are incorporated herein by this
reference.
9. As security for the payment of the amounts owing under
this Debenture, the Corporation has delivered or has caused to be
delivered to all of the Lenders under all of the Debenture certain
Security Agreements (collectively, the "Security Agreements) of even
date herewith, on certain assets of the Corporation (the "Encumbered
Assets"). The Security Agreements consist of a version to be
utilized in connection with United States law (the "United States
Security Agreement") and a version to be utilized in connection with
Canadian law (the "Canadian Security Agreement"). The Corporation
hereby grants to all Lenders under the Debentures a continuing first
priority security interest in the Encumbered Assets (the "Security
Interest"), as security for the payment of the Debentures, which
Security Interest shall be enforceable and subject to all the
provisions of the Debentures, as if such Encumbered Assets were
specifically pledged hereunder. Lender acknowledges that
Corporation may execute additional security agreements (the "Third
Party Security Agreements") as to the Encumbered Assets in favor of
the banks, other institutional financing, governmental agencies and
authorities and certain other parties providing other forms of
financing to the Corporation in connection with the Production
(collectively, the "Third Party Lenders") and, that the Security
Interest so granted under such Third Party Security Agreements shall
be pari passu with the Security Interest granted under the Security
Agreements. A schedule of the Third Party Lenders is attached
hereto Exhibit 9. Furthermore, Lender acknowledges that the manner
in which the rights of the Lenders and the Third Party Lenders under
the Security Agreements and the Third Party Security Agreements may
be governed and controlled pursuant to an intercreditor agreement
(the "Intercreditor Agreement") that may be executed by and between
such Lenders and such Third Party Lenders. The Security Interest
shall be perfected in such jurisdictions as may be deemed reasonably
appropriate by the holders of a majority (based upon the then
Existing Principal Amount under the Debentures which gave rise to
the Facility Proceeds) of the Debentures. Any action to be taken
under the Security Agreements shall be determined by the procedures
set forth therein or under the Intercreditor Agreement, if applicable.
10. Any action to be taken under this Debenture shall be
determined by the holders of a majority (based upon the then
Existing Principal Amount under the Debentures which gave rise to
the Facility Proceeds) of the Debentures. Accordingly, as
determined by the holders of the majority of the Debentures, the
Lender may, by notice in writing, waive any breach by the
Corporation of any of the provisions contained in this Debenture or
any default by the Corporation in the observance or performance of
any covenant or condition required to be observed or performed by
the Corporation under the terms of this Debenture.
11. In connection with any breach or default by the
Corporation hereunder (a "Default"), the Lender shall provide a
written notice of any such Default to Corporation (a "Default
Notice"), and Corporation shall have a period of ten (10) days after
receipt of a Default Notice in which to cure such Default (the "Cure
Period"), provided that if any such Default is of a nature that it
cannot be cured within the Cure Period then if Corporation has
commenced such cure within the Cure Period and, thereafter, use its
best efforts to cure such Default, the Cure Period shall be extended
for such reasonable period of time as is necessary for Corporation
to cure such Default. Should the Corporation fail to cure any such
Default within in the Cure Period as provided under this paragraph,
Lender shall, thereafter, be entitled to pursue any rights or
remedies in favor of Lender pursuant hereto.
12. THIS DEBENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING
EFFECT TO ITS CONFLICTS OF LAWS, RULES OR PRINCIPLES. ANY SUIT,
ACTION OR PROCEEDING WITH RESPECT TO THIS DEBENTURE SHALL BE BROUGHT
IN THE COURTS OF NEW YORK COUNTY IN THE STATE OF NEW YORK OR IN THE
UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK.
LENDER AND CORPORATION HEREBY ACCEPT THE EXCLUSIVE JURISDICTION OF
THOSE COURTS FOR THE PURPOSE OF ANY SUCH SUIT, ACTION OR PROCEEDING.
LENDER AND CORPORATION HEREBY IRREVOCABLY WAIVE, TO THE FULLEST
EXTENT PERMITTED BY LAW, ANY OBJECTION THAT ANY OF THEM MAY NOW OR
HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR
PROCEEDING RISING OUT OF OR RELATING TO THIS DEBENTURE OR ANY
JUDGMENT ENTERED BY ANY COURT IN RESPECT THEREOF BROUGHT IN ANY OF
THE ABOVE DESCRIBED COURTS AND HEREBY FURTHER IRREVOCABLY WAIVE ANY
CLAIM THAT ANY SUIT, ACTION OR PROCEEDING BROUGHT IN NEW YORK
COUNTY, NEW YORK, HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
13. If any provision of this Debenture shall be or shall
become illegal or unenforceable in whole or in part, the remaining
provisions shall nevertheless be valid, binding and subsisting.
14. Any communication to be given to the Corporation hereunder
may be given by delivering, transmitting by telecopier or mailing
the same addressed to the Corporation as indicated hereinafter. Any
communication so delivered or transmitted by telecopier shall be
conclusively deemed to have been received on delivery or
transmittal, as the case may be, or if mailed shall be conclusively
deemed to have been received by the Corporation on the third
business day following that on which it was mailed. For the
purposes hereof the address of the Corporation, until changed by the
Corporation by notice in writing to Lender, shall be:
VISUAL BIBLE INTERNATIONAL, INC.
c/o Xxxxxx X. Xxxxxxx, P.A.
0000 Xxxx Xxxxxx Xxxxxx, Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxx, Esq.
Telecopier No: (000) 000-0000
with a copy to:
Xxxxxx Xxxxxx
Executive Vice President and Chief Financial Officer
Visual Bible International, Inc.
0000 Xxx Xxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxx
X0X 0X0
Telecopier No: (000) 000-0000
15. No consent or waiver by the Lender shall be effective
unless made in writing and signed by Lender or, if applicable, an
authorized officer thereof.
16. This Debenture and all its provisions shall enure to the
benefit of the Lender and its successors and permitted assigns and
shall be binding upon the Corporation and its successors and
assigns. For the purposes hereof, "successors" includes any
corporation resulting from the amalgamation of the Lender with any
other party or the amalgamation of the Corporation with any other
party. Corporation may not assign any benefit to be derived
hereunder to any party other than an Affiliate (as such term is
defined under the Securities Act) without the prior written consent
of a majority (based upon the then amount of principal outstanding
under all Debentures which gave rise to the Facility Proceeds) of
the Debentures.
17. If Lender retains the services of counsel by reason of
default by Corporation to make the payments in the manner required
hereunder, all costs of suit and all reasonable attorneys' fees and
such other reasonable expenses so incurred by Lender shall be paid
by Corporation. If Corporation retains the services of counsel by
reason of default by Lender hereunder, all costs of suit and all
reasonable attorneys' fees and such other reasonable expenses so
incurred by Corporation shall be paid by Lender and may be off set
by Corporation against any Principal Amount outstanding hereunder.
(Signature Appears Next Page)
IN WITNESS WHEREOF the Corporation has caused this Debenture to
be signed by one of its proper officers duly authorized in that
behalf on the Effective Date.
VISUAL BIBLE INTERNATIONAL, INC.
By: ____________________________________
Xxxxxx Xxxxxx, Executive
Vice-President and Chief
Financial Officer
Exhibit 6.(c)
The Budget
Exhibit 7.(b)
The Irrevocable Instruction
Exhibit 9
The Third Party Lenders
