EXHIBIT 10.2
Hongkong Bank of Canada
AGREEMENT AS TO LOANS AND ADVANCES
AND SECURITY THEREFOR
To Hongkong Bank of Canada
In consideration of the acceptance of our bills of exchange, the extension of
credit, loans or advances being made and/or to be made hereafter by Hongkong
Bank of Canada (herein called the Bank ) to the undersigned (herein called 'the
Customer ) the Customer agrees with the Bank as follows:
1. All security now or at any time hereafter held by the Bank for the payment
of any debt or liability of the Customer (the said security being herein
called "the Security"), including, without limiting the generality of the
foregoing, security by way of warehouse receipt or ▇▇▇▇ of lading or under
Section 427 of the Bank Act, together with all property covered by or
comprised in the security (the said property being herein called "the
Property"), and all proceeds of the Security and of the Property, shall be
continuing collateral security for the payment of such debt or liability
and also for the payment of interest thereon which unless otherwise agreed
shall be payable on the last day of each month at a rate equal to the
Bank's Prime Rate plus o 50 percent per annum, calcul ated monthly from the
date of any advance both before and after demand and before and after
judgment, until actual payment.
2. The Customers shall keep the Property insured to its full insurable value
against loss or damage by fire, and, if requested by the Bank, against loss
or damage from any other cause, with insurers approved by the Bank, and
shall assign to the Bank the policies evidencing such insurance or a ll
claims thereunder and/or have the loss made payable to the Bank as the Bank
may require and shall deliver the policies to the Bank, and in the event of
failure so to do the Bank may but shall not be bound to effect such
insurance on the Property as it see. fit and the Customer will on demand
repay to the Bank the amount of any premiums paid by it with interest
thereon at the rate and calculate in the manner aforesaid.
3. If the Bank surrenders to the Customer the Security or the Property or any
part of either of them, the Customer shall receive the same in trust for
and on behalf of the Bank and from time to time shall deal therewith as the
Bank may direct and, at the request of the Bank, shall give to the Bank
security on the Property so surrendered, or covered by the Security so
surrendered, to the satisfaction of the Bank.
4. The proceeds of all sales by the Customer of the Property or any part
thereof, including, without limiting the generality of the foregoing, cash,
debts arising from such sales or otherwise, evidences of title,
instruments, documents and securities, which the Customer may receive or be
enti tled to receive in respect thereof, are hereby assigned to the Bank
and shall be paid or transferred to the Bank forthwith, and until so paid
or transferred shall be held by the Customer in trust for the Bank.
Execution by the Customer and acceptance by the Bank of an assignment of
book debts or any additional assignment of any such proceeds shall be
deemed to be in furtherance hereof and not an acknowledgment by the Bank of
any right or title on the part of the Customer to such book debts or pr
oceeds.
5. The Customer shall at all times duly and seasonably pay and discharge all
claims whatsoever in any way secured by or constituting a charge upon the
Property or any part thereof and particularly, but without limiting the
generality of the foregoing, all wages, salaries and other remuneratio n of
all employees employed by the Customer in connection with the business or
farm of the Customer in respect of which any property covered by the
Security is held or acquired by the Customer, and shall from time to time
at the request of the Bank exhibit to the Bank evidence of such payment and
discharge and obtain and deliver to the Bank such waivers or releases as
the Bank may deem necessary to secure to the Bank the priority of its
rights in the Property.
6. The Customer shall from time to time on demand and to the satisfaction of
the Bank deliver to the Bank additional security, and in the event of
failure by the Customer so to do or to make due payment to the Bank of any
debt or liability or part thereof or to observe any provision of this
agreement, the Bank may in its discretion cease or refrain from making
loans or advances to the Customer whether under any credit extended by the
Bank or otherwise, and all debts and liabilities of the Customer to the
Bank shall at the option of the Bank be payable forthwith and without any
demand, and the Bank is hereby authorized from time to time to sell at
public or private sale or otherwise realize upon the Security or any part
thereof and all or any of the Property whenever and wherever and for such
price in money or other consideration and in such manner and upon such
terms and conditions as the Bank deems best, the whole without
advertisement or notice to the Customer or others and to deal with the
proceeds as in this agreement provided or as otherwise agreed, without
prejudice to its claim for any deficiency and free from any right of
redemption on the part of the Customer which is hereby waived and released,
the Customer expressly waiving all and every formality prescribed by the
custom or by law in relation to any such sale or other realization.
7. The Bank may from time to time without any demand forcibly break open,
enter upon or into and occupy and use, enjoy and exercise free of charge
and to the exclusion of all others, including the Customer, any and all
premises and property (real and personal, immovable and movable) and
rights, powers and privileges of or used, enjoyed or exercised by the
Customer in connection with the Property or any part hereof or in or upon
which the same may be (not being the premises of a warehouseman or carrier)
until the Property shall be fully realized upon, and may from time to time
appoint a receiver or agent to act for the Customer, for whose acts the
Customer alone shall be responsible, and the Customer shall have no power
to revoke such appointment or determine such agency. Such receiver or agent
shall have and ma) exercise all the powers, rights and discretions granted
to the Bank by this agreement and the Bank and any such receiver or agent
shall, have the right from time to time in the name of the Customer to
exercise any and all of the Customer s rights, powers and privileges of
every kind and to do all acts and things which the Customer could do if
acting, for the purpose of completing, selling, shipping or otherwise
dealing with the Property in such manner as the Bank may deem best for the
purpose of realizing upon the Property.
8. Any promissory note or ▇▇▇▇ of exchange received by the Bank together with
any securities or documents attached thereto or received therewith shall be
subject to the terms of this agreement and the Bank and holders for the
time being of any such ▇▇▇▇ or note may at any time before or after its
maturity and whether or not it has been dishonored accept payment and
deliver the securities or documents or accept partial payment from time to
time and thereupon release part of the Security or of the Property covered
by the documents or any of them.
9. The Bank may from time to time apply
(a) all payments which it receives,
(b) the proceeds of sales by the Customer of the Property or any part
thereof, and
(c) the proceeds of realization of any part of the Security or of the
Property which are applicable generally to the debts and liabilities
of the Customer to the Bank,
against (or, as the Bank deems best, hold the same with all the powers,
rights and discretions conferred on it by this agreement or otherwise, as
continuing collateral security for the fulfillment of) any or all
obligations, present or future, direct or indirect, absolute or contingent,
matured or not, of the Customer to the Bank whether arising from agreement
or dealings between the Bank and the Customer or from any agreement or
dealings with any third person by which the Bank may be or become in any
manner whatsoever a creditor of the Customer or however otherwise arising
and whether the Customer be bound alone or with another or others and
whether as principal or surety, and any such application by the Bank may,
in whole or in part, be changed by the Bank from time to time as it deems
best.
The proceeds of realization of any part of the Security or of the Property
which are applicable only to part of the debts and liabilities of the
Customer to the Bank shall first be applied to such part of the debts and
liabilities, and any surplus remaining after payment of such part may from
time to time be held or applied by the Bank for the purposes set out in and
in accordance with the preceding paragraph of this Clause 9.
10. The Bank may release, compromise, settle and adjust any claim, dispute or
difference which may arise in respect of the Security or of the Property or
the proceeds of either of them and may grant extensions of time and
indulgences. The Bank may use any Clearing Houses established by The Can
adian Bankers' Association and in all dealings with the Customer's accounts
and with instruments may act pursuant to the rules and regulations under
which such Clearing Houses are operated.
11. The Customer shall from time to time execute, draw, endorse end deliver all
such instruments and documents and do all such acts and things as the Bank
may deem necessary or desirable for the purpose of perfecting the title of
the Bank to the Security or the Property or the proceeds of either of them
or of carrying into effect any or all of the provisions of this agreement
or of securing the fulfillment of all such obligations as aforesaid of the
Customer to the Bank. The Customer hereby appoints the Bank and its Vice
Presidents, Inspectors, Managers and persons for the time being acting as
managers of branches of the Bank where an account of the Customer may be
kept and any person or persons from time to time named by the Bank for the
purposes hereinafter mentioned, and any one of them acting alone, the
Attorneys and Attorney of the Customer with full power of substitution from
time to time for and in the name of the Customer to do whatsoever the said
Attorneys or Attorney may deem expedient for the purpose of carrying into
effect any or all of the provisions of this agreement, and this appointment
being made in consideration of a loan or loans, advance or advances, by the
Bank to the Customer shall be irrevocable and shall be of full force and
effect whenever and so often as any loan or advances by the Bank to the
Customer is unpaid or any such obligation as aforesaid to the Bank is
unfulfilled and notwithstanding any occurrence or event which would
otherwise terminate such agency. Every power, right and discretion vested
by law in the Bank or conferred upon it by this agreement may be exercised
on its behalf by the said officers or acting officers of the Bank or any
person or persons from time to time named by the Bank for such purpose, and
any one of them acting alone.
12. The Bank shall not be responsible for any failure to exercise or enforce or
for any delay in the exercise or enforcement of any powers, rights or
discretions of the Bank nor for any act, default or misconduct of any
agent, officer, employee or servant of the Bank and the Bank shall be acco
untable only for such moneys as it shall actually receive.
13. Any notice to or demand upon the Customer shall be sufficiently given if
dispatched by post addressed to the Customer at the address of the Customer
as shown by the books kept in relation to the account of the Customer at
the branch of the Bank from which notice or demand is dispatched and shall
be deemed to have been received by the Customer the time when in the
ordinary course of post it would be expected to reach the said address.
14. The benefit of all rules of law or equity and compliance with any statutory
provisions now or hereafter in force inconsistent with any o the provisions
of this agreement are hereby waived by the Customer.
15. The provisions hereof shall be in addition to all other remedies of the
Bank existing in law and to all rights under agreements heretofore given
and no sale or delivery by the Customer of the Property or any part thereof
shall prejudice or affect the rights however arising of the Bank in o r
with respect to property so sold or delivered, and this shall be a
continuing agreement and all its provisions shall extend to all loans and
advances to the Customer by the Bank and all obligations of the Customer to
the Bank at any time outstanding and to the Security and the Property as
they may exist from time to time and all proceeds thereof; and every loan
and advance heretofore, now or hereafter made shall be deemed to have been
made upon the agreements herein contained.
16. This agreement shall be binding upon and enure to the benefit of the
Customer and the Bank and the heirs, executors and administrators or
successors and assigns, as the case may be, of each of them.
17. It is the express wish of the Parties that this agreement and any related
documents be drawn up and executed in English. II est la volonte expresse
des Parties que cette convention et tous les documents s'y rattachant
soient rediges et signes en anglais.
The Bank's Prime Rate means the floating annual rate of interest established and
recorded by the Bank from time to time as a reference rate for the purposes of
determining rates of interest it shall charge on loans denominated in Canadian
dollars and which, by executing this agreement the Customer acknowledges was
5.25 percent as at the date of execution hereof A certification of a Vice
President of the Bank shall be conclusive evidence of the Bank's Prime Rate from
time to time.
Signed and sealed at ______________________ this ______ day of _________, 19____
Where the undersigned is an Individual:
Signed, Sealed and Delivered
By _______________________________________
in the presence of:
__________________________________________
__________________________________________
Where the undersigned is a Corporation:
GLAS-AIRk INDUSTRIES LTD.
-------------------------
By /s/ ▇▇▇▇ ▇▇▇▇, President
----------------------------------------
EXHIBIT 10.2
Hongkong Bank of Canada
LINE OF CREDIT BY WAY OF CURRENT
ACCOUNT OVERDRAFT AGREEMENT
Borrower's Name Branch Name
Glas-Aire Industries Ltd Langley
Borrower's Address Branch Address
3137 Grandview Highway Bank of British Columbia
▇▇▇▇▇▇▇▇▇ ▇.▇. ▇▇▇ ▇▇▇ Division of Hongkong Bank of Canada
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇.▇. ▇▇▇ ▇▇▇
Current Account Number Loan Limit* Rate of Interest on Loan* Monthly Fee*
719205-020 CAD 100,000 Prime Rate plus .50% N/A
* or such other loan limit, rate of interest on loan or monthly fee as may
hereafter be agreed upon by the Borrower as evidenced by the agreement in
writing from time to time.
In consideration of Hongkong Bank of Canada (the "Bank") providing the
above-noted account (the "Account") for the undersigned (the "Borrower"), the
Borrower agrees with the Bank as follows:
1. For the purposes hereof, the term "Loan" means the aggregate of all
amounts debited to the Account (including cheques, withdrawals, interest service
charges and fees imposed by the Bank) in excess of the aggregate at any time and
from time to time of all amounts credited to the Account.
2. The Borrower shall pay interest to the Bank on the daily closing balance
of the Loan at a floating rate equal to the Bank's Prime Rate plus the
percentage noted above. Such interest shall be calculated and payable monthly,
on the last day of each and every month, both before and after any termination
of the Account, or judgment, and until payment of the Loan in full. The "Bank's
Prime Rate" shall mean the floating annual rate of interest established and
announced by the Bank from time to time as the reference rate for purposes of
determining the rates of interest it will charge on loans denominated in
Canadian dollars in Canada. A certificate of a vice-president of the Bank shall
be conclusive evidence of the Bank's Prime rate from time to time.
3. In addition to debiting the Account with the amount of each cheque,
payment order or other item drawn on the Account, and each withdrawal, the Bank
shall also be entitled to debit the Account with the amount of all interest
(including compound interest) payable by the Borrower monthly to t he Bank
pursuant to this Agreement as well as the said monthly fee and other charges
payable by the Borrower, and the amount of any legal costs incurred by the Bank
with respect to the Borrower.
4. The Borrower shall not permit the Loan to exceed the Loan Limit nor any
margin requirement which may be imposed by the Bank. The Bank may refuse to
honour any cheque, permit any withdrawal or pay any other item if the Loan
exceeds, or would after such payment exceed, the Loan Limit on the date such
cheque, withdrawal or other item is presented to the Bank for payment; provided
that this Agreement shall continue to apply to the Loan and to the Borrower
notwithstanding any Loan in excess of the Loan Limit.
5. The Borrower shall use the Account (and incur the Loan) solely for
business purposes.
6. The Borrower shall deliver to the Bank from time to time, promptly on
request by the Bank and in form and substance satisfactory to the Bank, a demand
promissory note or other acknowledgment of debt evidencing the amount of all
indebtedness and liability then owing by the Borrower to the Bank pursuant to or
in respect of this Agreement, and in this regard the Borrower shall deliver to
the Bank a supply of blank demand promissory notes which the Bank shall be
authorized, at its discretion, to complete on behalf of the Borrower from time
to time in pursuance of this clause. In the event that any such promissory note
or any other acknowledgment of debt, security or other document is requested by
the Bank, the Bank shall not be obligated to honour any cheque or permit any
withdrawal or other debit to the Account until such promissory note, other
acknowledgment of debt, security or other document is delivered to the Bank.
7. The Borrower shall comply with all present and future agreements between
the Borrower and the Bank including any operation of account agreement between
the Borrower and the Bank; provided that in the event there exists any conflict
between the provisions of such operation of account agreem ent and the
provisions hereof, the provisions hereof shall govern.
8. The Bank shall have the right at any time to demand immediate payment of
the Loan, or any part thereof, together with interest, fees, charges and costs
outstanding hereunder and the borrower shall forthwith comply with any such
demand. In addition, the Bank may at any time terminate this Agreement forthwith
upon giving notice to the Borrower, in which event all amounts payable by the
Borrower to the Bank pursuant to this Agreement shall forthwith become due and
payable and thereafter the Bank shall not be obliged to honour any cheque,
permit any withdrawal or permit the creation or increase of the Loan.
9 Upon receipt from the Bank each month of a statement of the Account
together with all Cheques or vouchers for amounts appearing therein charged to
the Account, the Borrower shall examine such statement, cheques or vouchers and
check the credit and debit entries in the statement, and, withi n thirty days
after the Bank delivers or mails such statement, cheques and vouchers to the
Borrower, the
For a Corporation:
GLAS-AIRE INDUSTRIES LTD
-----------------------------------
(Corporate Seal) By: /S/ ▇▇▇▇ ▇▇▇▇
-----------------------------------
By:
-----------------------------------
For a Partnership,
Signed, Sealed and Delivered in the presence of:
Witness
----------------------------------
Name
-------------------------------------
Address
----------------------------------
(All partners should sign under seal and the signature of each partner should be
witnessed individually).
EXHIBIT 10.2
Hongkong Bank of Canada
CORPORATION BANKING RESOLUTION
FOR BORROWING ACCOUNTS
Passed by the Board of Directors Glas-Aire Industries Ltd
on or as at the _____ day of November 1997
Resolved:
1. That the President
is/are authorized on behalf of the Company:
(a) to borrow money or otherwise obtain financial assistance from Hongkong
Bank of Canada (herein called the "Bank") either by way of overdraft,
discount, loan, advance, line of credit, letter of credit, acceptance
of bills of exchange issued by the Company or otherwise;
(b) to assign, transfer, convey, hypothecate, mortgage, charge, pledge or
give security in any manner upon any property of the Company, real or
personal, moveable or immovable, present or future, and upon any
rights, powers, choses in action, or other assets, present or future,
of the Company, as security for the fulfillment of any liabilities or
obligations, and for payment of any indebtedness, present or future,
of the Company now or hereafter made or incurred directly or
indirectly or otherwise, and to empower the Bank or any person or
persons to sell by public or private sale, to assign, to transfer, or
to convey from time to time any such properties; and
(c) without in any way limiting the powers herein conferred upon the
Directors, to give security or promise to give security, to execute
agreements, documents and instruments in any manner or in any form
under the Bank Act or otherwise to assign book accounts, to secure any
money borrowed or to be borrowed or any obligations or liabilities as
aforesaid or otherwise of the Company heretofore, now or hereafter
made or incurred directly or indirectly or otherwise.
2. That the persons listed above shall be authorized to execute on behalf of
the Company, under seal or otherwise, any agreements, documents and
instruments required by the Bank in connection with the above and any such
agreements, documents and instruments signed or purported to be signed in
the manner set forth in this Resolution shall be valid and binding upon the
Company.
3. That the Bank be supplied with a list of all signing officers and other
persons-who are herein named or referred to by office or position with the
Company and that the Bank is hereby authorized to rely upon such list until
it has received an amended list together with such supporting resol utions
or certificates as may be required by the Bank.
4. That the Bank be supplied with a certified copy of this Resolution and that
this Resolution shall remain in force and be binding upon the Company as
regards the Bank until the Bank has received written notification that this
Resolution has been repealed or replaced together with such suppo rting
resolutions or certificates as may be required by the Bank.
EXHIBIT 10.2
Certificate
I/We hereby certify:
1. That the foregoing is a true and correct copy of a Resolution duly passed by
the Directors of Glas-Aire Industries Ltd. on or as at the _____ day of
November, 1997;
2. That the said resolution is now in full force and effect and that it does not
conflict with the provisions of the charger documents of the Company; and
3. That the following is a list of the Directors and Officers of the Company.
Directors of the CompanyOfficers of the Company
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, President
▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇, Controller
Witness our hand(s) at Vancouver, in the Province of British Columbia this ___
day of November, 1997.
/s/ ▇▇▇▇ ▇▇▇▇, President
EXHIBIT 10.2
Hongkong Bank of Canada
SECTION 427 LETTER AGREEMENT
RE: DATING OF DOCUMENTS
GLAS-AIRE INDUSTRIES LTD.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇ VSM 2E9
________________, 19____
Hongkong Bank of Canada
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇
Dear Sirs:
Re: Section 427 Bank Act Security Documents
This is your irrevocable authority to do the following acts in connection with
our Section 427 Bank Act security documents with any or all Form numbers LD
427-2, LD 427-3(A), LD 427-3(B), LD427-5 AND LD 427-9 on our behalf and as our
duly authorized agents:
1. Date them a date that is subsequent to the date of filing of the Notice of
Intention to Give Security under Section 427 of the Bank Act;
2. If taken, date the expiry date of LD 427-5 the longer of 20 years or the
loan amortization period or in the case of farm operating credits one year
after the date referred to in paragraph one;
3. Insert all other appropriate reference dates as you see fit;
4. Insert the prime rate of interest of the Bank in effect as at the date
referred to in paragraph one.
It is understood and agreed that our aforesaid Section 427 Bank Act security
documents shall not become operative and take effect until they have been dated
by Hongkong Bank of Canada as provided above and they shall be deemed to have
been delivered and given to Hongkong Bank of Canada pursuant to Section 427 of
the Bank Act as of the date designated by Hongkong Bank of Canada pursuant to
paragraph one of this letter.
GLAS-AIRE INDUSTRIES LTD.
Per: /s/ ▇▇▇▇ ▇▇▇▇
-----------------------
President
Per:
-----------------------
Secretary
EXHIBIT 10.2
Hongkong Bank of Canada
SECTION 427 LETTER AGREEMENT
RE: DATING OF DOCUMENTS
MULTICORP HOLDINGS INC.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇
__________________, 19__
Hongkong Bank of Canada
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇
Dear Sirs:
Re: Section 427 Bank Act Security Documents
This is your irrevocable authority to do the following acts in connection with
our Section 427 Bank Act security documents with any or all Form numbers LD
427-2, LD 427-3(A), LD 427-3(B), LD427-5 AND LD 427-9 on our behalf and as our
duly authorized agents:
1. Date them a date that is subsequent to the date of filing of the Notice of
Intention to Give Security under Section 427 of the Bank Act;
2. If taken, date the expiry date of LD 427-5 the longer of 20 years or the
loan amortization period or in the case of farm operating credits one year
after the date referred to in paragraph one;
3. Insert all other appropriate reference dates as you see fit;
4. Insert the prime rate of interest of the Bank in effect as at the date
referred to in paragraph one.
It is understood and agreed that our aforesaid Section 427 Bank Act security
documents shall not become operative and take effect until they have been dated
by Hongkong Bank of Canada as provided above and they shall be deemed to have
been delivered and given to Hongkong Bank of Canada pursuant to Section 427 of
the Bank Act as of the date designated by Hongkong Bank of Canada pursuant to
paragraph one of this letter.
MULTICORP HOLDINGS INC.
Per: /s/ ▇▇▇▇ ▇▇▇▇
-----------------------
President
Per:
-----------------------
Secretary
EXHIBIT 10.2
Hongkong Bank of Canada
SECURITY UNDER SECTION 427 OF THE BANK ACT
For good and valuable consideration, the undersigned hereby assigns to Hongkong
Bank of Canada (herein called the "Bank") as continuing security for the payment
of all obligations arising from the acceptance of our bills of exchange, the
extension of credit, loans or advances (the "Loans and Advances") made or that
may be made by the Bank to the undersigned up to and including the _______ day
of _______________, 19_____, pursuant to the Application for Credit and Promise
to Give Security made by the undersigned to the Bank and dated the ________ day
of ________________, 19___, and any Application(s) for Credit and Promise(s) to
Give Security supplemental thereto made or that may be made by the undersigned
to the Bank or renewals of such Loans and Advances or substitutions therefor and
interest on such Loans and Advances and on any such renewals and substitutions,
all property of the kind(s) hereinafter described of which the undersigned is
now or may hereafter become the owner, to wit -
all goods wares and merchandise manufactured or produced by the undersigned
or procured for such manufacture or production including without limitation
all materials including plastic sheets rubber moulding metal strips metal
clips styrofoam bolts screws sun wind and bug deflectors skylights plastic
wrapping materials and cardboard and all goods wares and merchandise used
in or procured for the packing of such goods wares and merchandise so
manufactured or produced
and which is now or may hereafter be in the place or places hereinafter
designated, to wit - in at upon or near the lands and premises situate at
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and situate at any other
place or places in Canada where the said security may be located
and any place or places in Canada and in transit thereto and therefrom, or where
the said property is comprised in whole or in part of fishing vessels, fishing
equipment and supplies or products of the sea, lakes and rivers, wherever such
property may be.
This security is given under the provisions of Section 427 of the Bank Act.
The property is now owned by the undersigned and hereby assigned is free from
any mortgage, lien or charge thereon, other than previous assignments, if any,
to the Bank, and the undersigned warrants that the property which may hereafter
be acquired by the undersigned and is hereby assigned shall be free from any
mortgage, lien or charge thereon, other than previous assignments, if any, to
the Bank.
Dated at _________________________ this _____ day of _________________, 19______
Where the undersigned is an Individual:
Signed, Sealed and Delivered By in the presence of:
______________________________________________
Where the undersigned is a Corporation:
GLAS-AIRE INDUSTRIES LTD.
Name of Corporation
By /s/ ▇▇▇▇ ▇▇▇▇, President
--------------------------------
EXHIBIT 10.2
Hongkong Bank of Canada
SECURITY UNDER SECTION 427 OF THE BANK ACT
For good and valuable consideration, the undersigned hereby assigns to Hongkong
Bank of Canada (herein called the "Bank") as continuing security for the payment
of all obligations arising from the acceptance of our bills of exchange, the
extension of credit, loans or advances (the "Loans and Advances") made or that
may be made by the Bank to the undersigned up to and including the _____ day of
________________, 19____, pursuant to the Application for Credit and Promise to
Give Security made by the undersigned to the Bank and dated the day of
__________________, 19___, and any Application(s) for Credit and Promise(s) to
Give Security supplemental thereto made or that may be made by the undersigned
to the Bank or renewals of such Loans and Advances or substitutions therefor and
interest on such Loans and Advances and on any such renewals and substitutions,
all property of the kind(s) hereinafter described of which the undersigned is
now or may hereafter become the owner, to wit -
all goods wares and merchandise manufactured or produced by the undersigned
or procured for such manufacture or production including without limitation
all materials including plastic sheets rubber moulding metal strips metal
clips styrofoam bolts screws sun wind and bug deflectors skylights plastic
wrapping materials and cardboard and all goods wares and merchandise used
in or procured for the packing of such goods wares and merchandise so
manufactured or produced
and which is now or may hereafter be in the place or places hereinafter
designated, to wit in at upon or near the lands and premises situate at
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and situate at any other
place or places in Canada where the said security may be located
and any place or places in Canada and in transit thereto and therefrom, or where
the said property is comprised in whole or in part of fishing vessels, fishing
equipment and supplies or products of the sea, lakes and rivers, wherever such
property may be.
This security is given under the provisions of Section 427 of the Bank Act.
The property is now owned by the undersigned and hereby assigned is free from
any mortgage, lien or charge thereon, other than previous assignments, if any,
to the Bank, and the undersigned warrants that the property which may hereafter
be acquired by the undersigned and is hereby assigned shall be free from any
mortgage, lien or charge thereon, other than previous assignments, if any, to
the Bank.
Dated at _________________ this ______ day of ______________________,19____
Where the undersigned is an Individual:
Signed, Sealed and Delivered
By
------------------------------- I
in the presence of:
---------------------------------
Where the undersigned is a Corporation:
MULTICORP HOLDINGS INC.
Name of Corporation
By /s/ ▇▇▇▇ ▇▇▇▇
-------------------------------
EXHIBIT 10.2
Hongkong Bank of Canada
APPLICATION FOR CREDIT AND PROMISE TO GIVE BILLS OF LADING
WAREHOUSE RECEIPTS, OR SECURITY UNDER ALL OR ANY OF PARAGRAPHS
427(1)(a), (b), (c), (d), (g), (h), (i), 0), (k), (I), (m), (n), (o), (p) OF THE
BANK ACT
To Hongkong Bank of Canada _________________, 19_____
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇
The Bank is hereby requested by the undersigned to extend credits, at its
discretion, whether by loan(s), advances, the acceptance of our bills of
exchange, or otherwise (the "Loans and Advances") on the security of all
property of the kind(s) hereinafter described of which the undersigned is now or
may hereafter become the owner, to wit -
all goods wares and merchandise manufactured or produced by the
undersigned or procured for such manufacture or production including
without limitation all materials including plastic sheets rubber
moulding metal strips metal clips styrofoam bolts screws sun wind and
bug deflectors skylights plastic wrapping materials and cardboard and
all goods wares and merchandise used in or procured for the packing of
such goods wares and merchandise so manufactured or produced
and/or on the security of warehouse receipts and/or bills of lading covering
such property.
And the undersigned promise(s) and agree(s) to give the Bank security for all
Loans and Advances by the Bank to the undersigned, and interest thereon,
pursuant to this application for credit and promise(s) to give security by way
of assignment under Section 427 of the Bank Act covering all the property
aforesaid which is now or may hereafter be in the place or places hereinafter
designated, to wit -
in at upon or near the lands and premises situate at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and situate at any other place or
places in Canada where the said security may be located
and any place or places in Canada and in transit thereto and therefrom, or where
the said property is comprised in whole or in part of fishing vessels, fishing
equipment and supplies or products of the sea, lakes, rivers, wherever such
property may be, and the undersigned promise(s) and agree(s) to give the Bank
from time to time and as often as requested by the Bank warehouse receipts
and/or bills of lading covering all the property aforesaid or any pad thereof
which is now or may hereafter be covered by warehouse receipts or bills of
lading, as security for all the said Loans and Advances.
The undersigned hereby appoint(s) the person for the time being acting as
manager of the above-mentioned branch of the Bank as the attorney of the
undersigned, on behalf of the undersigned, to give from time to time to the Bank
any and all security mentioned above and to sign or endorse and deliver any and
all instruments and documents in connection therewith.
The Bank may from time to time take from the undersigned notes representing the
said Loans and Advances or any part thereof; and any notes so taken shall not
extinguish or pay the indebtedness created by such Loans and Advances but shall
represent the same only.
No security acquired by the Bank shall be merged in any subsequent security or
be taken to be substituted for any security previously acquired.
It is the express wish of the Parties that this agreement and any related
documents be drawn up and executed in English. 11 est la volonte expresse des
Parties que cette convention et tous les documents s'y rattachant soient rediges
et signes en anglais.
Where the undersigned is an Individual:
Signed, Sealed and Delivered
By
-------------------------------
in the presence of:
Where the undersigned is a Corporation:
GLAS-AIRE INDUSTRIES LTD.
-------------------------
Name of Corporation
By /s/ ▇▇▇▇ ▇▇▇▇, President
-------------------------------
EXHIBIT 10.2
Hongkong Bank of Canada
APPLICATION FOR CREDIT AND PROMISE TO GIVE BILLS OF LADING
WAREHOUSE RECEIPTS, OR SECURITY UNDER ALL OR ANY OF PARAGRAPHS
427(1)(a), (b), (c), (d), (g), (h), (i), (j), (k), (I), (m), (n), (o), (p) OF
THE BANK ACT
____________________, 19____
To Hongkong Bank of Canada
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇
The Bank is hereby requested by the undersigned to extend credits, at its
discretion, whether by loan(s), advances, the acceptance of our bills of
exchange, or otherwise (the "Loans and Advances.) on the security of all
property of the kind(s) hereinafter described of which the undersigned is now or
may hereafter become the owner, to wit -
all goods wares and merchandise manufactured or produced by the
undersigned or procured for such manufacture o~ production including
without limitation all materials including plastic sheets rubber
moulding metal strips metal clips styrofoam bolts screws sun wind and
bug deflectors skylights plastic wrapping materials and cardboard and
all goods wares and merchandise used in or procured for the packing of
such goods wares and merchandise so manufactured or produced
and/or on the security of warehouse receipts and/or bills of lading covering
such property. And the undersigned promise(s) and agree(s) to give the Bank
security for all Loans and Advances by the Bank to the undersigned, and interest
thereon, pursuant to this application for credit and promise(s) to give security
by way of assignment under Section 427 of the Bank Act covering all the property
aforesaid which is now or may hereafter be in the place or places hereinafter
designated, to wit -
in at upon or near the lands and premises situate at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and situate at any other place or
places in Canada where the said security may be located
and any place or places in Canada and in transit thereto and therefrom, or where
the said property is comprised in whole or in part of fishing vessels, fishing
equipment and supplies or products of the sea, lakes, rivers, wherever such
property may be, and the undersigned promise(s) and agree(s) to give the Bank
from time to time and as often as requested by the Bank warehouse receipts
and/or bills of lading covering all the property aforesaid or any part thereof
which is now or may hereafter be covered by warehouse receipts or bills of
lading, as security for all the said Loans and Advances.
The undersigned hereby appoint(s) the person for the time being acting as
manager of the above-mentioned branch of the Bank as the attorney of the
undersigned, on behalf of the undersigned, to give from time to time to the Bank
any and all security mentioned above and to sign or endorse and deliver any and
all instruments and documents in connection therewith.
The Bank may from time to time take from the undersigned notes representing the
said Loans and Advances or any part thereof; and any notes so taken shall not
extinguish or pay the indebtedness created by such Loans and Advances but shall
represent the same only.
No security acquired by the Bank shall be merged in any subsequent security or
be taken to be substituted for any security previously acquired.
It is the express wish of the Parties that this agreement and any related
documents be drawn up and executed in English. 11 est la volonte exptesse des
Patties que cene convention et tous les documents s'y ranachant soient rediges
et signes en anglais.
Where the undersigned is an Individual:
Signed, Sealed and Delivered
By
--------------------------------
in the presence of:
Where the undersigned is a Corporation:
MULTICORP HOLDINGS INC.
Name of Corporation
By /s/ ▇▇▇▇ ▇▇▇▇
---------------------------------
