EXHIBIT 10.32
ROYAL BANK OF CANADA
REVOLVING DEMAND LOAN AGREEMENT
(CANADIAN DOLLARS)
To: HC HEALTHCARE HEARING CLINICS LTD. FEBRUARY 12, 1997
(Name of customer)
XXXXX 0000-000 XXXX XXXXXX
XXXXXXXXX, X.X. X0X-0XX
(Address)
Dear Sirs:
In consideration of ROYAL BANK OF CANADA (the "Bank") providing you with a
revolving demand loan facility (the "Loan Facility") in the principal amount of
up to $200,000 (figures) Two Hundred
Thousand---------------------------------Dollars (words), at our unit of account
located at 0000 Xxxx Xxxxxxx, Xxxxxxxxx, X.X. (unit address), the Customer
agrees (and each of them, if more than one, jointly and severally agrees) with
the Bank as follows:
1. The Customer promises to pay to the Bank on demand all amounts
outstanding under this Loan Facility including principal, interest, and
any charges, together with interest thereon calculated at a rate equal
to the Bank's Prime Interest Rate per annum in effect from time to time
plus 1 1/2% per annum, interest shall be calculated monthly in arrears,
both before and after maturity, default and judgment, on the daily
balance outstanding at the aforementioned rate based on the actual
number of days elapsed divided by 365, with interest on overdue
interest at the same rate as on the principal, and shall be payable on
the 21st day of each month. On the date hereof such Prime Interest Rate
is 5 1/2% per annum.
The Prime Interest Rate is the annual rate of interest announced from
time to time by the Bank as a reference rate then in effect for
determining interest rates on Canadian dollar commercial loans in
Canada.
2. The Customer authorizes the Bank, but the Bank is not obliged, from
time to time to debit Account #0000000 transit 00010 with the amount of
interest accrued and unpaid by the Customer. The Customer acknowledges
the Bank may withdraw any undrawn portion of the Loan Facility at any
time without notice.
3. Provided that the Bank has not demanded payment of any amount
outstanding under this Loan Facility, or has not terminated this
agreement, the Customer may borrow, repay and reborrow up to the amount
remaining available under this Loan Facility at any time and from time
to time in the following manner:
b. The Customer authorizes the Bank, daily or otherwise as and
when determined by the Bank from time to time to ascertain the
position or net position (as the case may be) between the
Customer and the Bank in respect to the deposit account, or if
more than one, the deposit accounts maintained by the Customer
with the Bank (the "Account") and that
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(1) if such position or net position is a credit in
favour of the Customer, the Bank will apply the
amount of such credit or any part thereof, rounded to
the nearest $5,000 as a repayment of the Loan
Facility, and the Bank will debit the Account with
the amount of such repayment, and
(2) if such position or net position is a debit in favour
of the Bank, the Bank will make an advance under the
Loan Facility of such amount, rounded to the nearest
$5,000 as is required to place the Account in such
credit or net credit position as has been agreed
between the Customer and the Bank from time to time,
provided that at no time shall the balance owing exceed the amount of
the Loan Facility.
c. The Customer authorizes the Bank to debit account #0000000
(transit 00010) with $100 per month as the fee for the service
selected under option (a) or (b) above.
The Customer authorizes the Bank to debit account #0000000
(transit 00010) with a specified fee per month as may be
agreed between the Bank and the client from time to time. This
fee may be packaged with fees for other products/services as
negotiated with the customer.
The foregoing fees and revolvement amount will be reviewed
annually by the Bank. Following such review, the Bank may
renegotiate the fees and revolvement amount with the Customer,
and may revise the fees and revolvement amount upon giving the
Customer 30 days<018> prior written notice mailed to the
Customer at the most recent address known to the Bank.
4. The Customer agrees to maintain an average monthly minimum credit
balance in the Account, which may include compensating balances to
cover non-lending services fees, reserves and debit float. Such balance
shall be:
b. the amount agreed to in writing between the Customer and the
Bank from time to time.
5. The Bank shall maintain on the books of its unit of account, accounts
and records evidencing the outstanding principal amount of the loan of
the Bank to the Customer under this Loan Facility together with any
interest in respect thereof. The Bank shall maintain a record of the
amount of the balance, each advance, and each payment of principal and
interest on account of the loan. The Bank<018>s accounts and records
constitute in the absence of manifest error prima facie evidence of the
indebtedness of the Customer to the Bank under this Loan Facility.
6. The Customer acknowledges that the outstanding principal balance owing
to the Bank under existing revolving demand loan agreement, or as the
case may be, existing operating loans, is $155,000 (figures) One
Hundred Fifty Five--------------------------Dollars (words) as at the
close of business on February (month) 11 (day), 1997 (year). The
initial outstanding principal balance under this loan facility will be
adjusted to reflect transactions under the above credit facilities
occurring between March 17 (month/day), 1994 (year) and the date of
acceptance of this agreement. Interest on amounts outstanding under the
above credit facilities from the date of acceptance hereof will be at
the rate set forth in paragraph 1 of this agreement. The Customer
acknowledges that the security interests previously granted to the Bank
continue to enure to the Bank.
7.
b. The Loan Facility extended under the Revolving Demand Loan
Agreement in the amount of $150,000 and dated March 18
(month/day), 1994 (year) is being replaced without novation by
the present agreement.
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Please acknowledge acceptance of the terms and conditions of this
agreement by signing a copy on or before February 26 (month/day), 1997
(year) and returning it to the undersigned.
The Customer has expressly requested that this document be drawn up and executed
in the English language. Le client a expressement demande que ce document soit
redige et signe en langue anglaise.
Yours very truly,
/S/ SIGNATURE
Manager
ACCEPTED
(month) (day) (year)
HC HEALTHCARE HEARING CLINICS LTD.
(Name of Customer)
(Authorized Signature)
(Authorized Signature)
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