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THIS LOAN AGREEMENT is dated for reference and made effective the 15th day of
January, 1997,
BETWEEN:
ICHOR CORPORATION, a corporation organized under
the laws of Delaware, and having an office at 000 Xxxxxx
Xxxxx, Xxxxxxxxxxx, Xxxxxxxxxxxx, 00000
(hereinafter called "ICHOR")
OF THE FIRST PART
AND:
ICHOR SERVICES, INC., a corporation, organized under
the laws of Delaware and having an office at 000 Xxxxxx
Xxxxx, Xxxxxxxxxxx, Xxxxxxxxxxxx, 00000
(hereinafter called "ISI")
OF THE SECOND PART
(ICHOR and ISI are hereinafter collectively called the "Borrowers")
AND:
XXXXXXXX FINANCIAL CORPORATION, a corporation, organized
under the laws of Delaware and having an address at 1250,
000 Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0
(hereinafter called the "Lender")
OF THE THIRD PART
WHEREAS the Borrowers have requested that the Credit Facility (hereinafter
defined) be made available by the Lender to the Borrowers;
AND WHEREAS the Lender has agreed to make the Credit Facility available to the
Borrowers upon the terms and conditions set out herein;
NOW THEREFORE THIS LOAN AGREEMENT WITNESSES THAT in consideration of the
respective agreements hereinafter set forth and for other good and valuable
consideration (the receipt
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and sufficiency of which are hereby acknowledged), the parties hereto
acknowledge, declare, covenant and agree as follows:
ARTICLE I
1. INTERPRETATION
1.1 Definitions
-----------
When used in this Loan Agreement (including the recitals) or in any amendment
or schedule hereto, the following terms shall, unless otherwise expressly
provided, have the following meanings, respectively:
"Advance Date" means with respect to each Advance the date upon which such
Advance shall be made by the Lender to the Borrowers;
"Advances" means advances made by the Lender to the Borrowers or at the
Borrowers' direction from time to time pursuant to the provisions hereof, and
"Advance" means any such advance;
"Ancillary Documents" means, collectively, the Note and the General Security
Agreement and "Ancillary Document" means any one of them;
"Banking Day" means a day on which the Main Branch of the Royal Bank of Canada
is open for business in Vancouver, British Columbia;
"Credit Facility" means the credit facility in the Principal Sum established
by the Lender in favour of the Borrowers pursuant to Section 2.1 hereof;
"Collateral" means all present or after acquired personal property of the
Borrowers as more specifically set out in the General Security Agreement(s);
"Financing Statement(s)" means Universal Commercial Code financing statements
to be executed by the Borrowers to enable the Lender to perfect its security
interests in the Collateral;
"General Security Agreement(s)" means agreement(s) between the Borrowers and
the Lender pursuant to which the Borrowers grant a security interest to and in
favour of the Lender over all of their present and after-acquired personal
property which agreement(s) shall be in substantially the form appended as
Schedule "B" hereto;
"Interest Rate" means 10% per annum;
"Loan Agreement" means this loan agreement and the schedules hereto;
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"Note" means the promissory note delivered by the Borrowers to the Lender, in
the form of Schedule "A" hereto, to evidence the maximum principal
indebtedness of the Borrowers to the Lender hereunder;
"Person" means an individual, a corporation, a partnership, a trustee, or any
unincorporated organization, and words importing persons have a similar
meaning;
"Principal Sum" means $250,000;
"Security" means the security to be provided by the Borrowers to the Lender
described in Section 4.1 hereof.
1.2 Headings, etc.
--------------
The division of this Loan Agreement into Articles and Sections and the
insertion of headings are for convenience of reference only and shall not
affect the construction or interpretation of this Loan Agreement.
1.3 Amendment
---------
No amendment of any provision of this Loan Agreement or the Ancillary
Documents shall be effective unless the same shall be in writing and signed by
each party thereto which is then a party to or, to whom a security interest
has been granted pursuant to, the respective document being amended.
1.4 Counterparts
------------
This Loan Agreement may be executed in any number of counterparts by one or
more parties hereto and such counterparts, each of which when so executed and
delivered, shall be deemed to be an original and all of which when taken
together shall constitute one and the same instrument.
An executed counterpart of this Loan Agreement may be delivered by facsimile
transfer or similar form of electronic communication from one party to the
other provided that an original executed counterpart is promptly delivered to
such receiving party.
1.5 Payments
--------
Whenever any payment to be made hereunder or under the Note shall be stated to
be due on a day which is not a Banking Day, such payment may be made on the
next succeeding Banking Day and such extension of time shall in such case be
included in the computation of the payment of interest hereunder, but shall
not in any event operate as a waiver by the Lender of any of its rights.
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1.6 Severability
------------
If one or more provisions contained in this Loan Agreement and/or an Ancillary
Document shall be invalid, illegal or unenforceable in any respect under any
applicable law, the validity, legality and enforceability of the remaining
provisions hereof and/or thereof shall not be affected or impaired thereby.
1.7 Currency
--------
Unless otherwise specified herein all references to "dollars" shall be
references to U.S. Currency.
1.8 Schedules
---------
Schedules and other documents attached or referred to in this Loan Agreement
are an integral part of this Loan Agreement.
ARTICLE II
2. CREDIT
2.1 Credit Facility
---------------
Relying on each of the representations and warranties set out herein and
subject to the terms and conditions set forth herein, the Lender hereby
extends and agrees to make available to the Borrower, the Credit Facility in
the amount of the Principal Sum.
2.2 Nature of the Credit Facility
-----------------------------
The Credit Facility shall be available to the Borrowers up to the Principal
Sum on a revolving basis subject to termination following demand for payment
as hereinafter provided. Notwithstanding the foregoing, the Borrowers
acknowledge that the Lender may at any time, in its absolute discretion,
refuse to make any Advance requested under the Loan Agreement notwithstanding
that the Borrowers are in compliance with their covenants set out herein, and
without limiting the generality of the foregoing shall be entitled to refuse
to make an advance if:
(a) the Borrowers shall fail to pay any principal hereunder when the
same becomes due and payable;
(b) the Borrower shall fail to pay any interest or default interest
hereunder when the same becomes due and payable;
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(c) any representation, warranty or certification made by the Borrower
or the Guarantor herein or in relation hereto or in any other
agreement to which the Borrower or the Guarantor and the Lender
are a party shall prove to have been incorrect when made;
(d) either Borrower shall fail to perform any term, covenant or
agreement contained herein on its part to be performed or observed;
(e) either Borrower shall generally not pay its debts as such debts
become due, or shall indicate in writing its inability to pay such
debts generally, or shall make a general assignment for the benefit
of creditors; or any proceeding shall be instituted by or against
either Borrower seeking to adjudicate it a bankrupt or insolvent,
or seeking liquidation, winding-up, reorganization, arrangement,
adjustment, protection, relief or composition of its debts under
any law relating to bankruptcy, insolvency or reorganization or
relief of debtors, or seeking the entry of an order for relief or
the appointment of a receiver, trustee or other similar official
for it or for any part of its property or the Borrower or the
Guarantor shall take any corporate action to authorize any of the
actions set forth above;
(f) either Borrower shall fail to pay the principal of or premium or
interest on any debt of either Borrower which is outstanding in an
aggregate principal amount in excess of $5,000 when the same
becomes due and payable (whether by scheduled maturity, required
prepayment, acceleration, demand or otherwise) or if any other
event shall occur specified in any agreement or instrument relating
to any such debt, if the effect of such event is to permit the
acceleration of the maturity of such debt; or debt of either
Borrower which is outstanding in an aggregate principal amount
exceeding $5,000 shall be validly declared to be due and payable
prior to the stated maturity thereof;
(g) any judgment or order for the payment of money in excess of $5,000
shall be rendered against either Borrower;
(h) either Borrower shall engage in any business not currently carried
on by it and such engagement shall constitute in the opinion of the
Lender an event which has an adverse effect on the ability of
either Borrower to perform its obligations under the Loan
Agreement; or
(i) in the opinion of the Lender there occurs any adverse change from
the date hereof or any date subsequent hereto in the financial
condition, business, operations, assets, properties or prospects of
either Borrower.
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2.3 Interest on Advances
--------------------
The Borrowers shall pay to the Lender interest on Advances from the Lender at
the Interest Rate. Interest shall accrue daily in arrears and shall be
compounded monthly while such Advances are outstanding and shall be computed
on the basis of a year of 365 days and for actual days elapsed and shall be
payable on demand.
2.4 Default Interest
----------------
Default interest shall be paid on all interest payable hereunder which is
overdue. Default interest with respect to interest payable shall be
calculated daily and compounded monthly at the Interest Rate. Default
interest on overdue interest shall be paid on demand both before and after
default and judgment. Default interest shall be computed from and including
the date interest payable pursuant to the Loan Agreement becomes due and shall
be paid for so long as such amount or amounts remain unpaid.
2.5 Notice for Advances
-------------------
The Borrowers shall give to the Lender not less than 24 hours notice of their
intention to take an Advance which notice shall specify the amount of the
Advance, the Advance Date. All Advances shall be requested and made in
multiples of $1,000 and shall be advanced from the Lender as directed by the
Borrower on the Advance Date by way of telegraphic or other internal bank
transfers or by such other method of delivery as may be set out in the notice
requisitioning the Advance and agreed upon by the Lender, provided that the
Lender may advance in multiples other than $1,000 and such Advances shall be
properly made.
2.6 Conditions of the Advances
--------------------------
The Lender shall not make an initial Advance unless on such Advance Date all
representations and warranties of the Borrowers as set out herein are true and
correct and each of the following conditions is satisfied as of such date:
(a) the execution and delivery by the Borrowers to the Lender of the Loan
Agreement, the Note and the General Security Agreement;
(b) the execution and delivery by the Borrowers to the Lender of all such
documents as in the opinion of counsel to the Lender are necessary or
appropriate to render effective the Security and protect the rights of
the Lender in respect thereof, including:
(i) certified copies of the constating documents of the Borrowers and
any amendments thereto;
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(ii) certificates of good standing of the Borrowers;
(iii) certified copies of resolutions of the boards of directors of the
Borrowers authorizing the Borrowers to execute and deliver and
perform their obligations under the Loan Agreement and authorizing
the execution, delivery and performance of the Ancillary Documents
to which each is a party and the delivery of the instruments,
agreements, certificates and other documents contemplated herein
and therein and the manner in which and by whom the foregoing
documents are to be executed and delivered;
(iv) incumbency certificates of the Borrowers setting forth the names
of their directors and officers and specimen signatures of the
individuals who sign the Loan Agreement, the Ancillary Documents
and the instruments, agreements, certificates and other documents
provided for or contemplated therein; and
(v) a favourable opinion of counsel for the Borrowers (in form and
content satisfactory to the solicitors for the Lender) to the
effect that:
(A) each of the Borrowers exists as a company in its
jurisdiction of organization and is in good standing with
respect to all required corporate filings;
(B) the Borrowers have the corporate power and capacity to
borrow money in the manner herein contemplated and have the
corporate capacity to grant security therefor in the manner
herein contemplated and to enter into, observe and perform
the terms and obligations on its part to be observed and
performed under the Loan Agreement and the Ancillary
Documents;
(C) the Borrowers have duly authorized, executed and delivered
the Loan Agreement and the Ancillary Documents to which it
is a party and the Loan Agreement and the Ancillary
Documents constitute valid and binding obligations of the
Borrowers, and the Loan Agreement is enforceable against the
Borrowers in accordance with its terms, save as enforcement
may be limited by applicable bankruptcy, insolvency,
moratorium, reorganization or similar laws at the time in
effect affecting the rights of creditors generally and
subject to equitable principles which may limit the
availability of certain remedies;
(D) insofar as they are aware in their capacity as counsel for
the Borrowers, there are no actions, proceedings or
investigations pending or threatened which question the
validity of the Loan
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Agreement and the Ancillary Documents or the validity of any
act to be taken pursuant thereto; and
(c) registration of Financing Statements in a form or forms satisfactory to
the Lender in such registries as the Lender may require;
(d) the representations and warranties contained herein are true and
correct; and
(e) the Borrowers shall have complied with all of their covenants and
obligations in this Loan Agreement.
The conditions set forth in this Section 2.6 are for the sole benefit of the
Lender and may be waived by the Lender from time to time in whole or in part.
ARTICLE III
3. REPAYMENTS OF PRINCIPAL AND INTEREST
3.1 Repayment of Credit Facility
----------------------------
The Lender may at any time, in its absolute discretion, terminate the
availability of the Credit Facility and demand payment of all monies due
thereunder within a reasonable period of time from the date of demand. After
the lapse of such reasonable period of time, the Borrowers shall immediately
pay to the Lender all amounts outstanding under the Credit Facility, including
principal, interest and default interest. For the purposes of this provision,
a reasonable period of time shall be five (5) days unless the Lender
reasonably determines that the value of the Borrowers' businesses or the
Security would be reduced or the ability of the Lender to realize on such
security would be impaired by such delay or any part thereof. The Borrowers
acknowledge that the Credit Facility is made available by the Lender on a
demand basis and that the Lender is entitled to demand payment from the
Borrowers at any time notwithstanding that the Borrowers are in compliance
with its covenants herein.
3.2 Borrowers' Right to Prepay Credit Facility
------------------------------------------
The Borrowers may repay all or part of the Credit Facility from time to time.
Prepayments may be made at anytime without notice, bonus, penalty or premium.
3.3 Place of Payment of Principal and Interest
------------------------------------------
All payments of principal and interest due to the Lender shall be made on the
day that such amount is due to the Lender at the Lender's address provided for
in this Loan Agreement.
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ARTICLE IV
4. SECURITY
4.1 Security
--------
As general and continuing security for the performance of their obligations
hereunder, and the prompt payment when due by the Borrowers of their
borrowings under the Credit Facility and interest thereon and all other moneys
for the time being and from time to time owing by the Borrowers hereunder,
including default interest, the Borrowers shall execute or cause to be
executed and deliver to the Lender, on or before the first Advance Date, the
following:
(a) the Note; and
(b) the General Security Agreements.
The Security granted hereunder is in addition to and not in substitution for
any other security interest now or hereafter held by the Lender from either
Borrower or from any other person whomsoever and secures and is and shall at
all times be general and continuing security for the payment, performance and
satisfaction of any and all indebtedness and liability of the Borrowers to the
Lender (including interest and default interest thereon) present or future,
direct or indirect, absolute or contingent, extended or renewed, wheresoever
and howsoever incurred and, without limiting the generality of the foregoing,
for the performance and satisfaction of all obligations of the Borrowers to
the Lender under the Loan Agreement (all of which indebtedness, liability and
obligations are hereinafter collectively called the "Indebtedness"). If the
Security is not sufficient to satisfy all Indebtedness of the Borrowers, the
Borrowers acknowledge and agrees that the Borrowers shall continue to be
liable for any Indebtedness remaining outstanding and the Lender shall be
entitled to pursue full payment thereof.
4.2 Conflicts
---------
If a conflict or inconsistency exists between a provision of this Loan
Agreement and a provision of the Ancillary Documents or any part thereof, then
the provisions of this Loan Agreement shall prevail. Notwithstanding the
foregoing, if there is any right or remedy of the Lender set out in the
Ancillary Documents or any part thereof which is not set out or provided for
in this Loan Agreement, such additional right or remedy shall not constitute a
conflict or inconsistency. The Lender acknowledges that the Principal Sum
evidenced by the Note may exceed the principal and interest due or accruing
due from the Borrowers to the Lender hereunder and the Lender covenants not to
demand or require payment of a principal sum in excess of that payable
hereunder.
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4.3 Return of Security
------------------
Upon payment of all principal and interest due from the Borrowers to the
Lender under this Loan Agreement, the Lender shall forthwith upon receipt of
written notice requiring return of the Security surrender its interest in and
deliver the Security to the Borrowers.
ARTICLE V
5. REPRESENTATIONS AND WARRANTIES
5.1 Representations and Warranties of the Borrowers
-----------------------------------------------
The Borrowers represent and warrant to the Lender as set forth in this part of
the Loan Agreement. All representations and warranties shall survive all
borrowings and no investigation at any time made by or on behalf of a Lender
shall diminish in any respect whatsoever its right to rely thereon. The
Borrowers represent and warrant to the Lender as follows:
(a) each of the Borrowers has full corporate power and authority to own its
properties and to enter into and perform its obligations under this Loan
Agreement and the Ancillary Documents and to do all acts and things and
execute and deliver all other documents as are required hereunder or
thereunder to be done, observed or performed by it in accordance with
their terms;
(b) each of the Borrowers has taken all necessary action to authorize the
creation, execution, delivery and performance of this Loan Agreement and
to observe and perform the provisions of each in accordance with its
terms as of the date hereof and the Loan Agreement and each of the
Ancillary Documents has been duly executed by the Borrowers, as
required, and when delivered will be legal, valid and binding
obligations of the Borrowers, enforceable in accordance with their
terms, save as enforcement may be limited by applicable bankruptcy,
insolvency, moratorium and similar laws at the time in effect affecting
the rights of creditors generally and subject to equitable principles
which may limit the availability of certain remedies;
(c) each of the Borrowers is a company, validly existing and in good
standing with respect to the filing of required corporate returns under
the laws of its jurisdiction and is duly qualified, in good standing and
authorized to do business in all jurisdictions where the character of
the properties owned by it or the nature of the business transacted by
it makes such qualification necessary;
(d) the execution and delivery and performance of the Loan Agreement and the
Ancillary Documents will not contravene any material provision of any
regulation, order or permit
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applicable to the Borrowers or cause a conflict with or contravention of
either of their constating documents or cause a breach of or constitute
a default under or require any consent under any agreement or instrument
to which either Borrower is a party or by which either Borrower is bound
except such as have been obtained;
(e) neither Borrower is in default under any agreement or instrument to
which it is a party in any way which materially adversely affects its
business and there are no suits or judicial proceedings or proceedings
before any governmental commission, board or other agency pending or to
the knowledge of either Borrower or threatened against either Borrower
which involves a significant risk of a judgment or liability which, if
satisfied, would have a materially adverse affect upon the financial
position of either Borrower or the ability to borrow or meet the
Borrowers' obligations under the Loan Agreement;
(f) each Borrower has all leases, licenses, permits and consents as are
essential for the carrying on of its business in the manner in which its
business is carried on and all such leases, licenses, permits and
consents are in full force and effect and no proceedings relating
thereto are pending or known to either Borrower which materially
adversely affects its business;
(g) neither Borrower is in default under any guarantee, bond, debenture,
note or other instrument evidencing any indebtedness or under the terms
of any instrument pursuant to which any of the foregoing has been issued
or made and delivered and, to the knowledge of either Borrower there
exists no state of facts which, after notice or lapse of time or both
would constitute such a default;
(h) ICHOR has furnished to the Lenders its most recent audited financial
statements for the fiscal year ended January 31, 1996, all such
financial statements have been prepared in accordance with generally
accepted accounting principles applied on a consistent basis, except as
stated therein or in the notes thereto, and present fairly the financial
position of the Borrowers as at the date thereof; and
(i) since January 1, 1996, there has been no material adverse change in the
financial condition of the Borrowers from that shown in the financial
statements delivered to the Lender other than in the ordinary course of
their respective businesses, and any such change in the ordinary course
of their respective businesses has not been materially adverse to the
businesses of the Borrowers except as disclosed to the Lender;
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ARTICLE VI
6. COVENANTS
6.1 Covenants of the Borrowers
--------------------------
The Borrowers jointly and severally covenant to the Lender as follows and
confirm that the Lender is relying upon such covenants that:
(a) the Borrowers will duly and punctually pay all principal, interest and
default interest required to be paid by the Borrowers hereunder in the
manner specified herein;
(b) the Borrowers will maintain their corporate existence at all times;
(c) the Borrowers will observe and perform all of their covenants contained
in this Loan Agreement and the Ancillary Documents;
(d) the Borrower will not sell, assign, give, transfer, pledge, mortgage,
charge, create a security interest in or otherwise encumber any of the
Collateral other than pursuant to the General Security Agreement(s);
(e) ICHOR will keep or cause to be kept proper books of account and shall
furnish to the Lender within ninety (90) days after the close of each
fiscal year copies of its annual consolidated audited financial
statements reported on by its auditor and accompanied by their signed
report and within forty-five (45) days of the close of each fiscal
quarter shall provide copies of its quarterly consolidated unaudited
financial statements including a consolidated balance sheet, a
consolidated statement of earnings and retained earnings and a
consolidated statement of changes of financial position signed by the
chief financial officer of ICHOR;
(f) the Borrowers will at all times keep adequately insured by a financially
sound or reputable insurer (and will provide satisfactory evidence
thereof to the Lender on at least an annual basis and on request) all
assets and property of a character customarily insured by persons
engaged in the same or similar businesses, similarly situated, including
inventory and business interruption insurance against loss or damage of
the kinds, customarily insured against by such persons and in such
amounts as are customarily insured for by such persons and that the
Borrower will forthwith notify the Lender upon the happening of any
significant loss and will duly and punctually pay or cause to be paid
all premiums and other sums of money for maintaining such insurance and
will, at the request of the Lender, cause the Lender to be designated as
first loss payee under any contract of insurance maintained by either
Borrower over the Collateral;
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(g) the Borrowers will file all material returns including income tax
returns and filings in all required jurisdictions;
(h) the Borrowers will pay all taxes (except taxes in dispute which are
being contested in good faith) including interest and penalties and will
pay or make adequate reserves for the ultimate payment of any tax
payment which is being contested; and
(i) the Borrowers will permit from time to time, as requested by the Lender,
any person designated by the Lender to examine their financial records
and will cause ICHOR's chief financial officer or such other senior
officer as may be appropriate, to discuss and explain, as the case may
be, any of their affairs, finances and accounts and to provide such
other information pertaining to its business as the said representative
may reasonably require;
ARTICLE VII
7. MISCELLANEOUS
7.1 Notices
-------
Any demand, notice or communication to be made or given hereunder shall be in
writing and may be made or given by personal delivery or by transmittal by
facsimile addressed to the respective parties as follows:
To the Borrowers ICHOR Corporation
000 Xxxxxx Xxxxx
Xxxxxxxxxxx, Xxxxxxxxxxxx, 00000
Fax: (000) 000-0000
ICHOR Services, Inc.
000 Xxxxxx Xxxxx
Xxxxxxxxxxx, Xxxxxxxxxxxx, 00000
Fax: (000) 000-0000
To the Lender: Xxxxxxxx Financial Corporation
0000 - 000 Xxxxxxx Xxxxxx
Xxxxxxxxx, X.X. X0X 0X0
Attention: President
Fax: (000) 000-0000
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or to such other address or facsimile number as any party may from time to
time notify the others in accordance with this Section 7.1. Any demand,
notice or communication, if made or given by personal delivery, shall be
conclusively deemed to have been given on the day of actual delivery thereof,
or if made or given by telecopy shall be conclusively deemed to have been
given on the first Banking Day following the transmittal thereof.
7.2 Governing Law and Jurisdiction
------------------------------
Notwithstanding any applicable conflict of laws principles, the Borrower
hereby irrevocably agrees that any legal action or proceedings against it with
respect to this Loan Agreement may be brought in the courts of the Province of
British Columbia or in such other court as the Lender may elect and, by
execution and delivery of this Loan Agreement, the Borrower hereby irrevocably
submits and attorns to the jurisdiction of each such court. This Loan
Agreement shall be governed by and construed in accordance with the laws in
force in the Province of British Columbia.
7.3 Benefit of the Agreement
------------------------
This Loan Agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective successors and permitted assigns.
7.4 Further Assurances and Security
-------------------------------
The Borrowers will do, execute and deliver all such further acts, documents
and things as the Lender may require for the purpose of giving effect to this
Loan Agreement or further securing the obligations of the Borrowers arising
hereunder and the Borrowers agree to provide to the Lender such replacement,
supplementary or additional security as the Lender may require.
7.5 Assignments and Participations
------------------------------
The Borrowers may not assign any or all of their rights and/or obligations
hereunder or under the Ancillary Documents without the prior written consent
of the Lender. The Lender may assign any or all of its rights and/or
obligations hereunder or under the Ancillary Documents, and without limiting
the generality of the foregoing, may assign any or all of its rights and/or
obligations with respect to any specific Advance and/or the Security or any
part thereof.
7.6 Joint and Several Obligations
-----------------------------
The obligations of the Borrowers hereunder and under the Ancillary Documents
are joint and several.
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7.7 Entire Agreement
----------------
This Loan Agreement and the Ancillary Documents comprise the entire agreement
between the parties hereto with respect to the subject matter hereof and
supersedes all prior understandings and agreements between the parties with
respect thereto. There are no representations, warranties, terms, conditions,
undertakings or collateral agreements express, implied or statutory, between
the parties with respect to the subject matter hereof other than as expressly
set forth in this Loan Agreement.
IN WITNESS WHEREOF the parties hereto have caused this Loan Agreement to be
executed effective as of the date first above written.
ICHOR CORPORATION
By: /s/ Xxxx X. Xxxxxxxxx
---------------------------
Name: Xxxx X. Xxxxxxxxx
-------------------------
Title: President
------------------------
ICHOR SERVICES, INC.
By: /s/ Xxxx X. Xxxxxxxxx
---------------------------
Name: Xxxx X. Xxxxxxxxx
-------------------------
Title: President
------------------------
XXXXXXXX FINANCIAL CORPORATION
By: /s/ Xxx Xxxxxxx
---------------------------
Name: Xxx Xxxxxxx
-------------------------
Title: Secretary
------------------------
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SCHEDULE "A"
PROMISSORY NOTE
FOR VALUE RECEIVED the undersigned hereby jointly and severally promise to
pay, upon demand, to XXXXXXXX FINANCIAL CORPORATION the principal sum of Two
Hundred Fifty Thousand ($250,000) U.S. Dollars, together with interest at the
applicable rate specified in that certain Loan Agreement dated January 15,
1997, between Xxxxxxxx Financial Corporation, ICHOR Corporation and ICHOR
Services, Inc. (the "Loan Agreement"), on such principal amount or part
thereof outstanding from time to time from the date or dates of advance
thereof and interest on overdue interest at the rate specified in the Loan
Agreement, as well after as before judgment and both before and after default,
until payment in full in the manner specified in the Loan Agreement, such
interest to be calculated in the manner and paid in arrears as specified in
the Loan Agreement.
All capitalized terms used and not otherwise defined herein shall have the
meanings assigned to them in the Loan Agreement.
This Note is issued pursuant to the Loan Agreement and is subject to all of
the provisions thereof.
All payments of principal and interest shall be made at the place and times
and for value on the date due in the manner set forth in the Loan Agreement.
Notwithstanding any applicable conflict of laws principles, this Note shall be
governed by and construed in accordance with the laws of British Columbia and
the undersigned hereby attorns to the jurisdiction of the Courts of British
Columbia or such other Court as Xxxxxxxx Financial Corporation may elect.
NOTICE OF PRESENTMENT, PROTEST AND DISHONOUR ARE HEREBY WAIVED.
DATED at , , the day of January, 1997.
---------- ---------- -----
ICHOR CORPORATION
Per:
--------------------
ICHOR SERVICES, INC.
Per:
--------------------
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SCHEDULE "B"
GENERAL SECURITY AGREEMENT
THIS SECURITY AGREEMENT is made effective the 15th day of January, 1997,
BETWEEN:
ICHOR SERVICES, INC., a corporation organized under
the laws of Delaware, and having an office at 000 Xxxxxx
Xxxxx, Xxxxxxxxxxx, Xxxxxxxxxxxx, 00000
(the "Debtor")
OF THE FIRST PART
AND:
XXXXXXXX FINANCIAL CORPORATION, a corporation
organized under the laws of Delaware and having
an address at 1250, 000 Xxxxxxx Xxxxxx, Xxxxxxxxx,
Xxxxxxx Xxxxxxxx, X0X 0X0
(the "Secured Party")
OF THE SECOND PART
1. SECURITY INTEREST
1.1 For consideration and as security for the payment and performance of
the Obligations referred to in clause 3 hereof, the Debtor, subject to
the exceptions set out in clause 2, hereby mortgages, charges, assigns
and transfers to the Secured Party, and grants to the Secured Party a
security interest in, all the Debtor's right, title and interest in and
to all presently owned or held and after acquired or held personal
property, assets and undertakings of the Debtor (other than real
property), of whatever nature or kind and wheresoever situate and all
proceeds thereof and therefrom (all of which is hereinafter
collectively called the "Collateral") including, without limiting the
generality of the foregoing:
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(a) Equipment
---------
All equipment, including, without limiting the generality of the
foregoing, machinery, tools, fixtures, furniture, furnishings,
chattels, motor vehicles, vessels and other tangible personal
property that is not Inventory, and all parts, components,
attachments, accessories, accessions, replacements,
substitutions, additions and improvements to any of the
foregoing (all which is hereinafter collectively called the
"Equipment");
(b) Inventory
---------
All inventory, including, without limiting the generality of the
foregoing, goods acquired or held for sale or lease or furnished
or to be furnished under contracts of rental service, all raw
materials, work in process, finished goods, returned goods,
repossessed goods, and all packaging materials, supplies and
containers relating to or used or consumed in connection with any
of the foregoing (all of which is hereinafter collectively called
the "Inventory");
(c) Accounts
--------
All debts, accounts, claims, monies and choses in action which
now are, or which may at any time hereafter be, due or owing to
or owned by the Debtor and all books, records, documents, papers
and electronically recorded data recording, evidencing or
relating to the said debts, accounts, claims, monies and choses
in action or any part thereof (all of which is hereinafter
collectively called the "Accounts");
(d) Other Personal Property
-----------------------
All documents of title, chattel paper, instruments, securities
and money and all other goods of the Debtor that are not
Equipment, Inventory or Accounts;
(e) Intangibles
-----------
All contractual rights, licenses, goodwill, patents trademarks,
trade names, copyrights and other intellectual property of the
Debtor, all other choses in action of the Debtor of every kind
which now are, or which may at any time hereafter be, due or
owing to or owned by the Debtor, and all other intangible
property of the Debtor which is not Accounts, chattel paper,
instruments, documents of title, securities or money.
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2. EXCEPTIONS
2.1 The last 10 days of the term created by any lease or agreement therefor
are hereby excepted out of any charge or security interest created by
this Security Agreement but the Debtor shall stand possessed of the
reversion thereby remaining upon trust to assign and dispose thereof to
any third party as the Secured Party shall direct.
2.2 There shall be excluded from the security interests hereby created any
consumer goods of the Debtor.
3. OBLIGATIONS SECURED
3.1 This Security Agreement and the security interests hereby created are
in addition to and not in substitution for any other security interest
now or hereafter held by the Secured Party from the Debtor or from any
other person whomsoever and shall be general and continuing security
for the payment of all indebtedness and liability of the Debtor to the
Secured Party (including interest thereon), present and future,
absolute or contingent, joint or several, direct or indirect, matured
or not, extended or renewed, wheresoever and howsoever incurred, and
any ultimate balance thereof, including all future advances and
re-advances, and for the performance of all obligations of the Debtor
to the Secured Party, whether or not contained in this Security
Agreement (all of which indebtedness, liability, and obligations are
hereinafter collectively called the "Obligations").
4. PROHIBITIONS
4.1 Without the prior written consent of the Secured Party the Debtor shall
not have power to:
(a) create or permit to exist any security interest in, charge,
encumbrance or lien over, or claims against any of its property,
assets, or undertakings which ranks or could in any event rank in
priority to or pari passu with any security interest created by
this Security Agreement; or
(b) grant, sell, or otherwise assign its chattel paper.
5. ATTACHMENT
5.1 The Debtor acknowledges that the security interests hereby created
attach upon the execution of this Security Agreement (or in the case of
any after acquired property, upon the date of acquisition thereof),
that value has been given, and that the Debtor has, or in the case of
after acquired property will have, rights in the Collateral.
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6. REPRESENTATIONS AND WARRANTIES
6.1 The Debtor, if a company or a partnership, represents and warrants that
this Security Agreement is granted in accordance with resolutions of
the directors (and of the shareholders as applicable) or of the
partners, as the case may be, of the Debtor and all other matters and
things have been done and performed so as to authorize and make the
execution and delivery of this Security Agreement, and the performance
of the Debtor's obligations hereunder, legal, valid and binding.
6.2 The Debtor represents and warrants that the Debtor lawfully owns and
possesses all presently held Collateral and has good title thereto,
free from all security interests, charges, encumbrances, liens and
claims, save only the charges or security interests, if any, shown in
the schedule hereto and those consented to in writing by the Secured
Party, and the Debtor has good right and lawful authority to grant a
security interest in the Collateral as provided by this Security
Agreement.
7. COVENANTS OF THE DEBTOR
7.1 The Debtor covenants that at all times while this Security Agreement
remains in effect the Debtor will:
(a) defend the title to the Collateral for the benefit of the Secured
Party against the claims and demands of all persons;
(b) fully and effectually maintain and keep maintained the security
interests hereby created valid and effective;
(c) maintain insurance on the Collateral with an insurer, of kinds,
for amounts and payable to such person or persons, all as the
Secured Party may require;
(d) maintain the Collateral in good order and repair;
(e) forthwith pay:
(i) all taxes, assessments, rates, duties, levies, government
fees, claims and dues lawfully levied, assessed or imposed
upon it or the Collateral when due, unless the Debtor shall
in good faith contest its obligations so to pay and shall
furnish such security as the Secured Party may require; or
(ii) all security interests, charges, encumbrances, liens and
claims which rank or could in any event rank in priority to
any security interest created by this Security Agreement,
other than the charges or security
21
interests, if any, shown in the Schedule hereto and those
consented to in writing by the Secured Party;
(f) forthwith pay all costs, charges, expenses and legal fees and
disbursements (on a solicitor and his own client basis) which may
be incurred by the Secured Party in:
(i) inspecting the Collateral;
(ii) negotiating, preparing, perfecting and registering this
Security Agreement and other documents, whether or not
relating to this Security Agreement;
(iii) investigating title to the Collateral;
(iv) taking, recovering, keeping possession of and insuring the
Collateral; or
(v) all other actions and proceedings taken in connection with
the preservation of the Collateral and the enforcement of
this Security Agreement and of any other security interest
held by the Secured Party as security for the Obligations;
(g) at the Secured Party's request at any time and from time to time
execute and deliver such further and other documents and
instruments and do all acts and things as the Secured Party in
its absolute discretion requires in order to confirm and perfect,
and maintain perfection of, the security interests and charges
hereby created in favour of the Secured Party upon any of the
Collateral;
(h) notify the Secured Party promptly of:
(i) any change in the information contained herein relating to
the Debtor, its address, its business or the Collateral;
(ii) the details of any material acquisition of the Collateral;
(iii) any material loss or damage to the Collateral;
(iv) any material default by any account debtor in payment or
other performance of his obligations to the Debtor with
respect to any Accounts; or
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(v) the return to or repossession by the Debtor of the
Collateral where such return or repossession of the
Collateral is material in relation to the business of the
Debtor;
(i) prevent the Collateral, other than Inventory sold, leased, or
otherwise disposed of as permitted hereby, from being or becoming
an accession to other property not covered by this Security
Agreement;
(j) permit the Secured Party and its representatives, at all
reasonable times, access to all its property, assets and
undertakings and to all its books of account and records for the
purpose of inspection and render all assistance necessary for
such inspection; and
(k) deliver to the Secured Party from time to time promptly upon
request:
(i) any documents of title, instruments, securities and chattel
paper; constituting, representing or relating to
Collateral;
(ii) all books of account and all records, ledgers, reports,
correspondence, schedules, documents, statements, lists and
other writings relating to the Collateral for the purpose
of inspecting, auditing or copying the same;
(iii) all financial statements prepared by or for the Debtor
regarding the Debtor's business;
(iv) all policies and certificates of insurance relating to the
Collateral; and
(v) such information concerning the Collateral, the Debtor and
the Debtor's business and affairs as the Secured Party may
require.
7.2 The Debtor, if a company, covenants that at all times while this
Security Agreement remains in effect, without the prior written consent
of the Secured Party, it will not:
(a) declare or pay any dividends;
(b) purchase or redeem any of its shares or otherwise reduce its
share capital;
(c) become guarantor of any obligation; or
(d) become an endorser in respect of any obligation or otherwise
become liable upon any note or other obligation other than bills
of exchange deposited to the bank account of the Debtor.
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8. PERFORMANCE OF OBLIGATIONS
If the Debtor fails to perform its Obligations hereunder, the Secured Party
may, but shall not be obliged to, perform any or all of such Obligations
without prejudice to any other rights and remedies of the Secured Party
hereunder, and any payments made and any costs, charges, expenses and legal
fees and disbursements (on a solicitor and his own client basis) incurred in
connection therewith shall be payable by the Debtor to the Secured Party
forthwith with interest until paid at the highest rate borne by any of the
Obligations and such amounts shall be a charge upon and security interest in
the Collateral in favour of the Secured Party prior to all claims subsequent
to this Security Agreement.
9. RESTRICTIONS ON SALE OR DISPOSAL OF COLLATERAL
9.1 Except as herein provided, without the prior written consent of
the Secured Party the Debtor will not:
(a) sell, lease or otherwise dispose of the Collateral;
(b) release, surrender or abandon possession of the Collateral; or
(c) move or transfer the Collateral from its present location.
9.2 Provided that the Debtor is not in default under this Security
Agreement, at any time without the consent of the Secured Party the
Debtor may lease, sell, license, consign or otherwise deal with items
of Inventory in the ordinary course of its business and for the
purposes of carrying on its business.
10. DEFAULT
The Debtor shall be in default under this Security Agreement, unless waived by
the Secured Party, in any of the following events:
(a) the Debtor makes default in payment when due of any indebtedness
or liability of the Debtor to the Secured Party; or
(b) the Debtor is in breach of any term, condition, obligation or
covenant to the Secured Party, or any representation or warranty
to the Secured Party is untrue, whether or not contained in this
Security Agreement; or
(c) the Debtor makes an assignment for the benefit of its creditors,
is declared bankrupt, makes a proposal or otherwise takes
advantage of provisions for relief under any bankruptcy or
insolvency legislation or any proceedings shall be instituted
against the Debtor seeking to adjudicate it bankrupt or insolvent
or
24
seeking liquidation, winding-up, reorganization, arrangement,
adjustment, protection, relief or composition of its debts under
any law relating to bankruptcy, insolvency or reorganization or
relief of debtors, or seeking the entry of an order for relief or
the appointment of a receiver, trustee or other similar official
for it or for any part of its property, or the Debtor shall take
any corporate action to authorize any of the actions set forth
above; or
(d) a receiver, receiver and manager or receiver-manager of all or
any part of the Collateral is appointed; or
(e) an order of execution against the Collateral or any part thereof
remains unsatisfied for a period of 10 days; or
(f) without the prior written consent of the Secured Party, the
Debtor creates or permits to exist any charge, encumbrance or
lien on or claim against or any security interest in, any of the
Collateral which ranks or could in any event rank in priority to
or pari passu with any security interest or charge created by
this Security Agreement; or
(g) the holder of any other charge, encumbrance or lien on or claim
against, or security interest in, any of the Collateral does
anything to enforce or realize on such charge, encumbrance, lien,
claim or security interest; or
(h) if the Debtor is a company or a partnership, an order is made or
an effective resolution is passed for winding up the Debtor; or
(i) the Debtor, if a company, enters into any reconstruction,
reorganization, amalgamation, merger or other similar arrangement
with any other person; or
(j) the Debtor, if an individual, dies or is declared incompetent by
a court of competent jurisdiction; or
(k) the Secured Party in good faith believes and has commercially
reasonable grounds to believe that the prospect of payment or
performance of any of the Obligations is impaired or that any of
the Collateral is or is about to be placed in jeopardy.
11. ENFORCEMENT
11.1 Upon any default under this Security Agreement the Secured Party may
declare any or all of the Obligations not payable on demand to become
immediately due and payable and the security hereby constituted will
immediately become enforceable. To enforce and realize on the security
constituted by this Security Agreement the Secured Party
25
may take any action permitted by law or in equity, as it may deem
expedient, and in particular without limiting the generality of the
foregoing, the Secured Party may do any of the following:
(a) appoint by instrument a receiver, receiver and manager or
receiver-manager (the person so appointed is hereinafter called
the "Receiver") of the Collateral, with or without bond as the
Secured Party may determine, and from time to time in its
absolute discretion remove such Receiver and appoint another in
its stead;
(b) enter upon any premises of the Debtor and take possession of the
Collateral with power to exclude the Debtor, its agents and its
servants therefrom, without becoming liable as a mortgagee in
possession;
(c) preserve, protect and maintain the Collateral and make such
replacements thereof and repairs and additions thereto as the
Secured Party may deem advisable; or
(d) sell, lease or otherwise dispose of all or any part of the
Collateral, whether by public or private sale or lease or
otherwise, in such manner, at such price as can be reasonably
obtained therefor and on such terms as to credit and with such
conditions of sale and stipulations as to title or conveyance or
evidence of title or otherwise as to the Secured Party may seem
reasonable, provided that if any sale is on credit the Debtor
will not be entitled to be credited with the proceeds of any such
sale, lease or other disposition until the monies therefor are
actually received.
11.2 A Receiver appointed pursuant to this Security Agreement shall be the
agent of the Debtor and not of the Secured Party and to the extent
permitted by law or to such lesser extent permitted by its appointment,
shall have all the powers of the Secured Party hereunder, and in
addition shall have power to carry on the business of the Debtor and
for such purpose from time to time to borrow money either secured or
unsecured, and if secured by a security interest on any of the
Collateral; such security interest may rank before or pari passu with
or behind any security interest created by this Security Agreement, and
if it does not so specify such security interest shall rank before the
security interests created by this Security Agreement.
11.3 Subject to the claims, if any, of the creditors of the Debtor ranking
in priority to this Security Agreement, all amounts realized from the
disposition of Collateral pursuant to this Security Agreement will be
applied as the Secured Party, in its absolute discretion, may direct as
follows:
26
(a) in payment of all costs, charges and expenses (including legal
fees and disbursements on a solicitor and his own client basis)
incurred by the Secured Party in connection with or incidental
to:
(i) the exercise by the Secured Party of all or any of the
powers granted to it pursuant to this Security Agreement;
or
(ii) the appointment of the Receiver and the exercise by the
Receiver of all or any of the powers granted to it pursuant
to this Security Agreement, including the Receiver's
reasonable remuneration and all outgoings properly payable
by the Receiver;
(b) in or toward payment to the Secured Party of all principal and
other monies (except interest) due in respect of the Obligations;
and
(c) in or toward payment to the Secured Party of all interest
remaining unpaid in respect of the Obligations. Subject to
applicable law and the claims, if any, of other creditors of the
Debtor, any surplus will be paid to the Debtor.
12. DEFICIENCY
If the amounts realized from the disposition of the Collateral are not
sufficient to pay the Obligations in full the Debtor will immediately pay to
the Secured Party the amount of such deficiency.
13. RIGHTS CUMULATIVE
All rights and remedies of the Secured Party set out in this Security
Agreement are cumulative and no right or remedy contained herein is intended
to be exclusive but each will be in addition to every other right or remedy
contained herein or in any existing or future security agreement or now or
hereafter existing at law, in equity or by statue, or pursuant to any other
agreement between the Debtor and the Secured Party that may be in effect from
time to time.
14. LIABILITY OF SECURED PARTY
The Secured Party shall not be responsible or liable for any debts contracted
by it, for damages to persons or property or for salaries or non-fulfillment
of contracts during any period when the Secured Party shall manage the
Collateral upon entry, as herein provided, nor shall the Secured Party be
liable to account as mortgagee in possession or for anything except actual
receipts or be liable for any loss on realization or for any default or
omission for which a mortgagee in possession may be liable. The Secured Party
shall not be bound to do, observe or perform or to see to the observance or
performance by the Debtor of any obligations or covenants imposed upon the
Debtor nor shall the Secured Party, in the case of securities, instruments or
chattel paper, be
27
obliged to preserve rights against other persons, nor shall the Secured Party
be obliged to keep any of the Collateral identifiable. The Debtor hereby
waives any applicable provision of law permitted to be waived by it which
imposes higher or greater obligations upon the Secured Party than aforesaid.
15. APPOINTMENT OF ATTORNEY
The Debtor hereby irrevocably appoints the Secured Party or the Receiver, as
the case may be, with full power of substitution, to be the attorney of the
Debtor for and in the name of the Debtor to sign, endorse or execute under
seal or otherwise any deeds, documents, transfers, cheques, instruments,
demands, assignments, assurances or consents that the Debtor is obliged to
sign, endorse or execute and generally to use the name of the Debtor and to do
all things as may be necessary or incidental to the exercise of all or any of
the powers conferred on the Secured Party or the Receiver, as the case may be,
pursuant to this Security Agreement.
16. ACCOUNTS
Notwithstanding any other provision of this Security Agreement, the Secured
Party may collect, realize, sell or otherwise deal with the Accounts or any
part thereof in such manner, upon such terms and conditions and at such time
or times, whether before or after default, as may seem to it advisable, and
without notice to the Debtor. All monies or other forms of payment received
by the Debtor in payment of any Account will be received and held by the
Debtor in trust for the Secured Party.
17. APPROPRIATION OF PAYMENTS
Any and all payments made in respect of the Obligations from time to time and
monies realized from any security interests held therefor (including monies
collected in accordance with or realized on any enforcement of this Security
Agreement) may be applied to such part or parts of the Obligations as the
Secured Party may see fit, and the Secured Party may at all times and from
time to time change any appropriation as the Secured Party may see fit.
18. LIABILITY TO ADVANCE
None of the preparation, execution, perfection and registration of this
Security Agreement or the advance of any monies shall bind the Secured Party
to make any advance or loan or further advance or loan, or renew any note or
extend any time for payment of any indebtedness or liability of the Debtor to
the Secured Party.
19. WAIVER
The Secured Party may from time to time and at any time waive in whole or in
part any right, benefit or default under any clause of this Security Agreement
but any such waiver of any right,
28
benefit or default on any occasion shall be deemed not to be a waiver of any
such right, benefit or default thereafter, or of any other right, benefit or
default, as the case may be.
20. NOTICE
Notice may be given to either party by sending it through the post by prepaid
mail or by delivery to the party for whom it is intended, at the principal
address of such party provided herein or at such other address as may be given
in writing by such party to the other, and any notice if posted shall be
deemed to have been given at the expiration of three business days after
posting and if delivered, on delivery.
21. EXTENSIONS
The Secured Party may grant extensions of time and other indulgences, take and
give up security, accept compositions, compound, compromise, settle, grant
releases and discharges, refrain from perfecting or maintaining perfection of
security interests, and otherwise deal with the Debtor, account debtors of the
Debtor, sureties and others and with the Collateral and other security
interests as the Secured Party may see fit without prejudice to the liability
of the Debtor or the Secured Party's right to hold and realize on the security
constituted by this Security Agreement.
22. NO MERGER
This Security Agreement shall not operate so as to create any merger or
discharge of any of the Obligations, or any assignment, transfer, guarantee,
lien, contract, promissory note, xxxx of exchange or security interest of any
form held or which may hereafter be held by the Secured Party from the Debtor
or from any other person whomsoever. The taking of a judgment with respect to
any of the Obligations will not operate as a merger of any of the covenants
contained in this Security Agreement.
23. ASSIGNMENT
The Secured Party may, without further notice to the Debtor, at any time
assign, transfer or grant a security interest in this Security Agreement and
the security interests granted hereby. The Debtor expressly agrees that the
assignee, transferee or secured party, as the case may be, shall have all of
the Secured Party's rights and remedies under this Security Agreement and the
Debtor will not assert any defense, counterclaim, right of set-off or
otherwise any claim which it now has or hereafter acquires against the Secured
Party in any action commenced by such assignee, transferee or secured party,
as the case may be, and will pay the Obligations to the assignee, transferee
or secured party, as the case may be, as the Obligations become due.
29
24. SATISFACTION AND DISCHARGE
Any partial payment or satisfaction of the Obligations, or any ceasing by the
Debtor to be indebted to the Secured Party, shall be deemed not to be a
redemption or discharge of this Security Agreement. The Debtor shall be
entitled to a release and discharge of this Security Agreement upon full
payment and satisfaction of all Obligations and upon written request by the
Debtor and payment to the Secured Party of all costs, charges, expenses and
legal fees and disbursements (on a solicitor and his own clients basis)
incurred by the Secured Party in connection with the Obligations and such
release and discharge.
25. ENUREMENT
This Security Agreement shall enure to the benefit of the Secured Party and
its successors and assigns, and shall be binding upon the respective heirs,
executors, personal representatives, successors and permitted assigns of the
Debtor.
26. INTERPRETATION
26.1 In this Security Agreement:
(a) "Collateral" has the meaning set out clause 1 hereof and any
reference to Collateral shall, unless the context otherwise
requires, be deemed a reference to Collateral as a whole or any
part thereof; and
(b) "Debtor" and the personal pronoun "it" or "its" and any verb
relating thereto and used therewith shall be read and construed
as required by and in accordance with the context in which such
words are used depending upon whether the Debtor is one or more
individuals, corporations or partnerships and if more than one,
shall apply and be binding upon each of them severally.
26.2 The invalidity or unenforceability of the whole or any part of any
clause of this Security Agreement shall not affect the validity or
enforceability of any other clause or the remainder of such clause.
26.3 The headings of the clauses of this Security Agreement have been
inserted for reference only and do not define, limit, alter or enlarge
the meaning of any provision of this Security Agreement.
26.4 This Security Agreement shall be governed by the laws of Pennsylvania.
27. COPY OF AGREEMENT AND FINANCING STATEMENT
The Debtor hereby:
30
(a) acknowledges receiving a copy of this Security Agreement, and
(b) waives all rights to receive from the Secured Party a copy of any
financing statement, financing change statement or verification
statement filed at any time in respect of this Security
Agreement.
IN WITNESS WHEREOF the Debtor has executed this Security Agreement effective
the date first above written.
SIGNED, SEALED and DELIVERED )
by ICHOR SERVICES, INC. )
in the presence of: ) ICHOR SERVICES, INC.
)
)
------------------------------ ) Per:
Witness ) --------------------
)
------------------------------ )
Address )
)
------------------------------ )
)
------------------------------ )
Occupation )
Principal Address of Debtor:
000 Xxxxxx Xxxxx
Xxxxxxxxxxx, Xxxxxxxxxxxx 00000
