EXHIBIT 4.13
January 3, 2002
PERSONAL AND CONFIDENTIAL
Cedara Software Corp.
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Attention: ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
---------
Dear Sirs:
National Bank of Canada (the "Bank") agrees to make available to Cedara
Software Corp. (the "Borrower") the following credit facilities (the "Credit
Facilities")aggregating $9,598,000 subject to the following terms and
conditions. This Agreement replaces and supercedes all previous commitment
letters, term sheets or other agreements governing the credit facilities made
available by the Bank to the Borrower.
AMOUNT: 1. $9,000,000.00 by way of an Operating Loan
------ pursuant to this agreement and a revolving
demand loan agreement in the Bank's standard
form. Available by way of direct advances or
Letters of Credit. The indebtedness of the
Borrower under the Operating Loan may only be
reduced by the amount of "Cleared Funds" on
deposit in the Borrower's accounts with the
Bank from time to time. For the purposes
hereof, "Cleared Funds" shall mean cash, wire
transfers or other negotiable instruments
deposited to the Borrower's accounts with the
Bank which have cleared pursuant to the
Clearing House Rules promulgated by the
Canadian Payments Association or cash, wire
transfers or other negotiable instruments
deposited to the Borrower's accounts with the
Bank drawn on accounts maintained outside of
Canada to which the Canadian Clearing House
Rules do not apply and which have been
honoured by the originating institution, all
as determined by the Bank.
2. $498,000.00 by way of a Letter of Credit
pursuant to this agreement and an indemnity
agreement in the Bank's standard form.
3. $100,000.00 by way of Mastercard Businesscard.
PURPOSE: 1. To finance the Borrower's usual operating
------- requirements.
2. To secure the company's obligations under a
premises lease.
3. For issuance of Businesscard expense account
cards in accordance with the Bank's standard
Mastercard documentation.
INTEREST RATE: 1. Canadian Prime rate of the Bank plus 0.5% per
------------- annum, calculated daily and payable monthly in
arrears on the 26th day of each month.
2. The Bank's standard rates to apply.
3. The Bank's standard rates to apply.
The Bank's Prime Rate is defined as the rate of
interest per annum established from time to time by
the Bank as its reference rate then in effect for
determining the interest rate per annum it will charge
on loans in Canadian dollars to customers of varying
degrees of creditworthiness. As of the date hereof the
Prime Rate is 4.0%.
REPAYMENT: The Credit Facilities are repayable on demand. If, as
--------- at the date of any demand for payment by the Bank, the
Borrower's indebtedness under the Credit Facilities is
comprised of any letters of credit, letters of
guarantee or other contingent liabilities of the Bank
to third parties, the Borrower shall, at the time it
permanently repays its indebtedness to the Bank under
the Credit Facilities, post cash collateral with the
Bank in an amount equal to the full amount of any such
contingent liabilities to third parties to which the
Bank is exposed.
1. Disbursements and payments shall be made to or
collected from the Borrower in equal multiples
of $200,000.
2. In accordance with the indemnity agreement.
3. Payable in full monthly.
Upon cancellation of the Credit Facilities and upon
permanent repayment of all of the Borrower's
indebtedness to the Bank (including all accrued
interest and costs incurred by the Bank), the Bank
shall discharge all security held by the Bank for the
obligations of the Borrower under the Credit
Facilities.
DEMAND NATURE OF
THE FACILITIES: The Borrower and the Guarantors acknowledge and agree
----------------- that notwithstanding anything contained herein to the
contrary, these Credit Facilities constitute demand
loans and, as such, are due and payable at any time at
the sole discretion of the Bank. The Bank may, at any
time for any reason, and without prior notice to the
Borrower or any other party, terminate the Credit
Facilities, whereupon no further credit shall be
available to the Borrower thereunder.
SECURITY: As general and continuing security for the performance
-------- by the Borrower of all its obligations, present and
future, towards the Bank, including, without
limitation, the repayment of advances granted
hereunder and the payment of interest, fees, costs and
any other amounts provided for hereunder and under the
security documents, the Borrower undertakes to grant
to the Bank and maintain at all times the following
security (the "Security"), in form satisfactory to the
Bank:
1. General Security Agreement dated February 7,
2001
2. Security With Respect to Deposits Agreement
dated February 9, 2001
3. Source Code Escrow Agreement dated February
8, 2001
4. Landlord waiver of distraint dated February
9, 2001
5. Priority Agreement dated February 8, 2001
with 1144938 Ontario Inc., as amended by
letter agreement dated January, 2002
6. Undertaking re: Patent Security dated
February 7, 2001
7. Unlimited Guarantee from Dicomit Dicom
Information Technologies Corp. ("Dicomit")
dated January 31, 2001 supported by a General
Security Agreement.
8. General Security Agreement from Dicomit dated
January 31, 2001
9. Security With Respect to Deposits Agreement
from Dicomit dated February 9, 2001
10. Unlimited Guarantee from Surgical Navigation
Specialists Inc. ("SNS") dated January 31,
2001
11. General Security Agreement from SNS dated
February 15, 2001
12. Security With Respect to Deposits Agreement
from SNS dated February 9, 2001
13. Unlimited Guarantee from Cedara Software USA
Corp. dated January 31, 2001
14. Acknowledgement of Debt Demand Revolving
Credit Agreement
15. Commitments Respecting Irrevocable Standby
Letters of Credit supporting letters of
credit or guarantee issued by the Bank at the
request of the Borrower
ASSIGNMENT OF
SECURITY: The Borrower and the Guarantors acknowledge and agree
------------- that the Bank has entered into an agreement with
Analogic Corporation ("Analogic") to sell the
Security and all indebtedness owing to the Bank under
the Credit Facilities. Analogic has provided to the
Bank a $10,000,000.00 unconditional standby letter of
credit as security for payment of the purchase price
payable to the Bank upon closing of the transaction
described in that agreement. All documentation
between the Bank and Analogic with respect to that
transaction, as well as the $10,000,000.00
unconditional standby letter of credit, must be held
in form satisfactory to the Bank as a condition
precedent to the Credit Facilities being made
available to the Borrower.
POSITIVE COVENANTS: During the entire term of this financing, the Borrower
------------------ shall:
1. Use the proceeds of the financing for the
purposes provided for herein.
2. Carry on business in the nature of or related
to the business transacted by the Borrower
prior to the date hereof in the name and for
the account of the Borrower.
3. Keep and maintain books of account and other
accounting records in accordance with
generally accepted accounting principles.
4. At all times, give the Bank's representatives
the right to inspect its establishments and
provide access thereto, and further permit
the Bank's representatives to examine its
books of account and other records, and take
excerpts therefrom and/or copies thereof.
5. Maintain, at all times, insurance coverage on
its property against loss or damage caused by
fire and any other risk as is customarily
maintained by companies carrying on a similar
business.
6. Pay, when due, all taxes, assessments,
deductions at source, income tax, levies or
any other payments which may rank prior to
the Bank's security, without subrogation or
consolidation.
7. Conduct all or the greater part of its
banking business with the Bank.
8. Ensure all assets secured by the Bank's
security are in existence and in the
possession and control of the Borrower in a
manner satisfactory to the Bank.
9. Deposit only to the Borrower's account with
the Bank all accounts receivable and other
income generated by the business transacted
by the Borrower.
NEGATIVE COVENANTS: The Borrower undertakes not to carry out the following
------------------ transactions or operations without obtaining the
prior consent of the Bank, in writing:
1. Materially change the nature of its
operations or business.
2. Change the control of the company.
3. Merge or amalgamate with another company,
dissolve or wind up the company.
4. Create or permit the existence of security on
property granted as security to the Bank.
5. Grant loans to its officers, directors,
shareholders or related parties (including
any guarantors of the Borrower's indebtedness
to the Bank) other than in the normal course
of business.
6. Grant a loan or make an investment in or
provide financial assistance to a third party
(including any guarantors of the Borrower's
indebtedness to the Bank) by way of a
suretyship, guarantee or otherwise.
7. Declare or pay dividends on its shares.
8. Purchase or redeem its shares or otherwise
reduce its capital.
9. Sell any of its assets, property or
undertaking out of the ordinary course of its
business.
10. Perform any business or transaction in the
name of or recorded or applied for the
benefit of any person firm or corporation
other than the Borrower.
11. Open or maintain operating, current or any
other accounts with any other financial
institution.
REPORTING CONDITIONS: 1. Within 30 days of each month-end, the
-------------------- Borrower shall provide the Bank with an
internally prepared financial statement as at
that month end.
2. The Borrower agrees to submit to the Bank its
annual audited financial within 140 days of
the end of its fiscal year.
FEES: 1. Commitment fee of $50,000 payable upon
---- acceptance of this Commitment Letter.
2. $350 monthly management fee.
3. Standby fee of 0.375% per annum on the unused
portion of Facility 1, calculated and payable
monthly.
All fees may be deducted directly from such accounts
of the Borrower with the Bank as the Bank may
determine.
ENVIRONMENTAL
OBLIGATIONS: 1. The Borrower represents and warrants that the
------------ owner of the subject property has complied
and is complying in all respects with all
applicable laws relating to the environment,
that no contaminants, pollutants or other
hazardous substances (including, without
limitation, asbestos, products containing
urea formaldehyde or polychlorinated biphenyl
or any radioactive substances) have been or
are now stored or located at the subject
property, that no order, approval, direction
or other governmental or regulatory notice
relating to the environment has been
threatened against, is pending or has been
issued with respect to the subject property
or the operations of the business being
conducted at the subject property, and that
none of them is aware of any pending or
threatened action, suit or proceedings
relating to any actual or alleged
environmental violation from or at the
subject property.
2. The Borrower agrees to pay the cost of all
environmental audits which may be deemed
necessary by the Bank.
3. The Borrower certifies that, to the best of
their knowledge, past and present owners have
not violated environmental law and
regulations and that, to the best of their
knowledge, no proceedings have been or are
being instituted to make him comply with
environmental laws and regulations.
4. The Borrower agrees to comply with and
respect any and all environmental laws and
regulations.
DEFAULT: Without limiting the fact that all indebtedness of
------- the Borrower to the Bank is payable on demand by the
Bank, the occurrence of one or more the following
events shall constitute a default under this
agreement:
1. the Borrower fails to make a payment of
principal, interest, fees or any other amount
when due hereunder or under any of the
Security documents;
2. the Borrower fails to perform or otherwise
breaches any obligation hereunder or pursuant
to any of the Security documents or any other
agreement with or document in favour of the
Bank;
3. the Borrower becomes insolvent, bankrupt or
is in the process of winding up, assigns its
assets for the benefit of its creditors,
files a proposal or gives notice of its
intention to file such proposal or if a
material, adverse change occurs, in the
opinion of the Bank, in the financial
position or operations of the Borrower;
4. proceedings are instituted by the Borrower or
a third party for the Borrower's dissolution,
winding-up or reorganization of its
operations or the arrangement or readjustment
of its debts or seeking a stay against any
creditor of the Borrower or guarantor;
5. a creditor, trustee in bankruptcy,
sequestrator, receiver, receiver and manager
or trustee is appointed or takes possession
of all or any portion of the Borrower's
assets or if such assets are subject to a
prior security interest or are seized;
6. the Borrower is in default under the terms of
any other contracts, agreements or writings
with any other bank or financial institution
or any other creditor and such default does,
or with the passage of time may, materially
negatively impact the Bank's security
position or the Borrower's financial
position;
7. any representation or warranty made by the
Borrower herein or in a Security document or
any other document furnished to the Bank
proves to be incorrect or erroneous at the
time made;
8. the Bank receives from any future guarantor a
notice proposing to terminate, limit or
otherwise modify such guarantor's liability
hereunder, under the guarantee or under a
Security document or under any other document
in favour of the Bank; or
9. The Borrower ceases or threatens to cease to
carry on business in the ordinary course.
REMEDIES UPON DEFAULT: Without limiting the Bank's right to demand repayment
--------------------- of or to terminate the Credit Facilities described
herein at any time, upon the occurrence of a default
the Bank may, at its option, enforce all of its
rights and remedies against the Borrower including,
without limitation, enforcing some or all of the
Security and immediately terminating the availability
of any credit under the Credit Facilities made
available to the Borrower pursuant to the terms
hereof.
NON-MERGER: The provisions of this commitment letter shall not
---------- merge with any security granted to the Bank and shall
continue in full force and effect. The provisions of
the Security are in addition to the provisions of
this commitment letter. If there is any conflict
between the provisions of any of the documents
comprising the Security and the provisions of this
commitment letter, the provisions of this commitment
letter shall prevail.
OTHER CONDITIONS: 1. Unless otherwise defined herein, each
---------------- accounting term used herein shall have the
meaning ascribed to it in accordance with
accounting principles generally accepted by
the Canadian Institute of Chartered
Accountants.
2. The Bank shall keep records evidencing the
transactions effected under this financing.
Such records shall be presumed to reflect
these transactions and shall constitute
conclusive evidence of the amounts due to the
Bank.
3. The Borrower hereby authorizes any personal
information agent, financial institution,
creditor, tax authority, employer or any
other person, including any public entity,
holding information concerning the Borrower
or its assets, more particularly any
financial information or information with
respect to any undertaking or suretyship
given by the Borrower, to supply such
information to the Bank in order to verify
the accuracy of all information furnished or
to be furnished from time to time to the Bank
and to ensure the solvency of the Borrower at
all times.
4. The Borrower irrevocably authorizes the Bank
to debit periodically or from time to time
any bank account it may maintain at the Bank
in order to pay all or part of the amounts it
may owe to the Bank hereunder.
5. No rights or obligations of the Borrower
hereunder and no proceeds of the loan may be
transferred or assigned by the Borrower, any
such transfer or assignment being null and
void insofar as the Bank is concerned and
rendering any balance then outstanding of the
loan immediately due and payable at the
option of the Bank and releasing the Bank
from any and all obligation of making any
further advances hereunder.
6. The Borrower shall do all things and execute
all documents deemed necessary or appropriate
by the Bank for the purposes of giving full
force and effect to the terms, conditions,
undertakings hereof and the Security granted
or to be granted hereunder.
SEVERABILITY: If any provision of this commitment letter is or
------------ becomes prohibited or unenforceable in any
jurisdiction, such prohibition and unenforceability
shall be severable from all other provisions of this
agreement and shall not invalidate or render
unenforceable the provision concerned in any other
jurisdiction nor shall it invalidate effect or impair
any of the remaining provisions.
GOVERNING LAW: This agreement shall be construed in accordance with
------------- and governed by the laws of the Province of Ontario
and the laws of Canada applicable therein. Time shall
be of the essence in all respects of this agreement.
SET-OFF OF ACCOUNTS: The Borrower hereby acknowledges and agrees that the
------------------- Bank may apply any amounts outstanding to the credit
of the Borrower and any account or accounts with the
Borrower in set-off or in combination of the
Borrower's loan accounts in reduction of amounts
owing by the Borrower to the Bank. The application of
any such funds shall be as the Bank may determine.
COSTS: All costs incurred by the Bank presently or hereafter
----- in relation to this financing, including legal and
appraisal fees, are for the account of the Borrower
and may be directly debited by the Bank for payment
without further authorization.
ANNUAL REVIEW: These credit facilities may be reviewed at least
------------- annually, and in any event not later than
October 31, 2002.
If these conditions are acceptable to you please indicate your acceptance by
signing and returning the first copy of this letter before January 15, 2002.
After that date this offer of financing will become null and void. Upon
acceptance this agreement shall revoke and supersede all previous credit
agreements, offers, proposals and discussions.
Yours sincerely,
NATIONAL BANK OF CANADA
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ /s/ D. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇▇▇ D. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Senior Manager Senior Manager
For consideration received, the undersigned accept the terms and conditions of
this offer of financing.
CEDARA SOFTWARE CORP.
Per: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ c/s
----------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: CFO AND CORPORATE SECRETARY
(I have authority to bind the corporation)
DICOMIT DICOM INFORMATION CEDARA SOFTWARE USA CORP.
TECHNOLOGIES CORP.
Per: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ c/s Per: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ c/s
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: DIRECTOR Title: DIRECTOR
(I have authority to bind (I have authority to bind
the corporation) the corporation)
CEDARA SOFTWARE CORP.
PROMISSORY NOTE
Amount: Up to $100,000 principal amount Date: January 18, 2002
FOR VALUE RECEIVED, the undersigned, Cedara Software Corp. (the
"Borrower"), PROMISES TO PAY to or to the order of National Bank of Canada
(the "Bank"), all amounts owing to the Bank from time to time under the
MasterCard BusinessCard Agreement dated the date hereof between the Borrower
and the Bank (the "Agreement"), up to the principal amount of ONE HUNDRED
THOUSAND DOLLARS ($100,000.00), together with any interest payable under the
Agreement, in lawful money of Canada.
All amounts owing by the Borrower to the Bank under the Agreement
shall be due and payable by the Borrower in accordance with the terms of the
Agreement.
The Borrower waives benefit of division and discussion, and waives
presentment for payment, notice of dishonour and protest.
This Note shall be governed by and interpreted and enforced in
accordance with the laws of the Province of Ontario and the federal laws of
Canada applicable therein.
IN WITNESS WHEREOF the Borrower has executed this Note.
CEDARA SOFTWARE CORP.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
---------------------------
Authorized Signing Officer
NATIONAL BANK OF CANADA
ACKNOWLEDGEMENT OF DEBT
REVOLVING DEMAND CREDIT
In consideration of the National Bank of Canada (hereinafter called the
"Bank") providing the undersigned (hereinafter called the "Customer") with a
revolving demand loan facility (hereinafter called the "Loan Facility") in the
aggregate principal amount not exceeding CDN$9,000,000.00 - Nine Million-
dollars the Customer agrees with the Bank as follows:
1. TERM OF CREDIT
The Customer promises to pay to the Bank, on demand, all amounts
outstanding under the Loan Facility including, without limitation,
principal, interest, fees and accessories.
2. INTEREST RATE
2.1 Advances in CDN$ [Applicable]
Advances in CDN$ shall bear interest, until payment in full,
at the Canadian Prime Rate of the Bank plus 0.5 per cent,
calculated daily and payable monthly, with a minimum charge
of $10.00. At the date hereof the Canadian Prime Rate of the
Bank is 4.0 per cent per annum.
2.2 Advances in US$ [Not applicable]
Advances in US$ shall bear interest, until payment in full,
at the US Base Rate of the Bank plus ____ per cent,
calculated daily and payable monthly, with a minimum charge
of $____. At the date hereof the U.S. Base Rate of the Bank
is ____ per cent per annum.
3. FINANCING CONDITIONS
3.1 The Customer authorizes the Bank, but the Bank is not
obliged, to debit from time to time his Account with the
amount of interest accrued and unpaid by the Customer.
3.2 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, at the Bank's
discretion, borrow, repay and reborrow up to the amount
available under this Loan Facility at any time and from time
to time in the following manner:
3.2.1 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 (herein called the
"Account") and that
3.2.1.1 if such position or net position is a
credit in favour of the Customer, the
Bank may apply the amount of such credit
or any part thereof, rounded to the
nearest $200,000.00 as a repayment of
the Loan Facility, and the Bank will
debit the Account with the amount of
such repayment; and
3.2.1.2 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 $200,000.00 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, and the Bank may increase
the unpaid balance owing under the Loan
Facility, and credit the Account with
the amount of such advance.
provided that at no time shall the balance owing exceed the
amount of the Loan Facility.
3.3 The Customer agrees to maintain an average monthly
minimum credit balance in the Account, which may
include compensating balances to cover service
charges, reserves and debit float. Such balance
shall be the amount agreed to in writing between
the Customer and the Bank from time to time.
3.4 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 the Loan Facility
together with any interest in respect thereof. The
Bank shall maintain a record or computerized data
of the amount of the balance, each advance, and
each payment of principal and interest on account
of the loan. The Bank'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.
4. CONSOLIDATION
4.1 The Customer acknowledges that the outstanding
principal balance owing to the Bank under existing
credit facilities which will be replaced by this
Loan Facility is $0 - Zero - dollars, as at the
close of business on January 7, 2002. The initial
outstanding principal balance under this Loan
Facility will be adjusted to reflect transactions
under the existing credit facility occurring
between January 7, 2002 and the date of execution
of this agreement. The Customer acknowledges and
declares that the security previously granted to
the Bank by the Customer remains in full force and
effect, the Bank hereby reserving all of its right,
title and interest to and in the rights, hypothecs
and privileges granted to the Bank under the terms
of the said security.
5. SECTION 427 OF THE BANK ACT
5.1 This Agreement is given pursuant to the application
for credit and promise to give security made by the
undersigned to the Bank and dated the ____ day of
________19__, and any supplemental application for
credit and promise to give security. The Customer
promises to give the Bank from time to time
warehouse receipts and/or bills of lading covering
the property described in such application(s) for
credit and promise(s) to give security or any part
thereof which is now or may hereafter be covered by
warehouse receipts or bills of lading, as security
for this Loan Facility. No such security shall be
merged in any subsequent security or be taken to be
substituted for any security previously acquired.
This section applies only to loans granted under
the provisions of the Bank Act.
6. INTERPRETATION
6.1 Definitions
For the purposes hereof, the following words and
phrases shall have the following meaning:
"Canadian Dollars" "CDN$": means lawful money of
Canada.
"Canadian Prime Rate": means the annual variable
rate of interest announced from time to time by the
Bank and used to determine the interest rates on
Canadian dollar commercial loans granted by the
Bank in Canada.
"Debt", "indebtedness" or "total indebtedness";
means the aggregate amount of principal interest
and accessories due by the Customer hereunder.
"Floating Rate": means the interest rate applicable
to floating rate advances made hereunder in Canadian
or U.S. dollars, as the case may be.
"U.S. Base Rate": means the annual variable rate of
interest announced from time to time by the Bank
and used to determine the interest rates on U.S.
dollar commercial loans granted by the Bank in
Canada.
"U.S. Dollars", "US$": means lawful money of the
United States of America.
6.2 Conversion to U.S. or Canadian dollars
Each time an amount in Canadian dollars must be
converted or expressed in U.S. dollars, or the
equivalent in U.S. dollars (or inversely) must be
determined, such calculation shall be made, on the
appropriate date, in accordance with the cash
purchase rate of the Bank at about 10:30 am.
6.3 Other Agreements
The Customer acknowledges that the terms of this
agreement are in addition to and not in
substitution for any terms and conditions of any
other agreements between the Customer and the Bank.
7. GENERAL TERMS AND CONDITIONS OF REPAYMENT
7.1 Currency and place of payment
All amounts due by the Customer under the terms
hereof shall be paid by the Customer to the Bank in
Canadian dollars in the case of a financing granted
in Canadian dollars, or in U.S. dollars in the case
of a financing granted in U.S. dollars.
Should the amount of principal of the debt owning
to the Bank exceed the credit limit effectively
granted hereunder, the Customer shall reimburse the
Bank, on demand, an amount equal to such excess
amount.
7.2 Judgment rendered in a currency other than the
currency in which the financing granted was due.
Should a judgment be obtained against the Customer
for an amount owed by it, in a currency other than
the one in which the said amount was owing
hereunder, the Customer shall pay the Bank, as
applicable, on the judgment payment date, such
additional amount as is equal to the excess of the
amount that was due hereunder and converted into
the other currency, on the judgment payment date,
with respect to the judgment amount. The exchange
rate applicable for the purposes of obtaining the
judgment and for calculating said conversion shall
be the rate at which the Bank is able, on the
appropriate date, in Montreal to sell the currency
applicable to this agreement to purchase the other
currency.
8. LANGUAGE
(For Quebec only) 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.
EXECUTED AT _______________ THIS 10th DAY OF JANUARY 2002
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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SIGNATURE (Bank) SIGNATURE (Customer)
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
---------------------
SIGNATURE (Customer)