Exhibit 4.9
Peter R. Car
Senior Business Advisor
2nd Floor - 400 Burrard Street
Vancouver, B.C.
V60 3A6
July 21, 2000
DSI Datotech Systems Inc.
712-525 Seymour Street
Vancouver, B.C.
V6B 3H7
Attention: Elli Segev
Dear Sirs:
We, Canadian Imperial Bank of Commerce ("CIBC"), are pleased to establish
the following Credits for you, our customer.
Credit A: Operating Line
Credit Limit: $600,000.
Description and Rate: A revolving demand credit, for general business
purposes, having the following parts:
(1) Canadian dollar loans and overdrafts. The
Interest Rate is as follows: Prime Rate plus
0% per year.
(2) U.S. dollar loans and overdrafts. Loans and
overdrafts under this part of Credit A may
not at any time excee US$50,000. The
Interest Rate is as follows: U.S. Base Rate
plus 0% per year
(3) Aerogold VISA cards to be issued to Company
officials. Total authorization under this
part of Credit A may not at any time exceed
CAD $200,000. Subject to standard VISA terms
and conditions.
A margin is to be established wherein we will lend
100% against GIC's, B/A's, Treasury Bills and 90%
against Bonds. Equities are not to be included.
Tel: 665-1165
Fax: 665-2838
Security
Security: The following security is required:
Liquid: Liquid security as follows:
Formal pledge of the following Money
Market Investments to be held at CIBC
Wood Gundy in the name of CIBC in Trust
for DSI Datotech Systems Inc., for not
less than an amount to provide coverage
as required as per the above established
margins. This pledge is to be registered
with the PPSA registry. (Note that you
may from time to time substitute
acceptable Money Market Investments
and/or Negotiable Securities for these
ones.)
AEROGOLD VISA cards to be secured by:
Guarantee: Guarantee from DSI Datotech Systems Inc.
in an amount that is unlimited and
supported by the liquid security noted
above.
Reporting Requirements
Reporting
Requirements: (1) Within 90 days of each fiscal year-end,
financial statements for that fiscal year on
an review basis.
Other Provisions
A cleanup period of once every three months is to
be established and deposits are to be made monthly
to ensure interest payments are current.
CONDITION PRECEDENT
A letter is to be obtained from the company's
solicitor confirming the pledged funds can be
pledged and there are no trust implications
associated with these funds.
Default Interest Rate: Currently 21% per year. If the Credit Limit of a
Credit, or the Credit Limit of part of a Credit,
is exceeded at any time, interest at the Default
Rate is calculated on that excess amount. In
connection with any amounts in foreign currency,
see "Foreign Currency Conversion" in the Attached
Schedule.
Next Scheduled
Review Date: February 28, 2001
Standard Credit Terms: The attached Schedule - Standard Credit Terms
forms part of this Agreement.
General: You agree that (a) you have read this Agreement
(including the Schedule - Standard Credit Terms),
(b) CIBC has explained it to you, and (c) you
understand it.
DSI Datotech Systems Inc. July 21, 2000
Please indicate your acceptance of these terms by returning a signed copy
of this Agreement. If we do not receive a signed copy by July 31, 2000, then
this offer will expire.
Upon acceptance, this Agreement replaces the existing credit agreement
dated July 17, 2000, between you and CIBC. Outstanding amounts land security)
under that Agreement will be covered by this Agreement it being the intention
that the obligations under this Agreement are not a substitution for the
obligations under the existing credit agreement and that the security under that
agreement continues to secure the obligations under this Agreement.
Yours truly,
Canadian Imperial Bank of Commerce
by: /s/Peter R. Car
Peter R. Car
Account Manager
Phone no.: (604) 665-1165
Fax no.: (604) 665-2838
Acknowledgement: The undersigned certifies that all information
provided to CIBC is true, and acknowledges receipt
of a copy of this Agreement (including any
Schedules referred to above).
Accepted this 24 day of July, 2000).
DSI Datotech Systems Inc.
By: /s/ Elli Segev
-----------------------
Title: President & CEO
By: /s/ Betsy Shimokura
-----------------------
Title: Corporate Secretary
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CIBC [LOGO]
Schedule - Standard Credit Terms
ARTICLE 1 - GENERAL
Interest Rate. You will pay interest on each credit at nominal rates per
year equal to:
(a) for amounts above the credit Limit of a credit or a part of a credit
or for amounts that are not paid when due, the Default Interest Rate, and
(b) for any other amounts, the rate specified in this Agreement.
1.2 Variable interest. Each variable interest rate provided for under this
Agreement will change automatically, without notice, whenever the Prime Rate or
the u.s. Base Rate, as the case may be, changes.
1.3 Payment of interest. Interest is calculated on the daily balance of the
credit at the end of each day. Interest is due once a month, unless the
Agreement states otherwise. unless you have made other arrangements with us, we
will automatically debit your Operating Account for interest amounts owing. If
your Operating Account is in overdraft and you do not deposit to the account an
amount equal to the monthly interest payment, the effect is that we will be
charging interest on overdue interest (which is known as compounding). unpaid
interest continues to compound whether or not we have demanded payment from you
or started a legal action, ____ get judgment, against you.
1.4 Default Interest. To determine whether Default Interest is to be charged,
the following rules apply:
(a) Default Interest will be charged on the amount that exceeds the Credit
Limit of any particular Credit.
(b) If there are several parts of a Credit. Default Interest will be
charged if the Credit Limit of a particular part is exceeded. For example, if
Credit A's limit is $250,000. and the limit of one part is $100,000 and the
limit of that part is exceeded by $25,000. Default Interest will be charged on
that $25,000 excess, even if the total amount outstanding under Credit A is less
than $250,000.
1.5 Fees. You will pay CIBC's fees for each credit as out lined in the Letter.
You will also reimburse us for all reasonable fees (including legal fees) and
out-of-pocket expenses incurred in registering any security, and in enforcing
our rights under this Agreement or any security. We will automatically debit
your Operating Account for fee amounts owing.
1.6 Our rights re demand credits. At CIBC, we believe that the banker-customer
relationship is based on mutual trust and respect. It is important for us to
know all the relevant information (whether good or bad) about your business.
CIBC is itself a business. Managing risks and monitoring our customers' ability
to repay is critical to us. We can only continue to lend when we feel that we
are likely to be repaid. As a result, if you do something that jeopardizes that
relationship, or if we no longer feel that you are likely to repay all amounts
borrowed, we may have to act. We may decide to act, for example, because of
something you have done, information we receive about your business, or changes
to the economy that affect your business. Some of the actions that we may decide
to take include requiring you to give us more financial information, negotiating
a change in the interest rate or fees, or asking you to get further accounting
assistance, put more cash into the business, provide more security, or produce a
satisfactory business plan. It is important to us that your business succeeds.
We may, however, at our discretion, demand immediate repayment of any
outstanding amounts under any demand credit. We may also, at any time and for
any cause, cancel the unused portion of any demand Credit. under normal
circumstances, however, we will give you 30 days' notice of any of these
actions.
DSI Datotech Systems Inc. 1 July 21, 2000
1.7 Payments. If any payment is due on a day other than a Business Day, then the
payment is due on the next Business Day.
1.8 Applying money received. If you have not made payments as required by this
Agreement. or if you have failed to satisfy any term of this Agreement (or any
other agreement you have that relates to this Agreement), or at any time before
default but after we have given you appropriate notice, we may decide how to
apply any money that we receive. This means that we may choose which credit to
apply the money against, or what mix of principal, interest, fees and overdue
amounts within any Credit will be paid.
1.9 Information requirements. we may from time to time reasonably require you to
provide further information about your business. We may require information from
you to be in a form acceptable to us.
1.10 Insurance. You will keep all your business assets and property insured (to
the full insurable value) against loss or damage by fire and all other risks
usual for property such as yours (plus for any other risks we may reasonably
require). If we request, these policies will include a loss payee clause land if
you are giving us mortgage security, a mortgagee clause). As further security,
you assign all insurance proceeds to us. If we ask, you will give us either the
policies themselves or adequate evidence of their existence. If your insurance
coverage for any reason stops, we may (but do not have to) insure the property.
We will automatically debit your Operating Account for these amounts. Finally,
you will notify us immediately of any loss or damage to the property.
1.11 Environmental. You will carry on your business, and maintain your assets
and property, in accordance with all applicable environmental laws and
regulations. If (a) there is any release, deposit, discharge or disposal of
pollutants of any sort (collectively, a 'Discharge') in connection with either
your business or your property, and we pay any fines or for any clean-up, or (b)
we suffer any loss or damage as a result of any Discharge, you will reimburse
CIBC, its directors, officers, employees and agents for any and all losses,
damages, fines, costs and other amounts (including amounts spent preparing any
necessary environmental assessment or other reports, or defending any lawsuits)
that result. If we ask, you will defend any lawsuits, investigations or
prosecutions brought against CIBC or any of its directors, officers, employees
and agents in connection with any Discharge. Your obligation to us under this
section continues even after all Credits have been repaid and this Agreement has
terminated.
1.12 Consent to release information. We may from time to time give any credit or
other information about you to, or receive such information from, (a) any
financial institution, credit reporting agency, rating agency or credit bureau.
(b) any person, firm or corporation with whom you may have or propose to have
financial dealings, and (c) any person, firm or corporation in connection with
any dealings you have or propose to have with us. You agree that we may use that
information to establish and maintain your relationship with us and to offer any
services as permitted by law, including services and products offered by our
subsidiaries when it is considered that this may be suitable to you.
1.13 Our pricing policy. Fees, interest rates and other charges for your banking
arrangements are dependent upon each other. If you decide to cancel any of these
arrangements, you will have to pay us any increased or added fees, interest
rates and charges we determine and notify you of. These increased or added
amounts are effective from the date of the changes that you make.
1.14 Proof of debt. This Agreement provides the proof, between CIBC and you, of
the credit made available to you. There may be times when the type of Credit you
have requires you to sign additional documents. Throughout the time that we
provide you credit under this Agreement, our loan accounting records will
provide complete proof of all terms and conditions of your credit Isuch as
principal loan balances, interest calculations, and payment dates).
1.15 Renewals of this Agreement. This Agreement will remain in effect for your
Credits for as long as they remain unchanged. we have shown a Next Scheduled
Review Date in the Letter. If there are no changes to the Credits this Agreement
will continue to apply, and you will not need to sign anything further. If there
are any changes, we will provide you with either an amending agreement, or a new
replacement Letter, for you to sign.
1.16 Confidentiality. The terms of this Agreement are confidential between you
and CIBC. You therefore agree not to disclose the contents of this Agreement to
anyone except your professional advisors.
1.17 Pre-conditions. You may use the Credits granted to you under this Agreement
only if:
(a) we have received properly signed copies of all documentation that we
may require in connection with the operation of your accounts and your ability
to borrow and give security;
(b) all the required security has been received and registered to our
satisfaction;
(c) any special provisions or conditions set forth in the Letter have been
complied with; and
(d) if applicable, you have given us the required number of days notice
for a drawing under a credit.
1.18 Notices. We may give you any notice in person or by telephone, or by letter
that is sent either by fax or by mail.
1.19 Use of the Operating Line. You will use your Operating Line only for your
business operating cash needs. You are responsible for all debits from the
Operating Account that you have either initiated Isuch as cheques, loan
payments, pre-authorized debits, etc.) or authorized us to make. Payments are
made by making deposits to the Operating Account. You may not at any time exceed
the Credit Limit. We may, without notice to you, return any debit from the
Operating Account that, if paid, would result in the Credit Limit being
exceeded, unless you have made prior arrangements with us. If we pay any of
these debits, you must repay us immediately the amount by which the Credit Limit
is exceeded.
1.20 Foreign Currency Conversion. If this Agreement includes foreign currency
Credits, then currency changes may affect whether either the Credit Limit of any
Credit or the Overall Credit Limit has been exceeded.
(a) See section 1 .4 for the general rules on how Default Interest is
calculated.
(b) To determine the Overall Credit Limit, all foreign currency amounts
are converted to Canadian dollars, even if the Credit Limits of any particular
Credits are quoted directly in a foreign currency (such as u.s. dollars). No
matter how the Credit Limit of a particular Credit is quoted, therefore,
currency fluctuations can affect whether the Overall Credit Limit has been
exceeded. For example, if Credits X and Y have Credit Limits of C$100,000 and
US$50,000, respectively, with an Overall Credit Limit of C$175,000, if Credit X
is at C$90,000 and Credit Y is at US$45,000, Default Interest will be charged
only if, after converting the US dollar amount, the Overall Credit Limit is
exceeded.
(c) Whether the Credit Limit of a particular Credit has been exceeded will
depend on how the Credit Limit is quoted, as described below.
(d) If the Credit Limit is quoted as, for example, the u.s. dollar
equivalent of a Canadian dollar amount, daily exchange rate fluctuations may
affect whether that Credit Limit has been exceeded. If, on the other hand, the
Credit Limit is quoted in a foreign currency (for example, directly in US
dollars), whether that Credit Limit has been exceeded is determined by reference
only to the closing balance of that Credit in that currency.
(e) For example, assume an outstanding balance of a Credit on a particular
day of us$200,000. If the Credit Limit is stated as "the us dollar equivalent of
C$275,000", then whether the Credit Limit of that Credit has been exceeded will
depend on the value of the Canadian dollar on that day. If the conversion
calculations determine that the outstanding balance is under the Credit Limit, a
drop in the value of the Canadian dollar the next day (without any change in the
balance) may have the effect of putting that Credit over its Credit Limit. If,
on the other hand, the Credit Limit is stated as "us$200,000', the Credit Limit
is not exceeded, and a drop in the value of the dollar the next day will not
change that (although the Overall Credit Limit may be affected).
(f) Conversion calculations are done on the closing daily balance of the
Credit. The conversion factor used is the mid-point between the buying and
selling rate offered by CIBC for that currency on the conversion date.
ARTICLE 2 - DEFINITIONS
2.1 Definitions. In this Agreement, the following terms have the following
meanings:
"Base Rate Loan" means a U.S. dollar loan on which interest is calculated by
reference to the u.s. Base Rate.
"Business Day" means any day (other than a Saturday or a Sunday) that the CISC
Branch/Centre is open for business.
"CIBC Branch/Centre" means the CIBC branch or banking centre noted on the first
page of this Agreement, as changed from time to time by agreement between the
parties.
"Credit" means any credit referred to in the Letter, and if there are two or
more parts to a Credit, "Credit" includes reference to each part.
"Credit Limit" of any Credit means the amount specified in the Letter as its
Credit Limit, and if there are two or more parts to a Credit, "Credit Limit"
includes reference to each such part.
"Default Interest Rate", unless otherwise defined in the Letter, means the
Standard Overdraft Rate.
"Letter" means the letter agreement between you and CIBC to which this Schedule
and any other Schedules are attached.
"Money Market Investments" means instruments such as GICs, bankers'
acceptances, T-bills, etc.
"Negotiable Securities" means securities traded on a publicly recognized
securities exchange in Canada or the United States, each of which has a value at
all times greater than the minimum value from time to time specified by us.
"Operating Account" means the account that you normally use for the day-to-day
cash needs of your business, and may be either or both of a Canadian dollar and
a U.S. dollar account.
"Prime Rate" means the variable reference rate of interest per year declared by
CIBC from time to time to be its prime rate for Canadian dollar loans made by
CIBC in Canada.
"Prime Rate Loan" means a Canadian dollar loan on which interest is calculated
by reference to Prime Rate.
"Standard Overdraft Rate" means the variable reference interest rate per year
declared by CIBC from time to time to be its standard overdraft rate on
overdrafts in Canadian or U.S. dollar accounts maintained with CIBC in Canada.
"U.S. Base Rate" means the variable reference interest rate per year as declared
by CIBC from time to time to be its base rate for U.S. dollar loans made by CIBC
in Canada.
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