Exhibit 2.9
ITC CANADA LIMITED
DEMAND DEBENTURE
1. In this Debenture:
(a) "Company" means ITC Canada Limited, a body corporate, incorporated
under the laws of Nova Scotia;
(b) "Funded Obligations" means any money indebtedness whether by way
of bonds, debentures, debenture stock, or otherwise, the principal
amount of which, by its terms, is not payable on demand, and the
date of payment of which is more than twelve (12) months from the
date of incurring the same;
(c) "Lien hereof" means the security constituted hereunder or pursuant
hereto in any manner howsoever created;
(d) "Mortgaged Premises" means the Specifically Mortgaged Premises and
also the undertaking, property and assets hereby assigned and
transferred to and charged by way of a floating charge to or in
favour of NSBDC;
(e) "NSBDC" means Nova Scotia Business Development Corporation, a
crown corporation of the Province of Nova Scotia and/or the holder
in due course of this Debenture;
(f) "Principal Agreement" means a certain agreement between NSBDC and
the Company, evidenced by a letter of offer from NSBDC to the
Company dated September 16, 1998 and accepted by the Company on
September 22, 1998 under the terms of which, inter alia, the
Company agreed to create and issue this Debenture to NSBDC;
(g) "Principal Amount" means $3,600,000.00 (Canadian Funds);
(h) "Specific Lien hereunder" and similar expressions refer to the
security constituted hereby or pursuant hereto upon the
Specifically Mortgaged Premises;
(i) "Specifically Mortgaged Premises" means the property and assets
hereby mortgaged or charged by way of a fixed and specific
mortgage or charge to or in favour of NSBDC;
(j) "This Debenture" means this Debenture created and issued pursuant
to the provisions of the Principal Agreement.
2. FOR VALUE RECEIVED the Company hereby acknowledges itself indebted and
promises to pay on demand to or to the order of NSBDC the Principal
Amount in lawful money of Canada, on presentation and surrender of this
Debenture, to NSBDC at its address, 1800 Argyle Street, 6th Floor, PO
Box 519, Halifax, NS B3J 2R7, or at such other place as NSBDC may
designate by notice in writing to the Company, and to pay interest
thereon from the date hereof at the rate of 8% per annum in like money
at the same place on the last day of each month, and, should the
Company at any time make default in payment of any principal or
interest, to pay interest both before and after judgment on the amount
in default at the same rate in like money at the same place on the same
dates.
3. This Debenture shall be construed in accordance with the laws of the
Province of Nova Scotia, and shall be treated in all respects as a Nova
Scotia contract.
4. As security for the payment of the Principal Amount, interest and all
other monies from time to time owing hereunder, the Company hereby:
(a) grants, mortgages, and charges as and by way of a fixed and
specific mortgage, pledge and charge, to and in favour of
NSBDC, its successors and assigns, and grants to NSBDC a
security interest in its premises located at 1959 Upper Water
Street, Suite 600, Purdy's Wharf Tower One, Halifax, NS, B3J
3N2 and in all equipment and leasehold improvements now owned
or hereafter acquired by the Company including those located
at the said premises;
(b) assigns and transfers to NSBDC, its successors and assigns,
and, all right, title, benefit and interest of the Company in
and to all registered or unregistered trademarks, trade and
brand names, service marks, copyrights and/or copyright
materials and/or materials capable of being copyrighted,
designs, inventions, patents, patent applications, patent
rights (including any patents issuing on such applications or
rights), licences, sub-licences, franchises, formulae,
processes, technology courseware, software and related
materials, training courses and discs, manuals, publications
and any property developed thereunder and therefrom and other
industrial and intellectual property owned and/or used in
connection with the Company's business and computer programs,
customer and vendor lists and records in connection with such
business now owned or hereafter acquired or developed by the
Company, and the right to copy, publish, amend, transmit,
alter, licence, franchise, digitize and further develop all
such property; and
(c) grants, mortgages, and charges as and by way of a first
floating charge to and in favour of NSBDC, its successors and
assigns, and grants to NSBDC a security interest in all the
undertaking, property and assets of the Company both present
and future, of whatsoever nature and kind (other than such
thereof as are from time to time effectively and validly
subjected to and not released from or discharged or disposed
of free from the Specific Lien hereof), including without
limitation franchises, uncalled capital and goodwill; it being
understood that the charges on the Company's inventory and
accounts receivable held by NSBDC shall be subject to charges
now given or which may hereafter be given to the bankers for
ITC Learning Corporation (presently Wachovia Bank, N.A.) and
that the charges on all other assets of the Company shall rank
pari passu with the rights of the bankers for ITC Learning
Corporation to be shared on the basis of the amounts
outstanding at the commencement of enforcement of any security
to NSBDC on the Cdn. $2,000,000 loan advanced or to be
advanced by NSBDC to the Company and, with respect to the
bankers for ITC Learning Corporation, the lesser of (i) the
amount owed by ITC Learning Corporation to its bankers, and
(ii) Cdn. $1,000,000. If the security constituted by this
Debenture is enforced to obtain repayment of any obligation of
the Company to NSBDC other than in respect to the said Cdn.
$2,000,000 loan, it shall be enforced subject to the prior
right of the bankers for ITC Learning Corporation to obtain
full repayment of the obligations of the Company under a
guarantee to such bankers for the indebtedness of ITC Learning
Corporation.
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5. The mortgages and charges created under Subsection 4(c) shall in no way
hinder or prevent the Company from, and the Company is hereby permitted
and authorized to, until the security hereby constituted becomes
enforceable and NSBDC determines to enforce it, sell alienate, assign,
lease, licence and dispose of or deal with the subject matter of such
assignment, transfer and charges in the normal course of its operations
and for the purpose of carrying on such operations, provided:
(a) that such action is not a breach of any express provisions of
the Principal Agreement or this Debenture; and
(b) that the Company does not (and it hereby covenants that it
will not make, give, create or assume any mortgage, pledge,
charge, assignment or other security, whether fixed or
floating, upon the subject matter thereof other than charges
on inventory or receivables or both given to the Company's
bankers in the ordinary course of business as security for
obligations other than Funded Obligations.
6. The assignments, transfers, mortgages and charges hereby created or for
which provision is hereby made shall:
(a) be effective whether the moneys secured thereby or any part
thereof is advanced before or after or at the time of the
issue of this Debenture;
(b) not extend or apply to the last day of the term of any lease
or agreement therefor but upon the enforcement of any of the
assignments, transfers, mortgages and charges, the Company
shall stand possessed of such last day in trust to assign the
same to any person acquiring such term.
7. Subject to any defects in title and any charges or encumbrances
existing at the date of conveyance to the Company by Grant Thornton
Limited as receiver of Mentor Networks Inc. and High Performance Group
(Canada) Inc., the Company hereby warrants and represents:
(a) that it lawfully owns and is lawfully possessed of the
Mortgaged Premises;
(b) that it has good right and lawful authority to assign,
transfer, mortgage and charge its undertaking, property and
assets as hereby mortgaged and charged;
(c) that the Mortgaged Premises are free and clear of any deed of
trust, mortgage, lien, charge or encumbrance except as herein
specifically authorized;
(d) that it will warrant and defend title to the Mortgaged
Premises against the claims and demands of all persons
whatsoever.
8. The Company hereby covenants and agrees with NSBDC that:
(a) it will at all times do, execute, acknowledge and deliver or
cause to be done, executed, acknowledged and delivered all and
every such further acts, deeds, mortgages, transfers,
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assignments and assurances as NSBDC may reasonably require for
the better assuring, mortgaging, transferring, assigning and
confirming to NSBDC all and singular the property and assets
hereby mortgaged, transferred, assigned and charged or
intended so to be or which the Company may hereafter become
bound to mortgage, transfer, assign and charge in favour of
NSBDC and for the better accomplishing and effectuating of the
intentions of this Debenture;
(b) it will from time to time, execute and do all such assurances
and things as in the opinion of NSBDC are necessary or
advisable for validly giving to NSBDC (so far as possible
under the laws of the various jurisdictions where the
Specifically Mortgaged Premises are situate) the security
hereby intended to be created, all such assurances being in
such form as NSBDC may advise;
(c) it immediately after its execution, cause this Debenture and
every instrument supplemental or ancillary thereto to be
registered, filed or recorded at all offices where such
registration, filing or recording may in the opinion of NSBDC
be necessary or of advantage to the security hereby created or
intended to be created, and will on demand deliver or exhibit
to NSBDC certificates, establishing such registration, filing
or recording and will do, observe and perform all matters and
things necessary or expedient to be done, observed or
performed for the purpose of creating and maintaining the
security thereby constituted as a valid and effective
security;
(d) it will after the security hereby created has become
enforceable and NSBDC has determined to enforce it, from time
to time, execute and do all such assurances and things as
NSBDC may reasonably require for facilitating the realization
of the Mortgaged Premises and for exercising all the powers,
authorities and discretions hereby conferred upon NSBDC and
for confirming to any purchaser of any of the Mortgaged
Premises whether sold by NSBDC hereunder or by or pursuant to
judicial proceedings, the title to the property so sold, and
that it will give all notices and directions as NSBDC may
consider expedient;
(e) at any and all times the Company will do, execute, acknowledge
and deliver or will cause to be done, executed, acknowledged
and delivered all and every such further acts, deeds,
conveyances, mortgages, hypothecates, charges, cessions,
transfers and assurances in law as NSBDC shall reasonably
require, for the purpose of giving NSBDC a valid assignment,
transfer, mortgage, hypothecate, charge or security of the
nature herein specified upon all property, whether now owned
or hereafter acquired by the Company, intended to be covered
hereby, and for the better assuring, conveying, mortgaging,
hypothecating, assigning, confirming, pledging, charging,
ceding or transferring to NSBDC all and singular the
hereditaments and premises, estates and property hereby
mortgaged, hypothecated, pledged and/or charged and/or ceded
and transferred, or intended so to be, or which the Company
may hereafter become bound to mortgage, hypothecate, pledge
and/or charge and/or cede and transfer in favour of NSBDC.
9. Until the security hereby constituted becomes enforceable and NSBDC
determines to enforce it, the Company shall be permitted in the same
manner and to the same extent as if this Debenture had not been
executed, but subject to the express terms thereof, to possess,
operate, manage, use and enjoy the Mortgaged Premises, freely to
control the conduct of its business and to take and use the rents,
incomes, profits and issues thereof.
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10. General Covenants: The Company covenants with NSBDC that so long as
this Debenture remains outstanding:
(a) the Company will well, duly and punctually pay or cause to be
paid to NSBDC, all amounts due and owing to NSBDC from time to
time (including, in the case of default, interest on the
amount in default) at the place and in the manner stipulated
herein;
(b) at all times the Company will maintain its corporate
existence, carry on and conduct its business in a proper,
efficient and businesslike manner and in accordance with good
business practice, keep or cause to be kept proper books and
accounts in accordance with sound accounting principles, and
without limiting the generality of the Company's obligations
under the Principal Agreement, file promptly with NSBDC copies
of all its annual financial statements after the date hereof
as well as any other information relating to the Company's
business as NSBDC may require to enable it to evaluate its
security;
(c) the Company will punctually pay and discharge all indebtedness
lawfully incurred by or imposed upon it, the Mortgaged
Premises or any part thereof by virtue of any law, regulation,
order, direction or requirement of any competent authority or
any contract, agreement, lease, licence, concession,
franchise, permit or otherwise, failure to pay or discharge
which might result in any lien or charge or any right of
distress, forfeiture, termination or sale or other remedy
being enforced against the Mortgaged Premises or any part
thereof, and will exhibit to NSBDC when required a certificate
of its auditors or other evidence establishing such payments,
provided that the Company may refrain from paying and
discharging any such indebtedness so long as it in good faith
contests liability therefor, and provided further that the
Company may upon delivery to NSBDC of a certificate signed by
its duly authorized officers to the effect that any asset, not
being part of the Specifically Mortgaged Premises, is no
longer useful in the conduct of its business, refrain and
continue to refrain from paying and discharging any
obligations in respect of such asset;
(d) except as specifically authorized herein, the Company will
not, without the prior written consent of NSBDC, create or
assume any mortgage, pledge, charge, lien or other encumbrance
of any kind whatsoever on any asset subject to the Lien
hereof;
(e) generally, the Company will well and truly perform and carry
out all the acts or things to be done by it respectively as
provided in this Debenture;
(f) the Company will duly and punctually perform all of its
obligations under the Principal Agreement;
(g) the Company will insure and keep itself insured against fire
and extended coverage, property damage and public liability in
amounts satisfactory to NSBDC;
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(i) all such insurance shall be taken out and maintained by
specific or blanket policies or both with such insurers
as the Company selects and NSBDC approves;
(ii) all insurance against loss or damage to the Specifically
Mortgaged Premises or any part thereof will be made
payable to NSBDC and the Company as their interests may
appear, and the Company will cause NSBDC to be kept
supplied with up to date copies of all policies therefor
and to be paid the proceeds of any claims payable
thereunder in respect to the Specifically Mortgaged
Premises, but, without limiting the generality of the
foregoing, nothing herein contained shall be deemed to
hinder or prevent the Company in respect of blanket
policies which include or cover, in addition to property
forming part of the Specifically Mortgaged Premises,
property not forming) part thereof upon which security
is or may be given to any bank or other encumbrances as
permitted under any provisions hereof, from providing in
such policies that any losses payable thereunder be paid
to NSBDC and such bank or other encumbrances as their
respective interests may appear;
(iii) the Company shall, prior to the expiry of any insurance
policy, deliver to NSBDC a renewal receipt, binder or
new policy, replacing such expiring insurance and will
keep NSBDC informed of any change or alteration in the
property of the Company of a character so usually
insured, and shall furnish NSBDC with particulars of all
insurance covering the Mortgaged Premises or any part
thereof.
(h) whether or not the transactions contemplated by the Principal
Agreement or this Debenture are consummated, the Company will
reimburse NSBDC or cause it to be reimbursed for any
reasonable out of pocket expenses incurred by NSBDC in
connection with the transactions therein or herein
contemplated (either as therein stipulated or as they may
hereafter from time to time be amended) including, without
limitation, the reasonable charges and disbursements of its
financial consultant retained at the request of the Company or
retained in the event NSBDC deems its security in jeopardy and
its counsel and any counsel whom it or they may consult on
matters of the laws of any jurisdiction which its counsel
deems relevant to the transaction therein contemplated, for
the services of such counsel in connection with the
preparation of any future modifications of the Debenture or
any security for the Debenture or any waiver or consent under
or in respect thereof and any monies so paid or costs, charges
or expenses incurred by NSBDC in respect thereto shall be
added to the principal monies secured by this Debenture and if
not paid by the Company within 30 days of demand shall bear
interest at the rate of fifteen percent (15%) per annum which
amount so incurred by NSBDC and interest shall be secured by
the Debenture in the same manner as the Principal Amount and
interest under this Debenture.
11. Subject to the terms of the Debenture, in each and every of the
following events all amounts owed by the Company to NSBDC shall
immediately become due and payable to the full extent of the Principal
Amount and interest and the security constituted by this Debenture
shall become enforceable:
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(a) if the Company defaults in the payment of the Principal Amount
and interest at the rate hereinbefore set out upon demand; or
(b) if the Company falls to pay any taxes or assessments levied
upon or in respect of the Mortgaged Premises after they have
become due and payable provided that, the Company may with the
consent of NSBDC delay payment of such taxes or assessments
for such period as NSBDC may agree and further provided that
if the Company bona fide disputes the legality or amount of
any such taxes or assessments, they shall not be deemed due
and payable within the meaning of this subclause (b) until
they are so adjudged by the last tribunal to which the Company
appeals. (If NSBDC requires the Company to do so, the Company
will post security with NSBDC for the full amount of such
taxes or assessments.); or
(c) if any execution foreclosure or other process is levied or
enforced against any of the property, undertaking or assets of
the Company; or
(d) if any sum admitted due or not disputed to be due by the
Company and forming or capable of being made a charge upon the
Mortgaged Premises in priority to the security of this
Debenture remains unpaid after proceedings have been taken to
enforce it as such prior charge or for a period of more than
five (5) days after NSBDC has demanded that such sum be paid;
or
(e) if the Company becomes bankrupt within the meaning of the
applicable bankruptcy law or insolvent or makes a general
assignment for the benefit of creditors or otherwise
acknowledges its insolvency, or if any order is made or a
resolution passed for the winding up of the Company, or any
application be made under the Company's Creditors Arrangement
Act, or an encumbrancer shall take possession of the Mortgaged
Premises or any part thereof; or
(f) if the Company, without the consent of NSBDC, ceases to carry
on its business; or
(g) if the Company at any time creates or purports or attempts to
create any mortgage, pledge, charge, assignment or other
security, whether fixed or floating on the Mortgaged Premises
or any part thereof other than encumbrances expressly
authorized by any provisions hereof; or
(h) if the Company neglects to carry out or observe any other
covenant or condition of this Debenture; or
(i) if the Company or any of its affiliates falls to perform any
of their obligations undertaken in favour of NSBDC pursuant to
the Principal Agreement or any agreements supplemental thereto
or any other agreements between the Company or its affiliates
and NSBDC; or
(j) if the Company shall make default under the provisions of any
instrument creating a charge on the Mortgaged Premises ranking
after the security of this Debenture unless within such time
as will prevent the exercise under such instrument of the
remedies provided therein or available thereunder in cases of
default and in any event within 30 days from receipt of notice
to that effect from NSBDC, the Company remedies such default
and the rights of NSBDC hereunder have not been prejudicially
affected; or if the trustee or holder under any such
instrument, whether or not any such default shall have been
made shall take any proceedings with a view, to appointing a
receiver or with a view to entering upon or foreclosing on the
Mortgaged Premises.
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12. Any time after an event of default has occurred NSBDC may, on such
terms and conditions (if any) as it may prescribed, waive such default
and/or that part of Section I 1 hereof rendering this Debenture
outstanding immediately due and payable, provided that no such waiver
shall affect or be deemed to affect in any way any subsequent default
or any rights resulting therefrom.
13. Whenever the security hereby constituted shall have become enforceable
NSBDC may:
(a) by instrument in writing appoint any person or persons,
whether an employee or employees of NSBDC or not, to be a
receiver ("receiver" in this Section 13 includes receivers; a
receiver and manager; and receivers and managers) of the
Mortgaged Premises or any part thereof, wherever located, and
may remove any receiver so appointed and appoint another in
his stead. Any such receiver so far as concerns responsibility
for his acts, be the agent of the Company and NSBDC shall not
in any way be responsible for any misconduct or negligence on
the part of such receiver. Any such receiver shall have such
powers as are set out in Section 13 (b) and (d) hereof, shall
have power with or without taking possession to lease all or
any part of the Mortgaged Premises to such person and upon
such terms as he deems fit and shall have the power to take
possession of the Mortgaged Premises or any part of such
property and to convey, transfer and assign to a purchaser or
purchasers the title to any of the undertaking, property and
assets so sold. Subject to NSBDC's right of waiver under
Section 12 hereof the floating charge hereby created shall
crystallize on the earlier of:
(i) the commencement of any proceedings in any Court by
NSBDC to enforce the security herein constituted;
(ii) the appointment hereunder or by a Court of any receiver
of the Mortgaged Premises or any part thereof;
(iii) the happening of any event sufficient at law or in
equity to crystallize the said floating charge; and/or
(b) by its agents or attorney take possession of all or any part
or parts of the Mortgaged Premises with full power to exclude
the Company, its agents and servants therefrom, carry on,
manage and conduct the business operations of the Company;
preserve and maintain the Mortgaged Premises and make such
replacements thereto and additions thereto as it shall deem
judicious; receive the rents, incomes and profits thereof of
any kind whatsoever; and enjoy and exercise all powers
necessary to the performance of all functions provided for in
this paragraph including but not in limitation thereof, the
power to purchase on credit, borrow money in the Company's or
its own name; and/or
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(c) apply to a Court of competent jurisdiction for the appointment
of a receiver to take possession of all or such part or parts
of the Mortgaged Premises wherever located as NSBDC desires
with the duties, powers and obligations otherwise set forth in
this Section 13 and with such additional powers as the Court
making the appointment shall confer; and the Company hereby
consents to the appointment of such receiver and waives notice
of any application to make such appointment; and/or
(d) with or without taking possession sell all or part of the
Mortgaged Premises either as a whole or in separate parcels at
public auction or by private sale at such times and places and
subject to adjournment from time to time and on such terms and
conditions as NSBDC shall appoint; and/or
(e) take any action or proceedings to enforce payment of this
Debenture or performance of any other covenant contained
herein or to enforce the security hereby constituted and to
bring to sale the Mortgaged Premises and any part or parts
thereof under a judgment or decree of the court of competent
jurisdiction or by an enforcement of any other legal remedy
which NSBDC shall deem most effectual to protect and enforce
its rights; and/or
(f) NSBDC may foreclose the security constituted under this
Debenture by suit of foreclosure in accordance with the
practice from time to time prevailing for such foreclosures.
14. On any sale or sales under Section 13 hereof or otherwise, NSBDC may
purchase the whole or part of the property so sold and may apply
towards the purchase price thereof this Debenture at an amount equal to
the sum that would be received in respect of this Debenture upon the
distribution of the proceeds of such sale.
15. After any default NSBDC may either before, during, or after any act,
action or proceeding for realizing upon the Mortgaged Premises or
enforcing the security constituted hereby or any obligation of the
Company hereunder recover judgment against the Company and levy
execution thereon for the whole amount then due and payable to the
Company. The right to recover such judgment and levy such execution
shall not be affected by any entry or taking possession or sale
hereunder or by the exercise of any other right, power or remedy and
the exercise of such right to recover judgment and levy execution shall
not in any mariner or to any extent affect the Lien hereof or rights,
powers, or remedies of NSBDC.
16. No remedy conferred on NSBDC shall be deemed exclusive of any other
remedy. Each such remedy shall be cumulative and in addition to every
other remedy given hereunder or now or hereafter existing at law or in
equity and may be exercised from time to time and as often as is deemed
expedient.
17. Any and all moneys arising from any sale or realization of the whole or
any part of the Mortgaged Premises shall be held by NSBDC, IN TRUST,
for the following purposes, in the order of priority in which they are
listed:
(a) to pay or retain the compensation, cost, expenses and outlays
including any interest thereon incurred or payable by or to it
or any receiver as defined in Section 14 hereof in connection
with such sale or realization;
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(b) to pay or retain the costs of NSBDC taxed as between solicitor
and client of any proceeding in any Court taken by NSBDC to
enforce the security herein constituted;
(c) to pay all taxes, assessments and other charges upon the
Mortgage Premises to the extent they form a charge prior to
this Debenture;
(d) to pay or retain all amounts due and payable to NSBDC by the
Company for any reason whatsoever, under or pursuant to this
Debenture or otherwise;
(e) to pay the balance of such moneys, if any, to the Company or
to the Accountant General of the Supreme Court of Nova Scotia,
at the option to NSBDC.
18. All amounts described in Sections 17 (a), (b) and (c) hereof which are
paid by NSBDC or any receiver shall be added to the Principal Amount
hereby secured and shall be a charge upon the property and assets of
the Company charged hereunder in priority to the Principal Amount.
19. Upon default by the Company and demand for possession by NSBDC, the
Company, its officers, agents and servants shall immediately surrender
and deliver to NSBDC all the Mortgaged Premises and execute all such
instruments and do all such acts and things as may be necessary or
desirable to put NSBDC in actual possession of the Mortgaged Premises.
20. Any notice or demand upon the Company shall be valid if given by
postage prepaid registered letter addressed to the principal office of
the Company and shall be deemed to have been served or given five
business days after the day such letter is posted. Nothing herein shall
preclude the delivery of notices or demands by means other than
mailing.
21. No delay or omission of NSBDC to exercise any right or power accruing
upon any default, shall impair any such right or power or shall be
construed to be a waiver of any such default or in acquiescence therein
and every power and remedy given hereby to NSBDC may be exercised by
it, from time to time and as often as may be deemed by it.
22. This security is in addition to and not in substitution for any other
security now or hereafter held by NSBDC.
23. This Debenture may be assigned, deposited and pledged by the Company as
collateral security for all of its present and future indebtedness and
liabilities to NSBDC and, when redelivered to the Company or its
nominee, shall be forthwith cancelled, provided however, that this
Debenture shall not be deemed to have been redeemed by reason of the
account of the Company having ceased to be in debit while this
Debenture was so assigned, deposited or pledged and no payment shall
reduce the amount owing or payable under this Debenture unless
specifically appropriated to the payment on account of this Debenture
at the time of payment.
24. This Debenture and all of its provisions shall ensure to the benefit of
NSBDC and shall be binding upon the Company, its successors and
assigns.
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IN WITNESS WHEREOF the Company has caused its corporate seal to be
hereunto affixed and this Debenture to be signed by its proper officers duly
authorized in that behalf as of the 18th day of September, 1998.
SIGNED, SEALED AND DELIVERED ITC CANADA LIMITED
in the presence of:
/s/ Robert G. MacKeigan By: /s/ Wendy G. Berney
- ------------------------------ ------------------------------
Witness
And: /s/ Phillip Read
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CANADA
PROVINCE OF NOVA SCOTIA
ON THIS 23rd day of September, 1998, before me, the subscriber
personally came and appeared Robert G. MacKeigan, a subscribing witness to the
foregoing Indenture, who, having by me duly sworn, made oath and said that ITC
CANADA LIMITED, one of the parties thereto, caused the same to be executed in
its name and on its behalf and its corporate seal to be thereunto affixed by its
proper officers in his presence.
/s/ Roy F. Redgrave
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A Commissioner of the Supreme
Court of Nova Scotia
September 1998
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ITC CANADA LIMITED
and
NOVA SCOTIA BUSINESS
DEVELOPMENT CORPORATION
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DEMAND DEBENTURE
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Robert G. MacKeigan
Cox Hanson O'Reilly Matheson
Barristers and Solicitors
Suite 1100, Purdy's Wharf Tower One
1959 Upper Water Street
PO Box 2380, Stn Central RPO
Halifax NS B3J 3E5