Exhibit 20.2
PROMISSORY NOTE
$350,000.00 CDN March 10, 1998
For value received, the undersigned, 761395 ALBERTA LTD., an Alberta
corporation having its chief executive office in Calgary, Alberta, and BRONSON
CONRAD, residing in Mississauga, Ontario, hereby acknowledges themselves
severally and jointly indebted to TEXTRON FINANCIAL CORPORATION (CANADA)
("TFCC"), an Ontario corporation having its chief executive office in Toronto,
Ontario (together with any other holder of this Note, hereinafter referred to as
"Holder") and promise to pay to or to the order of TFCC, the principal sum of
Three Hundred and Fifty Thousand Dollars 00/100 ($350,000.00) together with
interest thereon, as provided herein. The obligations of the undersigned
hereunder are Obligations secured by the Collateral as defined and described in
an Aircraft Security Agreement between the undersigned and Holder dated as of
the date hereof (the "Security Agreement"), and are entitled to all of the
rights and privileges provided therein, including rights of acceleration of this
Note.
The principal amount due under this Note shall be amortized over sixty (60)
months and shall be due and payable in sixty (60) monthly instalments of
principal and interest of $7,785.56 CDN each, due and payable on the 10th day of
each month commencing on March 10, 1998, and continuing on the same date of each
month thereafter through and including February 10, 2003 (the "Maturity Date"),
with a final payment as set out below. Interest is calculated on the unpaid
principal balance of this Note at a fixed rate of 12.00% per annum. The final
instalment of principal and interest in the amount of $7,697.41 is due and
payable on the Maturity Date together with all accrued late charges (if any) and
other amounts then due and owing hereunder and under the Security Agreement.
In the event any amount due hereunder is past due by more than ten (10)
days, the undersigned agrees to pay a late charge equal to the lesser of: (a)
eighteen percent (18%) per annum on and in addition to the amount of the past
due payment; or (b) the maximum charges allowable under then applicable law.
Upon the maturity of this Note (by reason of default and acceleration or
otherwise), the undersigned agrees to pay interest on the unpaid balance and all
accrued and unpaid amounts due hereunder and under the Security Agreement from
the maturity hereof through the day of payment at a rate of interest per annum
equal to the lesser of: (a) Holder's then current default rate of interest per
annum; or (b) the maximum rate of interest per annum allowable under then
applicable law.
Each payment hereunder shall be made in lawful Canadian dollars and shall
be payable to such account or address as Holder shall from time to time direct
the undersigned. All amounts received shall be applied first, to accrued late
charges and any other costs or expenses due and owing hereunder or under the
terms of the Security Agreement; second, to accrued interest; and third, to
unpaid principal. If at any time during the term of this Note the interest rate
applicable hereunder exceeds the maximum rate of interest permitted under then
applicable law, then the interest rate shall thereafter be deemed to be the
maximum rate permitted under such applicable
law, and amounts of interest received from the undersigned in excess of such
maximum rate shall be considered reductions of principal to the extent of any
such excess.
Failure to pay this Note, or any instalment hereunder promptly when due, or
default or failure in the performance or due observance of any of the terms,
conditions or obligations hereunder or under the Security Agreement or in any
other agreement or instrument between the undersigned (or any endorser,
guarantor, surety or other party liable for the undersigned's obligations
hereunder, or any other entity controlling, controlled by, or under common
control with the undersigned) and Holder (or any other entity controlling,
controlled by or under common control with Holder), shall entitle Holder to
accelerate the maturity of this Note and to declare the entire unpaid principal
balance and all accrued interest and other charges owing hereunder (including
prepayment fees) and under the Security Agreement to be immediately due and
payable, and to proceed at once to exercise each and every one of the remedies
set forth in the Security Agreement or otherwise available at law or in equity.
The undersigned and all other parties who may be liable (whether as
endorsers, guarantors, sureties or otherwise) for payment of any sum or sums due
or to become due under the terms of this Note waive diligence, presentment,
protest, notice of dishonour and notice of protest and agree to pay all costs
incurred by holder in enforcing its rights under this Note or the Security
Agreement, including reasonable legal fees, and they do hereby consent to any
number of renewals or extensions at any time in the payment of this Note. No
extension of time for payment of this Note made by any agreement with any person
now or hereafter liable for payment of this Note shall operate to release,
discharge, modify, change or affect the original liability of the undersigned
under this Note, either in whole or in part. No delay or failure by Holder in
exercising any right, power, privilege or remedy shall be deemed to be a waiver
of same or any part thereof; nor shall any single or partial exercise thereof or
any failure to exercise same in any instance preclude any future exercise
thereof, or exercise of any other right, power, privilege or remedy, and the
rights and remedies provided for hereunder are cumulative and not exclusive of
any other right or remedy available at law or in equity. Holder may proceed
against all or any of the Collateral securing this Note or against any guarantor
hereof, or may proceed contemporaneously or in the first instance against the
undersigned, in such order and at such times following default hereunder as
Holder may determine in its sole discretion. All of the undersigneds'
obligations under this Note are absolute and unconditional, and shall not be
subject to any setoff or deduction whatsoever. The undersigned waive any right
to assert by way of counterclaim or affirmative defense in any action to enforce
the undersigneds' obligations hereunder, any claim whatsoever against Holder.
Annual Interest Rate
Whenever a rate of interest is calculated on the basis of a period (the
"Calculation Period") which is less than the actual number of days in the
calendar year in which the same is to be ascertained, the rate of interest
expressed as an annual rate for the purposes of the Interest Act (Canada) is
equivalent to such rate as so determined multiplied by the actual number of days
in such calendar year and divided by the number of days in the calculation
period.
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Withholding Taxes
All payments made by the undersigned under this Note shall be made free and
clear of, and without reduction or withholding or liability for or on account
of, any present or future income, stamp or other taxes, levies, imposts,
duties, charges, fees, deductions or withholdings, now or hereafter imposed,
levied, collected, withheld or assessed by any governmental authority (all such
taxes, levies, imposts, deductions, charges or withholdings being hereinafter
called "Taxes"). If any Taxes are required to be withheld from, or if Holder
shall become liable in respect of, any amounts payable or paid to Holder (other
than income taxes), then the amounts so payable or paid to the Holder shall be
increased to the extent necessary to yield to Holder (after payment of any
Taxes) the instalment amounts set forth above. Whenever any Taxes are payable by
the undersigned, the undersigned shall as promptly as possible pay such Taxes
and shall send to Holder a certified copy of an original receipt received by the
undersigned showing payment thereof within 30 days of each such payment. If the
undersigned fail to pay any Taxes when due to the appropriate taxing authority,
then the undersigned shall indemnify Holder for any incremental taxes, interest
or penalties that may become payable by Holder as a result of any such failure.
The provisions of this Note shall be governed by and construed in
accordance with the laws of the Province of Ontario and the federal laws of
Canada applicable therein.
761395 Alberta Ltd.
By: /s/ Bronson B. Conrad
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Name: Bronson B. Conrad
Title: President
Bronson Conrad
By: /s/ Bronson B. Conrad
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Name: Bronson B. Conrad
Title:
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