EXHIBIT 10.18
[LOGO] THE TORONTO-DOMINION BANK
Toronto Dominion Tower Branch
700 Georgia St. W., Pacific Centre
P.O. Box 10001
Vancouver, B.C. V7Y 1A2
Telephone No. 654-3500
Fax No. (604) 654-3489
September 5, 1997
PRIVATE & CONFIDENTIAL
Caring Products Industries Ltd.
Suite 200 - First Avenue West
Seattle, WA
98119
ATTENTION: MR. WILLIAM H. W. ATKINSON, CHAIRMAN & CEO
Dear Sirs:
On the basis of our discussions with you, and the documentation provided by you
in connection with your request for financing, The Toronto-Dominion Bank (the
"Bank") is prepared to offer the following credit facilities, substantially upon
the terms and conditions outlined hereunder:
BORROWER: Caring Products Industries Ltd.
LENDER: The Toronto-Dominion Bank (the "Bank")
CREDIT FACILITIES:
With the exception of the Business Credit Service, the following facilities are
subject to review and change, from time to time, in the normal course of
business. A copy of the Business Credit Service Agreement outlining the terms
and operating conditions is attached to this letter.
1. Operating - BCRS....................................$ 3,500,000
2. Commercial Term Loan................................$ 16,500
3. Letter of Guarantee.................................$ 20,000
AVAILABILITY:
In Canadian Dollars by way of:
Direct Borrowings, based on the Lender's Prime Lending Rate.
Caring Products Industries Ltd. Toronto Dominion Tower Branch,
Seattle, WA Pacific Centre, Vancouver, B.C.
Page 2
- -----------------------------------------------------------------------------
INTEREST RATE:
1. Prime + 1/4 %.
2. Prime + 1%.
3. 1% per annum.
FEES:
Facility Set-Up Fee: $4,375.00.
Business Credit Service Agreement Fee ("BCRS"): $365 per month
INTEREST CALCULATION
AND PAYMENT: Interest is computed daily, based on the number of
days elapsed and a 365-day year, payable monthly in
arrears.
DRAWDOWN:
1. As funds are required subject to compliance with all security requirements
and Terms and Conditions of Credit.
2&3. Fully drawn.
REPAYMENT: When not in Default:
1. As funds permit, but on demand.
2. $1,500 principal monthly plus interest.
3. Upon demand by beneficiary.
PREPAYMENT:
1&2. Permitted without penalty.
Caring Products Industries Ltd. Toronto Dominion Tower Branch,
Seattle, WA Pacific Centre, Vancouver, B.C.
Page 3
- -----------------------------------------------------------------------------
SECURITY:
The required security documents are to be, in each case, in such form and on
such terms and conditions, including, but not limited to the covenants,
conditions and requirements set forth in this letter (and with such Events of
Default) as the Bank in its uncontrolled discretion may require. Where any
conflict or ambiguity exists between this letter and any note(s) and/or security
made between the borrower and the Bank, the terms and conditions set out in such
note(s) and/or security shall prevail.
- - Guarantee - no limit - Caring Products International Inc. together with
Resolution and Solicitor's Letter of Opinion supported by:
- - Registered General Security Agreement.
- - General Hypothecation of Stocks and Bonds - $52,000 T-Bill F/O Caring
Products Industries Ltd.
- - Indemnity Agreement.
- - Guarantee - Limited to $3,500,000 - Bradstone Equity Partners Inc. with
Resolution and Solicitor's Letter of Opinion supported by hypothecation of
credit balances/money market instruments -$3,500,000.
CONDITIONS:
1. Company to provide year-end audited financial statements within 120 days of
year-end.
2. All facilities are to be fully secured at all times with liquid money
market type instruments.
3. Interest payable monthly.
Caring Products Industries Ltd. Toronto Dominion Tower Branch,
Seattle, WA Pacific Centre, Vancouver, B.C.
Page 4
- -----------------------------------------------------------------------------
We trust the foregoing reflects our mutual understanding and look forward to our
continuing relationship.
Yours very truly,
/s/ David F. Ross,
David F. Ross,
Vice-President & Manager.
/tg
encl.
The undersigned agrees that the Terms & Conditions set out above are for the
exclusive benefit of the Bank and that no alteration or waiver of any of these
Terms & Conditions shall, in any way, limit the liability of the undersigned to
the Bank in a guarantee of the undersigned held by the Bank.
CARING PRODUCTS INTERNATIONAL INC.
/s/ William H. W. Atkinson
- ----------------------------------------
BRADSTONE EQUITY PARTNERS INC.
/s/ Alex W. Blodgett
- ----------------------------------------
ACKNOWLEDGED RECEIPT OF A COPY ON THIS ______ DAY OF ____________, 1997.
CARING PRODUCTS INDUSTRIES INC.
per: /s/ William H.W. Atkinson
-----------------------------------