Credit Agreement with Roxborough Holdings Limited


Exhibit 10(t)


RADIANT ENERGY CORPORATION


as “the Corporation”


- and -


ROXBOROUGH HOLDINGS LIMITED,


HARA ENTERPRISES LIMITED, and


JOHN M. MARSH


as “the Lenders”





CREDIT AGREEMENT





August 13, 2001




CREDIT AGREEMENT


        THIS AGREEMENT is made the 13th
day of August, 2001,


BETWEEN:


	 	RADIANT ENERGY CORPORATION, a corporation formed under the laws of Canada


(hereinafter referred to as "the Corporation")


- and -


ROXBOROUGH HOLDINGS LIMITED, a corporation formed under the laws of the Province of Ontario


(hereinafter referred to as "Roxborough")


- and -


HARA ENTERPRISES LIMITED,a corporation formed under the laws of the Province of Ontario


(hereinafter referred to as "Hara")


- and -


JOHN M. MARSH, an individual resident in the Province of Ontario


(hereinafter referred to as "Marsh")



        WHEREAS:


A.     the Lenders have agreed to establish a non-revolving credit facility for the Corporation subject to the terms and conditions
set forth herein; and


B.     each of the parties acknowledges that there is good and valuable consideration to support the agreements contained herein;


        NOW
THEREFORE THIS AGREEMENT WITNESSES THAT, in consideration of the mutual
covenants and agreements herein contained, the parties hereby agree as follows: 


ARTICLE 1


CREDIT FACILITY


1.1     The Loan


        The
Lenders hereby establish in favour of the Corporation, subject to the terms and
conditions hereof, a non-revolving credit facility (the “Credit
Facility”) in the maximum principal amount of Four Hundred, Twenty-Five
Thousand Dollars ($425,000.00) (the “Principal Amount”) to be
made available to the Corporation by direct advances from the Lenders from time
to time in accordance with section 1.7. Any portion of the Principal Amount not
drawn by December 31, 2001 shall be cancelled. The Principal Amount advanced and
outstanding from time to time is hereinafter referred to as the
“Loan”. 


1.2     Repayment


        The
Loan, including all accrued interest thereon, shall be due and payable in full
on the earliest of (i) within five (5) Business Days following the completion of
an offering to shareholders of the Corporation of rights to acquire securities
of the Corporation, and (ii) December 31, 2001 (the “Maturity
Date”). 


1.3     Promissory Notes


        The
Loan shall be evidenced by notes issued by the Corporation in the total
Principal Amount of the Loans, which notes shall be substantially in the form of
Schedule 1.3 (the “Promissory Notes”). All Promissory Notes
shall rank equally without discrimination, preference or priority. The ranking
of the Promissory Notes shall apply in all events and circumstances regardless
of the date of any advance made to the Corporation by the Lenders. Any and all
payments of the Principal Amount and interest, including prepayments or
accelerations, shall be made rateably among the Lenders. 


1.4     Interest


        The
Corporation shall pay to the Lenders interest on the amount of the Loan
outstanding from time to time at a rate per annum equal to the Prime Rate
charged from time to time by the Canadian Imperial Bank of Commerce
(“CIBC”) plus 3%, both before and after maturity, default or
judgment (with interest on overdue interest at the said rate). For purposes of
this Agreement and the Promissory Notes, “Prime Rate” means the
variable rate of interest expressed at a percentage per annum determined and
adjusted by CIBC from time to time as a reference rate for commercial loans made
in Canada in Canadian dollars. Interest shall accrue from and including the date
of issue of the Promissory Notes, on the Loan outstanding thereunder to and
including the Maturity Date (or the earlier payment and discharge of the Loan in
accordance with the provisions hereof). Interest under this section and the
Promissory Notes shall be computed on the basis of a year of 365 or 366 days for
the actual number of days elapsed. 


1.5     Subordination


        (1)
The payment and repayment of the Principal Amount and interest (the
“Postponed Obligations”) is, and at all times will be,
automatically and fully subordinated and postponed, without any further action
or documentation necessary to give effect to such subordination, in right of
payment to the prior payment in full of all Senior Indebtedness. The Lenders
will, at any time and from time to time at the written request and at the
expense of the Corporation, execute such agreements, documents and instruments
as may in the opinion of the Corporation, acting reasonably, be necessary or
advisable to confirm the subordination and postponement contemplated by this
section 1.5. Nothing in this section 1.5(1) shall be construed as entitling any
third party who has made loans to the Corporation to receive any proceeds from
any property or assets of the Corporation in respect of which such third party
does not have security, or has subordinated its security to other security
interests granted by the Corporation, or in respect of which the security
granted to such third party is invalid or unenforceable and nothing in this
Agreement shall apply so as to diminish the rights of the Lenders to the
proceeds of realization arising on the sale of property or assets of the
Corporation in the case where any Security in favour of such third party is
invalid or unenforceable. 


        (2)
For greater certainty, this section 1.5 shall not be construed so as to prevent
the Lenders from receiving and retaining any payments on account of the Loan
which are made (a) in a manner that is consistent with the terms of this
Agreement and (b) at any time when no event of default as defined in any Senior
Indebtedness or the instrument creating the same has occurred and is continuing
and in respect of which notice has been given by or on behalf of the holders of
Senior Indebtedness to the Corporation and the Lenders. Until written notice
shall be given to the Lenders by or on behalf of the holders of Senior
Indebtedness of the occurrence of any default with respect to such Senior
Indebtedness or the existence of any other facts which would have the result
that any payment in respect of this Agreement would be in contravention of the
provisions of this section 1.5, the Lenders shall be entitled to assume that no
such default has occurred, or that no such facts exist. 


1.6     Commitments


        The
commitment of each Lender under the Credit Facility is several (and not joint
and several) and the obligations of each Lender shall not exceed at any time the
amount of its commitment thereunder. The maximum commitment of each Lender is as
follows: 


	 	Lender	 	Commitment
	 	Roxborough	 	$250,000.00
	 	Hara	 	$125,000.00
	 	Marsh	 	$50,000.00
	 	 	 	$50,000.00



1.7     Request for Advance


        The
Corporation shall deliver a written request for advance (a “Request for
Advance”) to the Lenders no later than 10:00 a.m. (Toronto time) on or
before the 5th Business Day prior to the day (the “Advance
Day”) on which the Corporation desires to receive an advance of the
proceeds of the Credit Facility from the Lenders. Each Request for Advance shall
set out the relevant particulars of such advance including the amount thereof.
On the Advance Day, each Lender shall advance to the Corporation its pro
rata share of the requested advance in immediately available funds. 


1.8     Prepayments


        The
Corporation may prepay, in whole or in part, the Principal Amount and all
interest accrued thereon prior to the Maturity Date. 


ARTICLE 2


WARRANTS


2.1     Warrants


        The
Corporation shall issue a total of 90,589 Warrants to the Lenders in the numbers
set opposite their names as follows: 


	 	Lender	 	Number of Warrants
	 	Roxborough	 	53,288
	 	Hara	 	26,644
	 	Marsh	 	10,657



ARTICLE 3


COVENANTS OF THE CORPORATION


3.1     General Covenants


        So
long as the Loan remains outstanding, the Corporation covenants and agrees as
follows: 


	 	(a)	To Pay Costs. The Corporation shall pay all costs, fees,
charges and expenses in relation to this Agreement and any enforcement of the
terms hereof;





	 	(b)	To Maintain Corporate Existence.  The Corporation shall and
shall cause each of its Subsidiaries to:





	 	(i)	
maintain its corporate existence;





	 	(ii)	
observe and conform to all valid requirements of law and of any governmental or
municipal authority relative to the carrying on by the Corporation of its business;





	 	(iii)	
immediately notify the Lenders in writing of any proposed change of name of the
Corporation or a Subsidiary or of the Corporation’s or a Subsidiary’s
chief place of business;





	 	 	(iv)	
pay all taxes, rates, government fees and dues levied, assessed or imposed upon
it or its property as and when the same become due and payable save and except
where it contests in good faith the validity thereof by proper legal proceedings
and for which provision for payment adequate in the reasonable opinion of the
Lender has been made;





	 	 	(v)	
advise the Lenders forthwith upon becoming aware of any Event of Default
hereunder and deliver to the Lenders upon request a certificate in form and
substance satisfactory to the Lenders signed by a senior officer certifying that
no Event of Default has occurred or, if such is not the case, specifying all
Events of Default and their nature and status;





	 	 	(vi)	
promptly cure or cause to be cured any defects in the execution or delivery of
any Instrument and at its expense duly execute and deliver or cause to be duly
executed and delivered all documents as the Lenders may consider necessary or
desirable for such purposes; and





	 	 	(vii)	
at its cost and expense, upon the request of the Lenders, duly execute and
deliver, or cause to be duly executed and delivered, to the Lenders such
documents and do or cause to be done such acts as may be necessary or desirable
in the reasonable opinion of the Lenders to carry out the purposes of this
Agreement.





	 	(c)	Reporting  Issuer Status.  The Corporation shall maintain
its status as a reporting  issuer not in default under the laws of the provinces
of Ontario, Alberta and British Columbia.





	 	(d)	Reservation of Common Shares. The Corporation will at all times reserve
and keep available out of its authorized share capital and solely for the
purpose of the exercise of the Warrants, and conditionally allot to the Lenders,
such number of Common Shares as shall then be issuable upon the due exercise of
the Warrants.





	 	(e)	Authorization of Securities. The Corporation shall ensure that the Common
Shares to be issued upon due exercise of the Warrants shall, upon issuance, be
duly authorized and issued as fully paid and non-assessable shares in the
capital of the Corporation.





	 	(f)	Listing of Common Shares. The Corporation shall ensure that the Common
Shares to be issued upon exercise of the Warrants shall be listed and posted for
trading on the Canadian Venture Exchange or such other national securities
exchange in Canada or the United States as the Corporation may reasonably
determine.





ARTICLE 4


EVENTS OF DEFAULT AND REMEDIES


4.1     Events of Default.


        The
occurrence of any of the following events shall constitute an “Event of
Default” under this Agreement: 


	 	(a)	
if default occurs in payment when due of the Loan, or default occurs in payment
when due of any interest payable under this Agreement and such default in
payment of interest unremedied for a period of five (5) days or more;





	 	(b)	if default occurs in payment or performance of any other Obligation
(whether arising herein or otherwise) and remains unremedied for a period of 30 days;





	 	(c)	
if an event of default occurs under any of the Promissory Notes or in payment or
performance of any obligation in excess of $25,000 in favour of any Person from
whom the Corporation or any Subsidiary has borrowed money which would entitle
such Person to accelerate repayment of the borrowed money, and such default is
not waived in writing and remains unremedied for a period of five (5) days;





	 	(d)	if the Corporation commits an act of bankruptcy or becomes insolvent within the
meaning of any bankruptcy or insolvency legislation applicable to it or a
petition or other process for the bankruptcy of the Corporation is filed or
instituted and remains undismissed or unstayed for a period of 45 days or any of
the relief sought in such proceeding (including the entry of an order for relief
against it or the appointment of a receiver, trustee, custodian or other similar
official for it or any substantial part of its property) shall occur;





	 	(e)	
if any act, matter or thing is done toward, or any action or proceeding is
launched or taken to terminate the corporate existence of the Corporation,
whether by winding-up, surrender of charter or otherwise;





	 	(f)	
if the Corporation ceases to carry on its business or makes or proposes to make
any sale of its assets in bulk or any sale of its material assets out of the
usual course of its business;





	 	(g)	if any proposal is made or any petition is filed by or against the Corporation
under any law having for its purpose the extension of time for payment,
composition or compromise of the liabilities of the Corporation or other
reorganization or arrangement respecting its liabilities or if the Corporation
gives notice of its intention to make or file any such proposal or petition
including an application to any court to stay or suspend any proceedings of
creditors pending the making or filing of any such proposal or petition;





	 	(h)	if any receiver, administrator or manager of the property, assets or undertaking
of the Corporation or a substantial part thereof is appointed pursuant to the
terms of any trust deed, trust indenture, debenture or similar instrument or by
or under any judgment or order of any court;





	 	(i)	if any of the Disclosure Documents are false or misleading in any
material respect;





	 	(j)	if any judgment or order for the payment of money in excess of $50,000 shall be
rendered against the Corporation or any Subsidiary and either (i) enforcement
proceedings shall have been commenced by any creditor upon such judgment or
order, or (ii) there shall be any period of 10 consecutive days during which a
stay of enforcement of such judgment or order, by reason of a pending appeal or
otherwise, shall not be in effect;





	 	(k)	
if any representation or warranty made by the Corporation herein or in any other
Instrument or in any certificate, statement or report furnished in connection
herewith is found to be false or incorrect in any way so as to make it
materially misleading when made or when deemed to have been made; or





	 	(l)	if any event occurs with respect to any Subsidiary which, if a like event had
occurred with respect to the Corporation, would have constituted an Event of
Default.





4.2     Consequences of an Event of Default


        Upon
the occurrence of any Event of Default, all Obligations shall at the option of
the Lender become forthwith due and payable and all of the rights and remedies
hereby conferred or available at law or equity shall become immediately
enforceable. 


ARTICLE 5


INTERPRETATION


5.1     Defined Terms


        In
addition to the terms defined elsewhere in this Agreement, the following
expressions shall have the following meanings: 


	 	
"Advance Day" has the meaning ascribed to that term in section 1.7;





	 	
“Business
Day” means any day other than Saturday, Sunday or a day on which
chartered banks are closed for business in Toronto, Ontario or Buffalo, New
York;





	 	
"Common Shares" means the common shares in the capital of the Corporation;





	 	
"Credit Facility" has the meaning ascribed to such term in section 1.1;





	 	
“Disclosure
Documents” means the following public disclosure documents of the
Corporation prepared and filed pursuant to applicable securities legislation:





		(a)	audited financial statements as at and for the year ended October 31, 2000;





		(b)	management information circular dated February 20, 2001 in respect
of the annual meeting of shareholders to be held on March 29, 2001; and





		(c)	
all press releases and material change reports filed pursuant to Canadian
Securities Laws after October 31, 2000 and prior to the date of this Agreement;





	 	
"Event of Default" has the meaning ascribed to such term in section 4.1;





	 	
“Instruments”
means the Promissory Notes or any other agreement or instrument (whether now
existing, presently arising or created in future) delivered by the Corporation
to the Lenders;





	 	
"Lenders" means Roxborough, Hara and Marsh;





	 	
"Loan" has the meaning ascribed to that term in section 1.1;





	 	
"Maturity Date" has the meaning ascribed to that term in section 1.2;





	 	
“Obligations”
means all principal, interest and other monies now or at any time and from time
to time hereafter owing or payable by the Corporation to the Lenders, whether
direct or indirect, absolute or contingent, matured or not, arising from this
Agreement;





	 	
“Person”
means an individual, partnership, corporation, trust, unincorporated
association, joint venture, governmental agency or other entity;





	 	
"Postponed Obligations" has the meaning ascribed to that term in section 1.5(1);





	 	
"Premises" means any premises owned or occupied by the Corporation or its
Subsidiaries from time to time;





	 	
"Principal Amount" has the meaning ascribed to that term in section 1.1;





	 	
"Request for Advance" has the meaning ascribed to that term in section 1.7;





	 	
“Security”
means any mortgage, charge, hypothec, pledge, assignment, lien, security
interest or other encumbrance, including any sale and repurchase or sale and
lease back arrangement or any other arrangement of similar effect;





	 	
"Senior Indebtedness" means the principal and interest on:





		(a)	
indebtedness for borrowed money that the Corporation may now or hereafter incur
to the extent the Corporation has granted security therefor and to the extent
that the obligation to repay the borrowed money is not itself subordinated to
any third party the effect of which postponement would be that the Postponed
Obligations would be postponed to any such third party to whom the Postponed
Obligations would not otherwise be postponed; and





		(b)	
renewals, extensions, restructurings, refinancings and refundings of any such indebtedness;





	 	
unless
in any of the cases specified in (a) or (b) above it is provided by the terms of
the instrument creating or evidencing such indebtedness that such indebtedness
is not superior in right of payment to this Agreement;





	 	
“Subsidiary”
means a corporation controlled by the Corporation, as the term
“control” is defined in the Canada Business 
Corporations Act as in effect at the date hereof and without reference to
any amendments thereto after the date hereof; and





	 	
“Warrants”
means the non-transferable Common Share purchase warrants to be issued to the
Lenders in connection with the Loans, each of which shall entitle a Lender to
purchase one Common Share (subject to adjustment) at a purchase price of $1.44
per share at any time on or before the relevant expiry date and, in any event,
no later than August 12, 2003.





5.2     Invalidity of any Provisions


        Any
provision of this Agreement or any provisions of any Instrument which is
prohibited by the laws of any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition without invalidating the remaining
terms and provisions hereof or thereof and no such invalidity shall affect the
obligation of the Corporation to repay the Obligations. 


5.3     Amendments


        This
Agreement may only be amended by a written agreement signed by all of the
parties hereto. 


5.4     Interpretation


(1)        “This
Agreement”, “hereto”, “hereby”,
“hereunder”, “herein”, and similar expressions
refer to the whole of this credit agreement and not to any particular Article,
section, or other portion hereof. 


(2)        Number and
Gender. Words importing the singular number only include the plural and
vice versa and words importing gender shall include all genders. 


(3)        Financial
Matters. All financial or accounting determinations, reports and statements
provided for in this Agreement shall be made or prepared in accordance with
generally accepted accounting principles applied in a consistent manner and
shall be made and prepared on a consolidated basis. 


(4)        Headings. The
division of this Agreement into Articles and sections and the insertion of
headings are for convenience of reference only and shall not affect the
construction or interpretation of this Agreement. 


(4)        Schedules.  The
Schedules annexed hereto shall, for all purposes, form an integral part of this Agreement.


(5)        Time of the Essence.
Time is of the essence hereof.


(6)        Inclusion. Where
the word "including" or "includes" is used in this Agreement, it means
"including (or includes) without limitation".


(7)        Generally Accepted
Accounting Principles. Wherever in this Agreement reference is made to
generally accepted accounting principles, such reference shall be deemed to mean
the generally accepted accounting principles from time to time approved by the
American Institute of Certified Public Accountants or the Canadian Institute of
Chartered Accountants, or any successor institute, applicable as at the date on
which a given calculation is made or required to be made in accordance with
generally accepted accounting principles. 


(8)        Dollars. Unless
otherwise indicated, all references in this Agreement to $ or dollars are
references to the legal currency of the United States.


(9)        Governing Law. This
Agreement 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.


ARTICLE 6


GENERAL


6.1     Waiver


        No
act or omission by a Lender in any manner whatever shall extend to or be taken
to affect any provision hereof or any subsequent breach or default or the rights
resulting therefrom save only express waiver in writing. A waiver of default
shall not extend to, or be taken in any manner whatsoever to affect the rights
of a Lender with respect to, any subsequent default, whether similar or not. 


6.2     Other Securities


        The
rights of a Lender hereunder shall not be prejudiced nor shall the liabilities
of the Corporation or of any other Person be reduced in any way by the taking of
any other security of any nature or kind whatsoever either at the time of
execution of this Agreement or at any time hereafter. 


6.3     No Merger or Novation


        Neither
the taking of any judgment nor the exercise of any power of seizure or sale
shall operate to extinguish the liability of the Corporation to pay the moneys
hereby secured nor shall the same operate as a merger of any covenant herein
contained or of any other Obligation, nor shall the acceptance of any payment or
other security constitute or create any novation. 


6.4     Amalgamation


        The
Corporation acknowledges that if it amalgamates with any other corporation or
corporations: 


		(a)	the term, "Corporation",  where used herein shall extend to
and include each of the amalgamating corporations and the amalgamated corporation; and





		(b)	
the term, “Obligations”, where used herein shall extend to and
include the Obligations of each of the amalgamating corporations and the
amalgamated corporation.





6.5     Lender May Remedy Default


        If
the Corporation fails to do anything hereby required to be done by it a Lender
may, but shall not be obliged to, do such thing and all sums thereby expended by
the Lender shall be payable forthwith by the Corporation, but no such
performance by a Lender shall be deemed to relieve the Corporation from any
default hereunder. 


6.6     Notices


        Any
notice, direction or other communication to be given under this Agreement shall
be in writing and given by delivering it or sending it by facsimile or other
similar form of recorded communication addressed: 


	 	(a)	if to the Corporation, at:
	 	 	40 Centre Drive
Orchard Park, New York  14127
	 	 	Attention:    Chief Financial Officer

Facsimile:    (716) 662-0033





	 	(b)	if to Roxborough, at:
	 	 	One First Canadian Place
Suite 6250
Toronto, Ontario  M5X 1C7
	 	 	Attention:    President

Facsimile:    (416) 364-4700





	 	(c)	if to Hara, at:
	 	 	1 Balmoral Avenue
Suite 507
Toronto, Ontario  M4V 3B9
	 	 	Attention:    President
Facsimile:    (416) 513-0865





	 	(d)	if to Marsh, at:
	 	 	Little Harbour 54 Sloop
R.R. #2, Cedar Crest
Port Colborne, Ontario  L3K 5V4
	 	 	Facsimile:    (905) 835-9289





Any such communication
shall be deemed to have been validly and effectively given (i) if personally
delivered, on the date of such delivery if such date is a Business Day and such
delivery was made prior to 4:00 p.m. (Toronto time) and otherwise on the next
Business Day, or (ii) if transmitted by facsimile or similar means of recorded
communication on the Business Day following the date of transmission. Any Party
may change its address for service from time to time by notice given in
accordance with the foregoing and any subsequent notice shall be sent to such
Party at its changed address. 


6.7     Receipt


        The Corporation hereby acknowledges
receipt of a true copy of this Agreement.


6.8     Indemnification


        The
Corporation agrees to indemnify each Lender from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind or nature whatsoever (except by
reason of the gross negligence or wilful misconduct of the Lender or any of its
employees or a material breach by the Lender of any of its covenants contained
herein) which may be imposed on, incurred by, or asserted against the Lender in
connection with this Agreement and arising by reason of any action (including
any action referred to herein) or inaction or omission to do any act legally
required of the Corporation. 


6.9     Successors and Assigns, etc.


        This
Agreement may be assigned by a Lender upon written notice to the Corporation and
the other Lenders. This Agreement and all its provisions shall enure to the
benefit of the Lenders, their respective successors and assigns and shall be
binding upon the Corporation, its successors and assigns. The Lender is the
Person entitled to receive the money payable hereunder and to give a discharge
hereof. Presentment, notice of dishonour, protest and notice of protest hereof
are hereby waived. 


6.10     Counterparts


        This
Agreement may be executed in separate counterparts, each of which when so
executed and delivered shall be deemed to be an original and all of such
counterparts shall together constitute one and the same instrument. Any party
may execute this Agreement by facsimile signature. 


        IN
WITNESS WHEREOF the parties have executed this Agreement as of the date
first above written. 


	 	RADIANT ENERGY CORPORATION


	 	Per:_____________________________


	 	Per:_____________________________







	 	ROXBOROUGH HOLDINGS LIMITED


	 	Per:_____________________________

David A. Williams
President





	 	HARA ENTERPRISES LIMITED


	 	Per:_____________________________

Gregory G. O'Hara
President





	SIGNED, SEALED AND DELIVERED
	)
	     In the presence of:
	)
	 
	)
	 
	)
	 
	)
	____________________________
	)
	Witness
	)
	John M. Marsh
	)





Schedule 1.3


Promissory Note (form of)