ex101.htm


    
       

       

      The
Toronto-Dominion Bank 

      4499
Highway 7

    

    
      Woodbridge,
Ontario

    

    
      L4L9A9

    

    
       

       

      Dear
Sir/Madam:

    

    
       

       

      RE:
Canada Small Business Financial Loan

    

    
          CONFORCE
1 CONTAINER TERMINAL INC. (hereinafter referred to as “The
Borrower")

    

    
       

       

      Further
to Canada Small Business Financial Loan Authorization provided by the Bank in
the name of Borrower dated November 21, 2008 in the amount of $250,000.00,
kindly accept this letter as your authority to advance the CSBFL funds into
business account #5234680, Transit #I890,
in the name of the Borrower and supported by vendor issued invoices representing
the purchase by the Borrower of pre-approved qualifiable assets to be financed
under the Canada Small Business Financial Loan Program.

    

    
       

       

      Subsequent
to the aforementioned fundings taking place as detailed above, please also
accept this letter as your authority to DEBIT business account # 5234680,
Transit # I890, in the name of the Borrower for the sole purpose of making
direct payment by way of Bank Draft on behalf of The Borrower to the vendors
issuing the aforementioned invoices.

    

    
       

      Dated at
Woodbridge this 26 day of November, 2008

    

    
       

       

      CONFORCE
1 CONTAINER TERMINAL INC.

       

      /s/ 
Marino Kulas

       

    


    
      
         


      

      
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              Canada
      Small Business Financing Act Loan

              Credit
    Agreement

            
	     Small Business
      banking	 
	
               

              Date:________________________________

            	 
	 	 
	
              Customer(s)
      Name:

              CONFORCE 1 CONTAINER TERMINAL INC.

            	
              xxxx 
      of Account

              5234680/1890

            
	
              Address
      (Street, City, Towm, Province, Postal Code)

              51 A CALDARI ROAD, UNIT 1M, CONCORD, ON
      L4K4G3

            	 
	
              Customer
      Contact:

              MARINO KULAS 416-234-0266

            	Branch
      Contact: 

              ANGELA SCAUZILLO    905-851-5556

            
	 	 


    

    x Floating
Rate Loan

    
    

     

    
      
        	
                Loan
      Amount:

                $ 250,000.00

              	
                oFloat Principle
      Interest

                xFloat
      Dividend

              	
                Interest
      Rate: TD Prime Rate Plus 

                3.00 % Per
      Annum

              	
                Payments
      of Principal and Interest:

                $  2902.49

              	
                Frequency:

                x Monthly
      

              
	
                First
      Principal Payment Date:

                JAN. 1, 2009

              	
                First
      Interest payment Date:

                 

              	
                Term:

                120 MONTHS

              	
                Term End
      Date:

                JAN. 1, 2019

              	
                Amortization
      Date:

                JAN. 1,  2019

              
	 	 	 	 	 


      

    

    o Fixed Rate
Loan

    
       

      
        	
                Loan
      Amount:

              	
                 

              	
                Interest
      Rate: 

                         
      Per Annum

              	
                Payments
      of Principal and Interest:

                 

              	
                 

              
	
                Frequency:


              	
                First
      payment Date:

                 

              	
                Term:

                 

              	
                Term End
      Date:

                 

              	
                Amortization
      Date:

                 

              
	 	 


      

    

    

      
        Use of
Information - In this section, the words you, your and yours mean the
customer. The words we, us
and our mean the
TD Bank Financial Groups. The word Information means your
personal financial information (except health information). It includes
information provided to us by you, including through [he products and services
you use, and obtained from others with your consent. You agree as
follows:


      

      
         

        How We
Use Information -We may
use Information: to establish and serve you as our customer; to determine
whether any products or services of the TD Bank Financial Group are suitable for
you and offer them to you; or, as required or permitted by law. When you provide
us with your Social Insurance Number, we may use it to keep your Information
separate from that of other customers with a similar name, including Information
obtained through the credit approval process. We may share Information within
the TD Bank Financial Group where permitted by law,


      

      
         

        Collection
and Use of Credit Information - WE MAY OBTAIN INFORMATION ABOUT YOU FROM PARTIES
OUTSIDE THE TD BANK FINANCIAL GROUP, INCLUDING THROUGH A CREDIT CHECK, AND
VERIFY INFORMATION WITH THEM. YOU AUTHORIZE THOSE PARTIES TO GIVE US THE
INFORMATION. WE MAY DISCLOSE INFORMATION TO OTHER LENDERS

      

      
        AND
CREDIT BUREAUS - THIS HELPS ESTABLISH YOUR CREDIT HISTORY AND SUPPORT THE
PROCESS.


      

      
         

        You
may obtain our privacy code - "Protecting Your Privacy " - or review your
options for refusing or withdrawing this consent, including vour option nt! to
be contacted about offers of products or services, by contacting your branch or
calling us at 1-366-567-8888.


      

      
         

        *The
TD Bank Financial Group means The Toronto-Dominion Bank and its subsidiaries and
affiliates, who provide deposit, investment.

      

      
        loan,
securities, trust, insurance and  other products or
services.


      

      
         

        Your
Agreement


      

      
         

        By
signing below you agree to be bound by the terms and conditions of the Canada
Small  Business Financing Act Loan - Credit Agreement above and on the
reverse.


      

    

    
      CONFORCE 1 CONTAINER TERMINAL INC.

    

    /s/ Marino Kulas

    
      
         


      

      
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      Definitions. In this Agreement the
capitalized terms used shall have the meaning ascribed to them on the front of
this Agreement. Other capitalized terms mean: "Loan" means the Loan
described on the front of this Agreement, and all amounts outstanding under the
Loan including, without limitation, all principal, interest, and any costs and
expenses incurred in connection with the Loan "TD Prime Rate" means the
annual interest rate established by the Bank from time to time as the reference
rate of interest for the determination of interest rates the Bank
charges to customers of varying degrees of creditworthiness in Canada for
Canadian dollar loans made by the Bank in Canada "You" and "Your" and "Yours" means the customer(s) named
on the front of this Agreement The "Bank" means
"The Toronto-Dominion Bank and its successors and
assigns


    

    
       

      Repayment of
Loan (i)
Fixed Rate Loans: You
will repay The Loan at the Frequency and in the Payments of Principal and
Interest commencing on the First Payrnent Date until the Term End Date when the
balance, if any, of the Loan shall be paid, (ii) Floating Rate
Loans:


    

    
       

      For Float
Proposal + Interest, you will repay the principal of the Loan at the Frequency
and in the Minimum Principal Payment commencing on The First Principal Payment
Date until the Term End Date when the balance, if any, of the Loan shall be paid Interest
must be paid monthly commencing on the first Interest Payment
date.


    

    
       

      For Float
Blended, you will repay the principal and interest of the Loan at
The Frequency and in the Payments of Principal and interest commencing on
the First Principal and Interest Dates until the Term End Date when the balance,
if any, of the Loan shall be paid. If the TD Prime Rate at any time
increases above the TD Prime Rate in effect at any time, we may
increase the Payments of Principal and Interest without prior nonce to you. but
we will give you notice of such increase thereafter. if we do not increase the
Payments of Principal and Interest, you will he required to continue to make
such payments at the Frequency until the Loan Amount and accrued interest
thereon  have been paid in full. If this results in the
Loan not being paid in full
by the Amortization Date, you will at such time, without demand by us,
pay us such Loan in full. If the TD Prime Rate at any time decreases below the
TD Prime Rate in effect at any tune, the Payments of Principal and Interest will
continue to be payable unless you request in writing that we decrease such
payments to reflect such lower TD Prime Rate.


    

    
       

      Multiple
Advances. If the loan is to be advanced in
stages, notwithstanding the provisions of Repayment of Loan above and the First
Principal Payment Date or First Payment Date set out an page 1 hereof,
repayment of the principal of the Loan will commence on the earlier of (i)
thirty (30) days after the final advance is made or (ii) one hundred and eighty
(180) days after the first advance is made.


    

    
       

      If the
Floating Rate Loan is to be advanced in stages, and. after the final advance,
the actual Loan Amount advanced is different than as shown on the front,
the Bank may send you a written notice setting out changes to the amount of the
Payments of Principal and Interest or Minimum Principal Payments. First
Principal Payment Date, First Interest Payment Date or Term End Date so that the
actual loan Amount is repaid over equal installments during the Term taking into
consideration the actual Loan amount and the date of the final advance. The Bank
may require that any advance be not less than a minimum amount as specified by
the Bank. You may repay all amounts outstanding under the Loan within 10 days
after you are deemed to receive The written notice. If you do repay the Bank in
full you will be deemed to accept the change and the Bank will maintain the Loan
according to the revised terms and conditions described in the
notice


    

    
       

      Payment of
Invoices. You
acknowledge and agree that the Bank will fund the payment of invoices or
portions thereof which relate solely to eligible assets under the Canada
Small Business Financing Loan Act program and that The Bank will debit
any of your accounts with the Bank for any ineligible invoice or portion
thereof. You authorize the Bank to pay the full remaining balance due on any
invoice by issuing a draft payable to the issuer of the
invoice. You also authorize the Bank to debit any of your accounts with the Bank
for the portion of the purchase price not financed by the
Loan.


    

    
       

      The Interest
Rate. You will
pay interest on the Loan at the applicable interest rate set out on the front of
this Agreement as follows; in the case of a Fixed Rate Loan on the First Payment
Date and at the Frequency, and in the case of a Floating Rate Loan, on a monthly
basis commencing on the First Interest Payment Date.

      
        
          
          

        

        
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      Compounded and
Payable Monthly. Interest on the Loan is
calculated daily and compounded monthly not in advance at the applicable
interest rate set out on the front of this Agreement.

    

    
       

      How Interest Is
Calculated And Payable.
The Bank calculates interest on the basis of a 365/366 day year. Interest
will continue to be payable by you both before and after (i) maturity, (ii) the
Bank demands payment in full, (iii) a default on this Agreement, and/or (iv) a
judgment is rendered against you.

    

    
       

      Prepayment of
Loans. Floating
Rate loans may be prepaid at any time without penalty. The following applies
only to the Fixed Rate Loans. During each one year period. (“Year”), commencing
on the date of the first advance under the Loan, you may, on
the anniversary of the date of the first advance under The Loan,
("Anniversary"), prepay an aggregate amount not exceeding 10% of the Loan Amount
without penalty, provided that an Event of Default has not occurred. This
privilege is not cumulative from Year to Year. On the Anniversary, you may
prepay more than 10% of The Loan Amounts(The "Excess") upon payment of an amount
equal to the greater of: (i) three months interest on the Excess at the interest
rate chargeable hereunder, and (ii) the amount, if any, by which (a) the net
present value of the of the Excess or the remained of the term calculated at the
Date of prepayment and discounted at the Bank of Canada Rate as of that date
exceeds (b) the net present value, calculated and discounted at the Bank of
Canada Rate as of the date of the prepayment, of a loan for the Excess if it
were made on that Date for the remainder of The Term. You may, at any time other
than on the Anniversary, prepay the whole or any part of The Loan Amount upon
payment of an amount equal to the greater of: (i) three months interest on the
amount prepaid at the interest rate chargeable hereunder, and (ii) the amount,
if any, by which (a) the net present value of the amount prepaid for the
remainder of the Term calculated at the date of prepayment
and discounted at the Bank of Canada Rate as of that Date exceeds (b) the net
present value, calculated and discounted at the Bank of Canada Rate as of the
date of prepayment, of a Loan for the amount prepaid if it were made on that
date for the remainder of The Term (The "Prepayment Charge")

    

    
       

      Renewal of Term
Loan, Prior to
the Term End Date, the Bank may give you notice of the renewal options (the
"Renewal Agreement"), if any. Available for each subsequent period, (“Subsequent
Period”) You shall confirm to the Bank your agreement to renew (by signing
and returning the Renewal Agreement) on or before the first day of each
Subsequent Period (the "Renewal Date"). If you do not sign and return the
Renewal Agreement this Loan will be deemed to be renewed for a Subsequent Period of
one (1) year at the interest Rate determined by the Bank. This
Agreement shall apply during each Subsequent Period except as amended by the
Renewal Agreement.

    

    
      


      Payments The Bank may apply your
payments to any part of The loan as it sees fit. If any payment due Date fails
on a Date which is a Saturday, Sunday or Bank holiday, any payment
scheduled for that date will not be applied until the business day first
following that date. The Bank may debit any account you maintain with the Bank
any amount owed by you under the Agreement.

    

    
       

      Default. The Bank may require you to
repay the Loan, (and an amount equal to the Prepayment Charge), upon The
occurrence of any one of the following events of default ("Event of Default"):
(i) you default in paying any amount due hereunder, (ii) you or any guarantor of
the Loan (a "Guarantor") default in paying any other creditor or any other
loan to the Bank, (iii) you or a Guarantor fail to comply with any of
provisions of this Agreement or any other agreement (including a security
agreement to which you or a Guarantor are a
party, (iv) you or a Guarantor make any false misleading representation to the
Bank, (v) you or a Guarantor fail to provide any security or guarantee
requested by the Bank, (vi) you or a Guarantor commit an act of bankruptcy or
become insolvent, (vii) a receiver is appointed for your business or any part of
your property, (viii) any other event occurs which causes the Bank to
deem itself insecure or to believe that the prospect of payment by you or a
Guarantor or the performance of any obligation to the Bank is or is about
to be impaired,(ix) the Bank believes that there has
occurred a material adverse change in the creditworthiness, assets, business, or
financial condition of you or a Guarantor, or (x) The Bank believes that the
value of any security for the Loan has declined, or is likely to
decline.

    

    
      


      
        
          
          

        

        
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      Non
Waiver, Any
failure by the Bank to object to or take action with respect to a breach of this
Agreement or any security or upon the occurrence of an Event of Default
shall not constitute a waiver of the Bank's right to take action at a later date
based on that breach or Event of Default. No course of conduct by the Bank will
give rise to any reasonable expectation which is in any way inconsistent
with The terms and conditions of this Agreement and the security or
the Bank's rights thereunder which can only be amended with the express written
consent of the Bank.

    

    
       

      Cost &
Expenses. You
will pay the Bank on demand all of the Bank's costs and expenses including the
few and charges of legal counsel, on a solicitor client basis and notarial
fees), relating to enforcing the loan, and taking, enforcing and
realizing on the security provided for the Loan.

    

    
       

      Positive
Covenants, In addition to all
of your other obligations in this Agreement you will (i) pay all
amounts outstanding to the Bank when due or demanded, (ii)
maintain your existence as a corporation, partnership or sole
proprietorship, as the case may be, and keep all material agreements, rights,
franchises, licenses, operations, contracts or other arrangements in full
force and effect, (iii) pay all taxes, (iv) maintain your property, plant
and equipment in good repair and working condition (v) continue to carry on
the business now being carried on by you, (vi) maintain adequate insurance
on all of your assets, undertakings, and business risks, and (vii) permit
the Bank and its authorized representatives full access to your
premises, business, financial and computer records and allow the
duplication or extraction of pertinent information therefrom.

    

    
       

      Negative
Covenants. You
will not: (i) create, incur, assume, or suffer to exist, any mortgage, deed of
trust, pledge, lien, security interest, assignment, charge, or encumbrance
(including without limitation, any conditional sale, or other
title retention agreement, or finance lease) of any nature, upon or with
respect to any of your property, now owned or hereafter acquired. (ii) merge or
amalgamate with any other entity or permit any change of ownership or
change your capital structure, (iii) sell, lease, assign, or otherwise dispose
of all or substantially all of your assets

    

    
       

      Agreement to
Provide Information and Security. You will provide, or cause
to be provided, whatever information the Bank may request from time to time. You
will provide, or cause to be provided, any security or guarantees required by
the Bank from time to time. You will keep the Bank advised of your current
address. You authorize the Bank to attach one or more schedules to any and all
security agreements provided to the Bank to enable the Bank to more specifically
describe the assets secured by the security agreement,

    

    
       

      Environmental. You represent, warrant
and covenant (which representation, warranty and covenant shall continue
each day hereafter) that your property and your business is being operated
in compliance with applicable environmental, health and safety laws and
regulations and that there are no judicial or administrative proceedings in
respect thereto.

    

    
       

      You
shall, when asked by the Bank, at your expense, obtain and provide to the
Bank an appraisal, environmental audit or inspection report of any of your
property from appraisers, auditors or inspectors acceptable to the
Bank.

    

    
       

      You will
defend, indemnify and hold harmless the Bank, its officers, directors,
employees, agents and shareholders, against all loss, costs, claims, damages and
expenses (including legal, audit and inspection expenses) which may be suffered
incurred in connection with the breach of this environmental representation,
warranty and covenant and against environmental damage occasioned by your
activities or contamination of or from any of your
property.

    

    
      


      
        
          
          

        

        
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      Books and
Records. You agree that the
Bank's books and records are evidence of the amount of principal and interest
outstanding under the Loan and of all other amounts owed by
you.

    

    
       

      Method of
Communication To
You, The
Bank may communicate with you by ordinary, uninsured mail or other means,
including hand delivery or facsimile transmission. Mailed information is deemed
to be received by you five days after mailing. Delivered information is deemed
to be received when delivered or left at your address. Messages sent by
facsimile are deemed to be received when the Bank receives a fax
confirmation.

    

    
       

      Who Is
Bound By This
Agreement. This
Agreement shall be binding on and enured to the benefit of the Bank and its
successors and assigns. It shall also be binding on you, your heirs, your
successors and personal representatives - including executors and
administrators. You must obtain our written consent to assign this
Agreement another person. The Bank may assign this Agreement without notice to
you and without your consent.

    

    
       

      Joint and
Several. You are
jointly and severally (which means individually and collectively) liable to the
Bank (and in Quebec you are solidarily liable to the Bank for the loan with
each other person who is liable for the Loan.

    

    
       

      The
Law That
Applies. This Agreement shall be
governed by the law of the Province in which The Branch of Account named on
the front of this Agreement is situated. If any provision in this Agreement is
contrary to applicable- law, the Agreement shall continue in force with
such amendments  as may be required by law

    

    
       

      APPLICABLE IN PROVINCE OF QUEBEC ONLY: It is the
express wish of the parties that this Agreement and any directly or indirectly
related documents be drawn up in English.

    



    
      
         


      

      
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