Forbearance Agreement - Red Brook Developments Ltd., Visual Bible International Inc. and Visual Bible International (Canada) Inc. and The Book of John Inc.
Execution Copy
FORBEARANCE AGREEMENT
THIS AGREEMENT made as of the 19th day of February, 2004.
B E T W E E N:
RED BROOK DEVELOPMENTS LIMITED, on its own behalf and on behalf of
certain debentureholders ("Red Brook")
- and -
VISUAL BIBLE INTERNATIONAL, INC. ("Visual Bible")
- and
VISUAL BIBLE INTERNATIONAL (CANADA) INC.
THE BOOK OF JOHN, INC.
(collectively, the "Guarantors")
WHEREAS:
1. Visual Bible is indebted to the Debentureholders pursuant to the
Debentures;
2. to secure the indebtedness, liabilities and obligations owing to
the Debentureholders under the Debentures, Visual Bible granted a
security interest in its assets to Red Brook and to the
Debentureholders pursuant to the Debenture Security;
3. the Guarantors have executed and delivered to and in favour of
the Debentureholders the Guarantees listed in Schedule "E" hereto;
4. to secure the indebtedness, liabilities and obligations owing to
the Debentureholders under the Guarantees, each of the Guarantors
granted a security interest in their respective assets to the
Debentureholders pursuant to the Guarantor Security;
5. Red Brook, on its own behalf and on behalf of the
Debentureholders, has expressed concern to Visual Bible and as a
result, on January 23, 2004 and January 28, 2004 made demand for
repayment of a portion of the indebtedness, liabilities and
obligations owing to Debentureholders;
6. Red Brook, on its own behalf and on behalf of the
Debentureholders, by a letter dated February 4, 2004 agreed to defer
certain payments owing to them under the Debentures until February
15, 2004 (the "Deferred Payments");
7. Visual Bible has requested that the Debentureholders further
forebear from exercising their rights and remedies under the
Debentures, the Debenture Security, the Guarantees and the Guarantor
Security so as to permit Visual Bible an opportunity to restructure
its business and affairs in accordance with the terms and provisions
set forth in this Agreement; and
8. as an inducement to Red Brook and the Debentureholders to so
forebear, Visual Bible and the Guarantors have agreed to enter into
this Agreement.
NOW THEREFORE in consideration of the acknowledgements,
confirmations, covenants and agreements contained herein, and other
good and valuable consideration (the receipt and sufficiency of
which are hereby acknowledged by each of the Parties hereto), each
of the Parties hereto hereby agrees as follows:
ARTICLE 1
INTERPRETATION
1.1 Definitions: Unless otherwise specifically defined in this
Agreement, all capitalized terms used in this Agreement shall have
the meanings ascribed to them in the Debentures. The following
terms shall have the following meanings:
(a) "Additional Security" has the meaning set out in Section 6.1(a)
hereof;
(b) "Canadian Unit A Debenture Security" has the meaning set out in
Schedule "D" hereto;
(c) "Canadian Unit B Debenture Security" has the meaning set out in
Schedule "D" hereto;
(d) "Deferred Payments" has the meaning set out in the recitals
hereto;
(e) "Debentures" means, collectively, those agreements executed by
Visual Bible listed in Schedule "B" hereto;
(f) "Debentureholders" means, collectively, those entities listed on
Schedule "C" hereto, each of which has been issued one more
Debentures by Visual Bible;
(g) "Debenture Security" means, collectively, those security
agreements executed by Visual Bible listed in Schedule "D" hereto;
(h) "Documents" means, collectively, the Debentures, the Debenture
Security, the Guarantees and the Guarantor Security;
(i) "Event of Default" means the occurrence of any one or more of
the events set forth in Section 8.1 hereof;
(j) "Forbearance Amount" means an amount equal to the lesser of:
(i) sixty six percent (66%) of the Payments currently due by Visual
Bible to the Debentureholders pursuant to the terms of the
Debentures from the Unit Retained Portion and the B Unit Repayment
Proceeds, as the case may be, for sales of the DVD Units from and
including January 28, 2004 and for the months of February, 2004 and
March, 2004, excluding the Deferred Payments, or
(ii) US $250,000;
(k) "Forbearance Termination Date" has the meaning set out in
Section 5.1 hereof;
(l) "Guarantees" means, collectively, those guarantees executed by
the Guarantors listed on Schedule "E" hereto;
(m) "Guarantor Security" means, collectively, the security
agreements executed by the Guarantors listed on Schedule "F" hereto;
(n) "Indebtedness" means all amounts owing by Visual Bible to the
Debentureholders under the Documents, including the Forbearance Amount;
(o) "New Century" has the meaning set out in Section 6.2(a) hereof;
(p) "Parties" means any one or more of the parties referred to in
this Agreement, as the context may require;
(q) "Releasees" has the meaning set out in Section 4.1 hereto;
(r) "Security" means, collectively, the Debenture Security and the
Guarantor Security together with the Additional Security;
(s) "US Unit A Debenture Security" has the meaning set out in
Schedule "D" hereto; and
(t) "US Unit B Debenture Security" has the meaning set out in
Schedule "D" hereto.
ARTICLE 2
INDEBTEDNESS
2.1 Acknowledgement of Indebtedness: Visual Bible acknowledges that
as at February 19, 2004, Visual Bible is indebted to the
Debentureholders in the amounts set forth in Schedule "A" hereto.
2.2 Interest: Interest on the amounts set forth in section 2.1
above, as well as all costs, fees and other monies incurred by Red
Brook in connection with the collection of the Indebtedness,
enforcement of the Security, and the disbursements and reasonable
legal fees incurred by Red Brook on a solicitor and client basis in
connection with all of the same (as contemplated by the Documents)
and as a result of an Event of Default occurring hereunder, shall be
added to and are deemed to form part of the Indebtedness.
ARTICLE 3
ACKNOWLEDGEMENTS
3.1 Acknowledgements by Visual Bible: Visual Bible confirms and
acknowledges to Red Brook, on its own behalf and on behalf of the
Debentureholders, that:
(a) the recitals herein are true and correct in every respect;
(b) Visual Bible is in default of its obligations to the
Debentureholders under the terms of the Debentures and the Debenture
Security, as the case may be;
(c) Red Brook, on its own behalf and on behalf of the
Debentureholders, has no obligation to grant the indulgence and
forbearance provided for herein;
(d) the Indebtedness is due and owing to the Debentureholders;
(e) Visual Bible has no right or claim of setoff or any similar
right or claim against the Debentureholders in connection with the
Indebtedness; and
(f) all of the terms of the Debenture Security are, and any other
security delivered by Visual Bible and/or the Guarantors or any
other person or entity to the Debentureholders to secure the
Indebtedness, and any other liabilities and obligations owing to the
Debentureholders after the date hereof will be, in full force and
effect, constitute legal, valid and binding obligations of Visual
Bible or such other person or entity, as applicable, enforceable
against such person, and Visual Bible.
3.2 Acknowledgements by the Guarantors: The Guarantors hereby
confirm and acknowledge to Red Brook, on its own behalf and on
behalf of the Debentureholders, that:
(a) the recitals herein are true and correct in every respect;
(b) the Indebtedness is due and owing to the Debentureholders by
Visual Bible;
(c) the Guarantors have no right or claim of setoff or any similar
right or claim against the Debentureholders in connection with the
amounts that may be owing by them under the Guarantees;
(d) all of the terms of the Guarantor Security constitute legal,
valid and binding obligations of the Guarantors and/or such other
person or entity, as applicable, enforceable against each of them;
(e) there is no dispute respecting the liability of the Guarantors
in connection with the Indebtedness and the obligations of the
Guarantors to repay the Indebtedness according to the provisions of
the Guarantees;
(f) the Guarantees delivered by the Guarantors are in full force and
effect, constitute legal, valid and binding obligations of the
Guarantors, enforceable against the Guarantors; and
(g) the Guarantors consent to Visual Bible entering into this
Agreement and acknowledge the terms and conditions relating to the
repayment of the Indebtedness as set forth herein.
ARTICLE 4
WAIVER
4.1 No Challenge. Visual Bible and the Guarantors hereby
acknowledge and agree:
(a) not to challenge, attack or contest the legal, valid, binding
and enforceable nature of this Agreement, the Documents or the
security interests and the liens granted thereunder; and
(b) that nothing contained herein in any way will impair or limit
the validity, priority or extent of the Security.
ARTICLE 5
FORBEARANCE
5.1 Forbearance Period. On and subject to the express terms and
conditions of this Agreement, Red Brook, on its own behalf and on
behalf of the Debentureholders, agrees to forbear from taking any
steps to enforce all of the rights and remedies available to Red
Brook and the Debentureholders under any of the Documents, this
Agreement, at law or in equity in order to collect and enforce
payment of the Forbearance Amount until 12:00 noon on March 5, 2004
(the "Forbearance Termination Date") or until an Event of Default
occurs, whichever is earlier. If on the Forbearance Termination
Date, all the terms of this Agreement have been met, this Agreement
shall automatically terminate. For greater certainty, all Payments
currently due by Visual Bible to the Debentureholders pursuant to
the terms of the Debentures that do not form part of the Forbearance
Amount shall be paid to the Debentureholders in accordance with the
terms of the Debentures.
ARTICLE 6
ADDITIONAL SECURITY
6.1 Additional Security: In consideration of the execution of this
Agreement, the Debentureholders agreeing to accept the Deferred
Payments on February 15, 2004, and the forbearance and indulgence
granted hereunder:
(a) Visual Bible hereby grants a security interest (the "Additional
Security") to the Debentureholders in Visual Bible's right, title
and interest in the agreements listed on Schedule "G" hereto, which
Additional Security shall survive the termination of this Agreement;
(b) Section 4.3(c) of the US Unit A Debenture Security and the last
sentence of Section 2 of the Canadian Unit A Debenture Security
beginning with the words "The Security Interest" are hereby deleted
and replaced with the following:
(i) The Security Interest (as defined in the US Unit A Debenture
Security and the Canadian Unit A Debenture Security) shall upon
completion of all required filings and registrations rank pari passu
with only those security interests granted by Visual Bible to secure
advances made by Film Finances Inc. for production and pre-launch
marketing credit facilities, provided that the principal amount of
such credit facilities shall not exceed U.S. $600,000 and the
Security Interest shall rank prior to all other security interests
granted by Visual Bible in the Collateral (as defined in the US Unit
A Debenture Security and the Canadian Unit A Debenture Security);
(c) Section 4.3(c) of the US Unit B Debenture Security and the last
sentence of Section 2 of the Canadian Unit B Debenture Security
beginning with the words "The B Unit Security Interest" are hereby
deleted in their entirety; and
(d) all provisions in any of the Debentures dealing with priority of
rights as between lenders to Visual Bible for advances made by
persons providing production and pre-launch marketing credit
facilities are hereby deleted in their entirety.
6.2 Acknowledgements Regarding Security: In consideration of the
execution of this Agreement, the Debentureholders agreeing to
accept the Deferred Payments on February 15, 2004 and the
forbearance and indulgence granted hereunder, Visual Bible and the
Guarantors hereby acknowledge and confirm that:
(a) New Century Investment Holdings Ltd. ("New Century") and Stanley
Nashen are Debentureholders;
(b) Debentures were issued by Visual Bible to New Century and
Stanley Nashen;
(c) as security for the obligations owing to New Century and Stanley
Nashen, Visual Bible intended to grant a charge and security
interest in its assets as it granted to all of the other
Debentureholders under the Debenture Security;
(d) the Guarantors intended to guarantee the obligations owing to
New Century by Visual Bible in the same manner as they guaranteed
the obligations owing to all of the Debentureholders under the
Guarantees, as the case may be, and as security therefor intended to
grant a charge and security interest in their respective assets to
New Century as they granted to all of the other Debentureholders
under the Guarantee Security;
(e) through inadvertence, New Century was not named as lender under
the Debenture Security, the Guarantees and the Guarantor Security
and Stanley Nashen was not named as a lender under the Canadian Unit
A Debenture Security;
(f) the Debenture Security, Guarantees and Guarantor Security are
hereby amended to add New Century as a lender thereto and the
Canadian Unit A Debenture Security is hereby amended to add Stanley
Nashen as a lender thereto, in each case, entitled to the same
benefits as the other lenders thereto, which amendments shall
survive the termination of this Agreement.
ARTICLE 7
REPRESENTATIONS AND WARRANTIES
7.1 Representations and Warranties: Each of Visual Bible and the
Guarantors represent and warrant to and in favour of Red Brook, on
its own behalf and on behalf of the Debentureholders, and
acknowledge that Red Brook, on its own behalf and on behalf of the
Debentureholders, is relying upon such representations and
warranties in entering into this Agreement as follows:
(a) Visual Bible and the Guarantors are each duly incorporated,
organized and subsisting under the laws of their respective
jurisdictions of incorporation;
(b) the execution, delivery and performance of this Agreement by
Visual Bible and the Guarantors and the performance of its
obligations hereunder:
(i) has been duly authorized by all necessary corporate actions;
(ii) does not conflict with or result in a breach or violation of or
constitute a default under;
(A) the constating documents or by-laws of Visual Bible and the
Guarantors;
(B) any law, rule, regulation, order, judgment, writ, injunction or
decree applicable to Visual Bible and the Guarantors; and
(C) any commitment, agreement or other instrument to which Visual
Bible and the Guarantors is now a party or otherwise bound; and
(c) all remittances owing by Visual Bible and the Guarantors to the
federal and provincial governments and agencies, including, without
limitation, in respect of provincial sales tax and source deductions
are current and in good standing.
7.2 Non-Merger: The representations and warranties set forth herein
shall survive the execution and delivery of this Agreement, and
shall continue in full force and effect until the repayment of the
Indebtedness in full.
ARTICLE 8
DEFAULT
8.1 Events of Default: Each of the following events shall
constitute an Event of Default under this Agreement:
(a) Visual Bible fails to pay to the Debentureholders, any of the
payments provided for in Section 5.1 of this Agreement;
(b) any other default or failure in the observance or performance of
any other payment or other covenant, obligation or agreement
contained herein or under the Documents, existing after the date
hereof, save only as may be amended or modified hereby;
(c) any material representation, warranty or statement contained
herein which is or proves to be untrue or incorrect;
(d) either of Visual Bible or any of the Guarantors commits or
threatens to commit any act of bankruptcy or any action is taken by
Visual Bible or any of the Guarantors to institute proceedings to be
adjudicated a bankrupt or insolvent or Visual Bible or any of the
Guarantors consents to the institution of bankruptcy or insolvency
proceedings (unless such proceedings are instituted by or at the
request of Red Brook or the Debentureholders) or Visual Bible or any
of the Guarantors makes any assignment or proposal in bankruptcy or
gives notice of an intention to do so or a bankruptcy petition is
filed or presented against Visual Bible or any of the Guarantors
under the Bankruptcy and Insolvency Act (Canada), the Companies'
Creditors Arrangement Act (Canada) or under any other bankruptcy,
insolvency or analogous statute or law;
(e) an execution, seizure, distress or any other process becomes
enforceable against Visual Bible or any of the Guarantors or upon
any property and assets of Visual Bible or any of the Guarantors;
(f) either of the Visual Bible and the Guarantors grants to or for
the benefit of any present or future creditor any form of security
in order to secure any obligations or liabilities owing or that may
be owing to such creditor, without the prior written consent of Red
Brook or the Debentureholders, save and except for the Additional
Security;
(g) either Visual Bible or any of the Guarantors sells, assigns,
transfers, gifts, mortgages, disposes of or otherwise alienates any
of their respective property or assets at any time from the date
hereof to or for the benefit of any person, other than in the
ordinary course of business without the prior written consent of Red
Brook or the Debentureholders;
(h) there occurs, in the sole judgement of Red Brook, any material
adverse change in the financial condition or prospects of Visual
Bible or any of the Guarantors; or
(i) a receiver, receiver and manager, agent, liquidator or other
similar administrator be appointed in respect of the property,
assets and undertaking of Visual Bible or any of the Guarantors, or
any material part thereof, or the taking by a secured party, lien
claimant, other encumbrancer, judgment creditor or a person
asserting similar rights of possession of the any of the property,
assets and undertaking of Visual Bible or any of the Guarantors, or
any part thereof.
ARTICLE 9
REMEDIES ON DEFAULT
9.1 Remedies. Upon the occurrence of an Event of Default and
notwithstanding any provision in the Documents to the contrary, Red
Brook, on its own behalf and on behalf of the Debentureholders,
shall have the immediate right, without further notice or demand,
and with the consent of any of Visual Bible and the Guarantors
hereby granted, to enforce all its rights and remedies under any of
the Documents, at law or in equity without restriction or hindrance.
9.2 Consents. Without limiting the generality of Section 9.1, for
greater certainty, upon the occurrence of an Event of Default, each
of Visual Bible and the Guarantors shall be deemed to have
irrevocably consented to an immediate enforcement of Red Brook's
rights under this Agreement or the Documents (notwithstanding any
provision in the Documents to the contrary), including, without
limitation, the immediate appointment of a receiver or receiver and
manager of the property, assets and undertaking of either Visual
Bible or any of the Guarantors pursuant to the Security, or any
instrument, or by order of the Court.
ARTICLE 10
GENERAL
10.1 Schedules: All Schedules attached hereto form an integral part
of this Agreement.
10.2 Severability: If any provision of this Agreement is found by a
court of competent jurisdiction to be invalid or unenforceable, the
remaining provisions of this Agreement shall not be affected thereby
and shall remain valid and enforceable.
10.3 Successors and Assigns. This Agreement shall ensure to the
benefit of and be binding upon and enforceable by the parties hereto
and their respective successors, assigns, and other legal
representatives; provided, however, that Visual Bible and the
Guarantors may not assign this Agreement or any benefit hereunder
without the prior written consent of Red Brook, which may be
unreasonably or arbitrarily withheld. For greater certainty, Red
Brook may assign this Agreement or any of its rights hereunder at
any time or times to any person or persons without notice to or the
consent of Visual Bible or any of the Guarantors.
10.4 Notices. All notices between the parties shall be in writing.
Notices delivered personally or by telecopier shall be deemed
received on the same business day if delivered personally or by
telecopier before 3:00 p.m. on such day, and otherwise on the next
business day. Notices deposited with an overnight courier service
prior to its deadline on any business day shall be deemed received
on the following business day.
All notices to the Visual Bible and the Guarantors shall be
given to:
Visual Bible International, Inc.
1235 Bay Street
Suite 300
Toronto, ON
M5R 3K4
Attention: Maurice Colson
Fax Number: (416) 921-9951
All notices to Red Brook shall be given to:
Red Brook Developments Limited
250 Lesmill Road
Don Mills, ON
M3B 2T5
Attention: Elly Reisman
Fax Number: (416) 449-6438
with a copy to:
Soho Financial, a division of 10612569 Ontario Limited
156 Duncan Mill Road
Suite 12
Don Mills, ON
M3B 3N2
Attention: Ed Rosenblat
Fax Number: (416) 449-9887
10.5 Further Assurances. Each of the parties hereto agrees to
execute and deliver or cause to be executed and delivered all such
instruments and to take all such action as the other party may
reasonably request in order to effectuate the intent and purposes of
and to carry out the terms of this Agreement.
10.6 Financing Statements. Visual Bible hereby specifically
authorizes and directs Red Brook, on its own behalf and on behalf of
the Debetureholders, to file any financing statements, financing
change statements or amendments thereto naming Visual Bible, as the
debtor, and describing the collateral as "all personal property of
Visual Bible" or "all assets of Visual Bible" or words of similar
effect in such jurisdictions and in such filing offices as Red Brook
may deem necessary or desirable to perfect the security interest
granted to it hereunder or under the Documents.
10.7 Voluntary. Visual Bible and the Guarantors hereby warrant
that the terms of this Agreement are fully understood by them and
that this Agreement is made voluntarily, for the purpose of making
compromise and adjustment of the Forbearance Amount.
10.8 Amendments. No amendment of any provision of this Agreement
shall be effective unless it is in writing and signed by Visual
Bible and each of the Guarantors and Red Brook, and no waiver of any
provision of this Agreement nor consent to any departure by Visual
Bible and the Guarantors therefrom shall be effective unless it is
in writing and signed by Red Brook, and then such waiver or consent
shall be effective only in the specific instance and for the
specific purpose for which given.
10.9 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the Province of Ontario and
the federal laws of Canada applicable therein.
10.10 Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed shall be deemed to be
an original and such counterparts together shall constitute one and
the same agreement. Counterparts may be executed in original or
facsimile form and the parties may adopt any signatures received by
a facsimile machine as original signatures of the parties.
10.11 Captions and Headings. The captions and headings preceding
the text of the sections or subsections of this Agreement are
inserted for convenience only and shall not constitute a part of
this Agreement, nor shall they in any way affect its meaning,
construction or effect.
10.12 Time of the Essence. Time shall be of the essence of this
Agreement in all respects.
10.13 Gender, Number etc.: In this Agreement, words importing the
singular number only shall include the plural and vice versa, words
importing gender shall include all genders and words importing
persons shall include individuals, corporations, partnerships,
associations, trusts, unincorporated organizations, governmental
bodies and other legal or business entities.
[signatures follow on the next page]
IN WITNESS WHEREOF the Parties hereto have duly executed this
Agreement as the date first set out above.
RED BROOK DEVELOPMENTS LIMITED, on its own behalf and on behalf of
the Debentureholders
By:
Name: Elly Reisman
Title: President
By:
Name:
Title:
VISUAL BIBLE INTERNATIONAL, INC.
By:
Name: Maurice Colson
Title: Chief Executive Officer
By:
Name:
Title:
VISUAL BIBLE INTERNATIONAL (CANADA) INC.
By:
Name: Maurice Colson
Title: Chief Executive Officer
By:
Name:
Title:
THE BOOK OF JOHN, INC.
By:
Name:
Title:
By:
Name:
Title:
<PAGE>
SCHEDULE A
INDEBTEDNESS
Indebtedness
1. US$ 15,033,645 due by Visual Bible to the Debentureholders
under the Debentures, plus interest and any royalties due
thereunder, less any amounts received by the Debentureholders to date.
<PAGE>
SCHEDULE B
DEBENTURES AND ADDENDA THERETO
1. Visual Bible International, Inc. Debentures to Red Brook
Developments Limited, Ruth Reisman Limited, Augusta Holding Inc.,
Art Kleinstein, Beverly Reisman, Zivojin Maznic, Ronald Prosserman
and George Steels each dated December 24, 2002.
2. Visual Bible International, Inc. Subsequent Funding Debentures to
AGF Growth Equity Fund, GWL Growth Equity Fund, London Life Growth
Equity Fund, IG AGF Diversified Growth Fund and IG AG Diversified
Growth Class each dated December 24, 2002; Visual Bible
International, Inc. Subsequent Funding Debenture to Stanley Nashen,
dated January 23, 2003; and Visual Bible International, Inc.
Subsequent Funding Debenture to Patrick McDougal, dated February 6,
2003.
3. Addendum to the Debentures among Visual Bible International,
Inc., Red Brook Developments Limited, Ruth Reisman Limited, Augusta
Holding Inc., Art Kleinstein, Beverly Reisman, Zivojin Maznic,
Ronald Prosserman, George Steels, Stan Nashen, AGF Growth Equity
Fund, GWL Growth Equity Fund, London Life Growth Equity Fund, IG AGF
Diversified Growth Class, IG AGF Diversified Growth Fund and Patrick
McDougall, acknowledged and agreed to by The Book of John, Inc.,
dated as of February 17, 2003
4. Second Addendum to the Debentures among Visual Bible
International, Inc., Red Brook Developments Limited, Ruth Reisman
Limited, Augusta Holding Inc., Art Kleinstein, Beverly Reisman,
Zivojin Maznic, Ronald Prosserman, George Steels, Stan Nashen, AGF
Growth Equity Fund, GWL Growth Equity Fund, London Life Growth
Equity Fund, IG AGF Diversified Growth Class, IG AGF Diversified
Growth Fund and Patrick McDougall, acknowledged and agreed to by The
Book of John, Inc., dated as of March 4, 2003
5. Third Addendum to the Debentures among Visual Bible
International, Inc., Red Brook Developments Limited, Ruth Reisman
Limited, Augusta Holding Inc., Art Kleinstein, Beverly Reisman,
Zivojin Maznic, Ronald Prosserman, George Steels, Stan Nashen, AGF
Growth Equity Fund, GWL Growth Equity Fund, London Life Growth
Equity Fund, IG AGF Diversified Growth Class, IG AGF Diversified
Growth Fund and Patrick McDougall, acknowledged and agreed to by The
Book of John, Inc., dated as of March 6, 2003
6. Fourth Addendum to the Debentures between Visual Bible
International, Inc. and Red Brook Developments Limited, acknowledged
and agreed to by The Book of John, Inc., dated as of March 20, 2003
7. Fifth Addendum to the Debentures and First Amendment to
Subscription Agreements among Visual Bible International, Inc., Red
Brook Developments Limited, Ruth Reisman Limited, Augusta Holding
Inc., Arthur Kleinstein, Beverly Reisman, Ronald Prosserman, George
N. Steels and S. Nashen, dated as of August 28, 2003
8. Visual Bible International, Inc. Debenture to Red Brook
Developments Limited, dated March 4, 2003
9. Visual Bible International, Inc. Debenture to Red Brook
Developments Limited, dated March 6, 2003
10. Visual Bible International, Inc. Debenture to Red Brook
Developments Limited, dated March 20, 2003
11. Visual Bible International, Inc. B Unit Debentures to Red Brook
Developments Limited, Art Kleinstein, Herman Grad, Inglewood
Holdings Inc, Maurice Colson, Sheldon Glow, Stan Nashen, Erin Mills
Investment Corporation, Westdale Construction Co. Limited and Tom
Krobot each dated August 28, 2003
12. All other Debentures issued by Visual Bible International, Inc.
to the Debentureholders.
<PAGE>
SCHEDULE C
DEBENTUREHOLDERS
A Unit Debenture Holders
B Unit Debenture Holders
Red Brook Developments Limited
Red Brook Developments Limited
Augusta Holding Inc.
The Erin Mills Investment Corp.
Ruth Reisman Limited
Westdale Construction Co. Limited
AGF Growth Equity Fund
Inglewood Holdings Inc.
GWL Growth Equity Fund
Herman Grad
London Life Growth Equity Fund
Arthur Kleinstein
IG AGF Diversified Growth Fund
Thomas Krobot
IG AGF Diversified Growth Class
Maurice Colson
New Century Investment Holdings Ltd.
Dr. Sheldon Glow
Arthur Kleinstein
Stanley Nashen
Zivojin Maznic
Ronald Prosserman
Beverly Reisman
Stanley Nashen
George N. Steels
<PAGE>
SCHEDULE D
SECURITY AGREEMENTS GRANTED
IN CONNECTION WITH THE DEBENTURES
1. General Security Agreement among Visual Bible International, Inc.
and Red Brook Developments Limited, Augusta Holding Inc., Beverly
Reisman c/o Soho Financial, George Steels, Art Kleinstein, Ron
Prosserman, Ruth Reisman Limited, Zivojin Maznic, AGF Growth Equity
Fund, GWL Growth Equity Fund, London Life Growth Equity Fund, IG AGF
Diversified Growth Fund, IG AGF Diversified Growth Class and Patrick
McDougal, dated December 24, 2002 (the "Canadian Unit A Debenture
Security");
2. Security Agreement by and among Visual Bible International, Inc.
and Red Brook Developments Limited, Ruth Reisman Limited, Augusta
Holding Inc., Art Kleinstein, Beverly Reisman, Zivojin Maznic,
Ronald Prosserman and George Steels, dated December 24, 2002 (the
"US Unit A Group A Debenture Security")
3. Security Agreement by and among Visual Bible International, Inc.
and AGF Growth Equity Fund, GWL Growth Equity Fund, London Life
Growth Equity Fund, IG AGF Growth Equity Fund, IG AGF Diversified
Growth Class, Stan Nashen and Patrick McDougall, dated December 24,
2002 (the "US Unit A Group B Debenture Security" and together with
the US Unit A Group A Debenture Security, the "US Unit A Debenture
Security");
4. General Security Agreement among Visual Bible International, Inc.
and Red Brook Developments Limited, Westdale Construction Co.
Limited, Erin Mills Investment Corp., Herman Grad, Art Kleinstein,
Tom Krobot, Moe Colson, Sheldon Glow, Stan Nashen and Inglewood
Holdings Inc., dated August 28, 2003. (the "Canadian Unit B
Debenture Security"); and
5. Security Agreement by and among Visual Bible International, Inc.
and Red Brook Developments Limited, the Erin Mills Investment
Corporation, Herman Grad, Art Kleinstein, Thomas C. Krobot, Maurice
J. Colson, Sheldon Glow, S. Nashen, Inglewood Holdings Inc. and one
other party, dated August 28, 2003 (the "US Unit B Debenture
Security").
<PAGE>
SCHEDULE E
GUARANTEES
1. Guarantee and Postponement of Claim by Visual Bible International
(Canada), Inc. in favour of Red Brook Developments Limited, Ruth
Reisman Limited, Augusta Holding Inc., Art Kleinstein, Beverly
Reisman c/o Soho Financial, Zivojin Maznic, Ron Prosserman, George
Steels, Stan Nashen, Patrick McDougall, Jayvee & Co. c/o AGF
Management Limited and Royal Trust Corp. of Canada c/o AGF
Management Limited, dated as of February 14, 2003
2. Guarantee and Postponement of Claim by The Book of John, Inc. in
favour of Red Brook Developments Limited, Ruth Reisman Limited,
Augusta Holding Inc., Art Kleinstein, Beverly Reisman c/o Soho
Financial, Zivojin Maznic, Ron Prosserman, George Steels, Stan
Nashen, Patrick McDougall, Jayvee & Co. c/o AGF Management Limited
and Royal Trust Corp. of Canada c/o AGF Management Limited, dated as
of February 14, 2003
3. Guarantee and Postponement of Claim by Visual Bible International
(Canada), Inc. in favour of Red Brook Developments Limited, Westdale
Construction Co. Limited, Erin Mills Investment Corp., Herman Grad,
Art Kleinstein, Tom Krobot, Moe Colson, Sheldon Glow, Stan Nashen
and Inglewood Holdings Inc., dated as of August 28, 2003
4. Guarantee and Postponement of Claim by The Book of John, Inc. in
favour of Red Brook Developments Limited, Westdale Construction Co.
Limited, Erin Mills Investment Corp., Herman Grad, Art Kleinstein,
Tom Krobot, Moe Colson, Sheldon Glow, Stan Nashen and Inglewood
Holdings Inc., dated as of August 28, 2003
<PAGE>
SCHEDULE F
SECURITY AGREEMENTS GRANTED
IN CONNECTION WITH THE GUARANTEES
1. General Security Agreement by Visual Bible International
(Canada), Inc. in favour of Red Brook Developments Limited, Ruth
Reisman Limited, Augusta Holding Inc., Art Kleinstein, Beverly
Reisman c/o Soho Financial, Zivojin Maznic, Ron Prosserman, George
Steels, Stan Nashen, Patrick McDougall, Jayvee & Co. c/o AGF
Management Limited and Royal Trust Corp. of Canada c/o AGF
Management Limited, dated as of February 14, 2003
2. General Security Agreement by The Book of John, Inc. in favour of
Red Brook Developments Limited, Ruth Reisman Limited, Augusta
Holding Inc., Art Kleinstein, Beverly Reisman c/o Soho Financial,
Zivojin Maznic, Ron Prosserman, George Steels, Stan Nashen, Patrick
McDougall, Jayvee & Co. c/o AGF Management Limited and Royal Trust
Corp. of Canada c/o AGF Management Limited, dated as of February 14,
2003
3. General Security Agreement by Visual Bible International
(Canada), Inc. in favour of Red Brook Developments Limited, Westdale
Construction Co. Limited, Erin Mills Investment Corp., Herman Grad,
Art Kleinstein, Tom Krobot, Moe Colson, Sheldon Glow, Stan Nashen
and Inglewood Holdings Inc., dated as of August 28, 2003
4. General Security Agreement by The Book of John, Inc. in favour of
Red Brook Developments Limited, Westdale Construction Co. Limited,
Erin Mills Investment Corp., Herman Grad, Art Kleinstein, Tom
Krobot, Moe Colson, Sheldon Glow, Stan Nashen and Inglewood Holdings
Inc., dated as of August 28, 2003
5. "The Book of John" f/k/a "The Gospel of John" Copyright Mortgage
and Assignment; Power of Attorney by the Book of John, Inc. to and
in favour of Red Brook Developments Limited, Ruth Reisman Limited,
Augusta Holding Inc., Art Kleinstein, Beverly Reisman c/o Soho
Financial, Zivojin Maznic, Ron Prosserman, George Steels, Stan
Nashen, Patrick McDougall, Jayvee & Co. c/o AGF Management Limited,
Royal Trust Corp. of Canada ITF Acct: 99480027 and Royal Trust Corp.
of Canada ITF Acct: 99480072, dated as of February 14, 2003
6. "The Book of John" f/k/a "The Gospel of John" Copyright Mortgage
and Assignment; Power of Attorney by The Book of John, Inc. to and
in favour of Red Brook Developments Limited, Westdale Construction
Co. Limited, Erin Mills Investment Corp., Herman Grad, Art
Kleinstein, Tom Krobot, Moe Colson, Sheldon Glow, Stan Nashen and
Inglewood Holdings Inc., dated as of August 28, 2003
1.
<PAGE>
SCHEDULE "G"
LIST OF AGREEMENTS
1. Settlement and New Licensing Agreement between International
Bible Society and Visual Bible International, Inc. entered into as
of November 2, 2001;
2. Licensing Agreement between American Bible Society and Visual
Bible International, Inc. entered into as of September 20, 2000;
3. Licensing Agreement between Genesis Broadcasting Systems, Inc.
and Visual Bible International, Inc.;
4. Memorandum of Understanding between The United Bible Societies
and Visual Bible International, Inc.;
5. Licensing Agreement between The Bible Society in Italy/Societa
Biblica Britannica E Forestiera Editrice Elledici and Visual Bible,
Inc. entered into as of October 11, 2001;
6. Licensing Agreement between The Bible Society of Brazil and
Visual Bible, Inc. entered into September 17, 2001; and
7. Agreement between Thomas Nelson Publishers and Visual Bible, Inc.
dated September 1, 2001, as amended.