$18,000,000 Promissory Note between The Bombay Furniture Company of Canada Inc. and TransCanada, dated September 29, 2004

Summary

The Bombay Furniture Company of Canada Inc. has issued a promissory note to TransCanada, agreeing to repay up to $18,000,000 USD in principal, plus interest, under the terms of a related Loan and Security Agreement. The note outlines repayment terms, interest obligations, and conditions for prepayment or acceleration in case of default. It is governed by New York law and allows enforcement in New York courts. The agreement is signed by an authorized officer of Bombay Canada and references the rights and obligations set forth in the underlying loan documents.

EX-10.3 4 ex10-3wellsfargocannote.txt WELLS FARGO CAN NOTE EXHIBIT 10.3 NOTE $18,000,000 USD September 29, 2004 FOR VALUE RECEIVED, the undersigned, The Bombay Furniture Company of Canada Inc. a corporation continued and existing under the laws of the Province of Ontario ("Bombay Canada"), hereby promises to pay to the order of TRANSCANADA ("Canadian Lender") at the Canadian Lender's office at Suite 400, 55 Standish Court Mississauga, Ontario L5R 4J4; (a) Prior to or on the Maturity Date the principal amount of EIGHTEEN MILLION UNITED STATES DOLLARS ($18,000,000 USD) or, if less, the aggregate unpaid principal amount of Canadian Advances (as defined in the Loan Agreement as hereinafter defined) made by the Canadian Lender to Bombay Canada pursuant to that certain Loan and Security Agreement, dated as of September 29, 2004 (as amended, amended and restated or otherwise modified and in effect from time to time, the "Loan Agreement"), among Bombay Canada, the other Borrowers (as defined in the Loan Agreement), Canadian Lender and the other financial institutions from time to time party thereto (collectively, the "Lenders") and Wells Fargo Retail Finance, LLC, as agent for the Lenders (the "Agent"); (b) The principal outstanding hereunder from time to time at the times provided in the Loan Agreement; and (c) Interest on the principal balance hereof from time to time outstanding from the date hereof through and including the Maturity Date (as defined in the Loan Agreement) at the times and at the rate provided in the Loan Agreement. All capitalized terms used in this Note and not otherwise defined herein shall have the same meanings herein as in the Loan Agreement. This Note evidences borrowings under and has been issued by Bombay Canada in accordance with the terms of the Loan Agreement. The Canadian Lender and any holder hereof is entitled to the benefits of the Loan Agreement and the other Loan Documents, and may enforce the agreements of Bombay Canada contained therein, and any holder hereof may exercise the respective remedies provided for thereby or otherwise available in respect thereof, all in accordance with the respective terms thereof. Bombay Canada irrevocably authorizes the Canadian Lender to make or cause to be made, at or about the time of each Advance or at the time of receipt of any payment of principal of this Note, an appropriate notation on the grid attached to this Note, or the continuation of such grid, or any other similar record, including computer records, reflecting the making of such Canadian Advances or (as the case may be) the receipt of such payment. The outstanding amount of the Canadian Advances set forth on the grid attached to this Note, or the continuation of such grid, or any other similar record, including computer records, maintained by the Canadian Lender with respect to any Canadian Advances shall be prima facie evidence of the principal amount thereof owing and unpaid to the Canadian Lender, but the failure to record, or any error in so recording, any such amount on any such grid, continuation or other record shall not limit or otherwise affect the obligation of Bombay Canada hereunder or under the Loan Agreement to make payments of principal of and interest on this Note when due. 1 Bombay Canada has the right in certain circumstances and the obligation under certain other circumstances to prepay the whole or part of the principal of this Note on the terms and conditions specified in the Loan Agreement. If any one or more of the Events of Default shall occur, the entire unpaid principal amount of this Note and all of the unpaid interest accrued thereon may become or be declared due and payable in the manner and with the effect provided in the Loan Agreement. No delay or omission on the part of the Canadian Lender or any holder hereof in exercising any right hereunder shall operate as a waiver of such right or of any other rights of the Canadian Lender or such holder, nor shall any delay, omission or waiver on any one occasion be deemed a bar or waiver of the same or any other right on any further occasion. Bombay Canada and every endorser and guarantor of this Note or the obligation represented hereby (except for any notice expressly required pursuant to the Loan Agreement) waive presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Note, and assents to any extension or postponement of the time of payment or any other indulgence, to any substitution, exchange or release of collateral and to the addition or release of any other party or person primarily or secondarily liable. THIS NOTE AND THE OBLIGATIONS OF BOMBAY CANADA HEREUNDER SHALL FOR ALL PURPOSES BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW OTHER THAN GENERAL OBLIGATIONS LAW {section}5-1401 AND {section}5-1402). BOMBAY CANADA AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF THIS NOTE MAY BE BROUGHT IN ANY FEDERAL COURT IN THE STATE OF NEW YORK AND THE CONSENT TO THE NONEXCLUSIVE JURISDICTION OF SUCH COURT AND THE SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE UPON THE BORROWER BY MAIL AT THE ADDRESS SPECIFIED IN {section}12 OF THE LOAN AGREEMENT. BOMBAY CANADA HEREBY WAIVES ANY OBJECTION THAT THEY MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT COURT. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 2 IN WITNESS WHEREOF, the undersigned has caused this Note to be signed in its corporate name by its duly authorized officer as of the day and year first above written. THE BOMBAY FURNITURE COMPANY OF CANADA INC. By: /S/ ELAINE D. CROWLEY Name: Elaine D. Crowley Title: Vice President