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EXHIBIT 4.36
AMENDING AGREEMENT
THIS AGREEMENT dated for reference the 18th day of June, 2001
AMONG:
686545 ALBERTA INC., 1187247 ONTARIO INC. AND 1188273 ONTARIO INC.
(together the "Vendors")
AND:
XXX XXXXXXXX, XXXXXXX XXXXXXX, XXXXX DEL XXXXXXXX
(collectively, the "Principals")
AND:
COMMERCIAL CONSOLIDATORS CORP., 0000 Xxxxx Xxxxxx, Xxxxx 0000,
Xxxxxxx, Xxxxxxx, X0X 0X0
(herein called the "Purchaser")
WHEREAS:
The parties hereto entered into a share purchase agreement dated for
reference November 28, 2000 (the "Share Purchase Agreement");
The parties are desirous of amending the Share Purchase Agreement in
the manner detailed herein.
NOW THEREFORE in consideration of the premises and the mutual covenants and
agreements herein set forth, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties covenant
and agree as follows:
1. All capitalized terms not otherwise defined herein shall have the
meanings given to them in the Share Purchase Agreement.
2. The Share Purchase Agreement is amended as follows:
(a) The definition of "Statement Date" set forth in clause (cc) of
Section 1.1(a) is amended by changing the same from "July 31,
2001" to "February 28, 2002".
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(b) The definition of "Settlement Date" set forth in clause (aa)
of Section 1.1(a) is amended by substituting for "November 1,
2001" as it appears therein "June 1, 2002".
(c) The definition of "Financial Statements" set forth in clause
(o) of Section 1.1(a) is amended by inserting the words
"twelve month" in front of the word "period" as is appears
therein.
(d) Section 2.2 is amended by deleting same and replacing it with
the following:
"2.2 The Purchase Price to be paid by the Purchaser for all of
the Vendors' Shares shall be equal to the product of
multiplying by two and one-half (2.5), the EBT of the Company
for the twelve months ending February 28, 2002, it being
acknowledged that in circumstances where the EBT is less than
$1,000,000 the Agreement shall terminate in accordance with
the provisions of Section 13.1 and 13.2 unless the parties
hereto all otherwise in writing agree."
(e) The date "November 1, 2001" as is appears in each of clause
(a) and clause (b) of Section 12.1 is changed to "June 1,
2002".
(f) Clause (f) of Section 12.3 is amended by deleting therefrom
the words "for the twelve months ending July 31, 2001".
(g) Section 12.6 is amended by changing "July 31, 2001" as it
appears therein to "February 28, 2002".
(h) Section 15.2 is amended by changing July 31, 2001 as it
appears therein to "February 28, 2002".
3. It is agreed that the Purchaser may cause the Company to pay to the
Purchaser head office administrative fees not in excess of the sum of $25,000
per month effective from the month of February, 2001. Such fees are herein
collectively referred to as the "Administrative Fees". It is further agreed that
the Company shall not pay the amount of the Administrative Fees owing to the
Purchaser except to the extent that from time to time the Company's working
capital and available borrowings under lines of credit are of an amount such
that those payments can made without materially impairing the Company's ability
to pay its other liabilities as they fall due for payment. None of the
Administrative Fees shall be considered to be expenses for the purpose of
calculating the EBT of the Company pursuant to the Share Purchase Agreement. If
in accordance with the Share Purchase Agreement the Purchaser is to put the
Vendors' Shares back to the Vendors and take the other Cancellation Actions,
then there shall be no further accrual of Administrative Fees.
4. The Share Purchase Agreement as amended hereby shall continue in full
force and effect.
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5. This Agreement may be executed in several counterparts and by fax
transmission, each of which will be deemed to be an original and all of which
will together constitute one and the same agreement.
IN WITNESS WHEREOF the parties have caused this Agreement to be executed and
delivered with effect on the 18th day of June, 2001.
686545 ALBERTA INC.
Per: /s/ Xxx Xxxxxxxx
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Authorized Signatory
1187247 ONTARIO INC.
Per: /s/ Xxxxx Del Xxxxxxxx
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Authorized Signatory
1188273 ONTARIO INC.
Per: /s/ Xxxxxxx Xxxxxxx
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Authorized Signatory
SIGNED and DELIVERED by XXXXXXX )
XXXXXXX in the presence of: )
)
/s/ X. Xxxxxxx )
--------------------------------- )
Signature )
) /s/ Xxxxxxx Xxxxxxx
--------------------------------- ) -------------------
Print Name ) XXXXXXX XXXXXXX
)
--------------------------------- )
Address )
)
--------------------------------- )
)
--------------------------------- )
Occupation
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SIGNED and DELIVERED by XXXXX )
DEL XXXXXXXX in the presence of: )
)
/s/ Xxxxxxx Xxxx )
--------------------------------- )
Signature )
)
--------------------------------- ) /s/ Xxxxx Del Xxxxxxxx
Print Name ) ----------------------
) XXXXX DEL XXXXXXXX
--------------------------------- )
Address )
)
--------------------------------- )
)
--------------------------------- )
Occupation
SIGNED and DELIVERED by XXXXXX )
FRANKLIN in the presence of: )
)
/s/ Xxxxxxx Xxxxxxxx )
--------------------------------- )
Signature )
)
) /s/ Xxx Xxxxxxxx
--------------------------------- ) ----------------
Print Name ) XXX XXXXXXXX
)
--------------------------------- )
Address )
)
--------------------------------- )
)
--------------------------------- )
Occupation
COMMERCIAL CONSOLIDATORS
CORPORATION
Per: /s/ Xxx Xxxxxx
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Authorized Signatory
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