SECOND AMENDING AGREEMENT
Made as of August 22, 1997
Between
BURTEK SYSTEMS INC.
as Borrower
and
FIRST CHICAGO NBD BANK, CANADA
as Lender
and
XXXXXXXXXX ELECTRONICS, LTD.
as Guarantor
XXXXX & XXXXXXXX
BCE Place
000 Xxx Xxxxxx, Xxxxx 0000
X.X. Xxx 000
Xxxxxxx, Xxxxxxx
X0X 0X0
SECOND AMENDING AGREEMENT
This Agreement is made as of August 22, 0000
X X X X X X X:
BURTEK SYSTEMS INC.
as Borrower
and
FIRST CHICAGO NBD BANK, CANADA
as Lender
and
XXXXXXXXXX ELECTRONICS, LTD.
as Guarantor
WHEREAS:
A. First Chicago NBD Bank, Canada (the "Lender"), entered into
a credit agreement made as of February 18, 1997 (the "Credit
Agreement") with Xxxxxxxxxx Electronics Acquisition Corp.,
the partial purpose of which was to finance the acquisition
by Xxxxxxxxxx Electronics Acquisition Corp. of all the
capital stock of Burtek Systems Inc.
B. Subsequent to the execution of the Credit Agreement,
Xxxxxxxxxx Acquisition Corp. acquired all the capital stock
of Burtek Systems Inc. By Articles of Amalgamation filed
effective May 31, 1997, Xxxxxxxxxx Electronics Acquisition
Corp. amalgamated with Burtek Systems Inc. to continue as
Burtek Systems Inc. (the "Borrower").
C. The Lender and the Borrower entered into a first amending
agreement made as of August 14, 1997 (the "First Amending
Agreement") amending the terms of the Credit Agreement.
D. The Lender and the Borrower have agreed to enter into this
Amending Agreement to amend the terms of the First Amending
Agreement as hereinafter set forth.
NOW THEREFORE, for value received the parties agree as follows:
SECTION 1- INTERPRETATION
1.1 Definitions. Capitalized terms used and not defined in this
Amending Agreement shall have the meanings given to them in the
Credit Agreement.
1.2 References. Unless otherwise specified, all references to
Sections are to Sections of this Amending Agreement. The words
"hereto", "herein", "hereof", "hereunder" and similar expressions
refer to this Amending Agreement and not to any particular
Section or other provision of this Amending Agreement.
1.3 Number and Gender. Unless otherwise specified, words
importing the singular include the plural and vice versa and
words importing gender include all genders.
1.4 Headings. The insertion of headings is for convenience of
reference only and shall not affect the construction or
interpretation of this Amending Agreement.
1.5 Governing Law. This Amending Agreement shall be governed by
and construed and interpreted in accordance with the laws of the
Province of Ontario and Canada applicable therein.
1.6 Severability. Any provision of this Amending Agreement
which is illegal, invalid or unenforceable in any jurisdiction
shall not affect the legality, validity or enforceability of the
remaining provisions and any such illegality, invalidity or
unenforceability in any jurisdiction shall not affect the
legality, validity or enforceability of such provision in any
other jurisdiction.
1.7 Currency. Unless otherwise specified, all amounts are
stated in Canadian Dollars.
1.8 Time. Time shall be of the essence in all provisions of
this Amending Agreement.
SECTION 2 - AMENDMENTS TO CREDIT AGREEMENT
2.1 Section 2.12 of the First Amending Agreement is deleted and
the following substituted therefor:
"The following new Section 2.1(n) shall be added to the
Credit Agreement:
(n) Security Service International SSI Inc. The Borrower
shall not assume any liabilities of Security Service
International SSI Inc. or of Security Service International
SSI Group Inc. and all assets of Security Service
International SSI Inc. and Security Service International
SSI Group Inc. it acquires shall be free and clear of any
Liens. The Borrower will acquire such assets of Security
Service International SSI Inc. and Security Service
International SSI Group Inc. in accordance with the
provisions of the order dated August 21, 1997 of Xx. Xxxxxxx
Xxxxxxxx X. Xxxxxxxxx of the Superior Court of the District
of Montreal sitting in bankruptcy matters providing for the
sale of such assets to the Borrower. "
SECTION 3 - GENERAL
3.1 Enurement. This Amending Agreement shall be binding upon
the Borrower and its successors and assigns and shall enure to
the benefit of the Lender and its successors and assigns.
3.2 Further Assurances. Upon the request of the Lender, the
Borrower shall from time to time make, do, execute or cause to be
made, done or executed, all such further and other lawful acts,
deeds, things, devices, conveyances and assurances whatsoever in
order to give effect to the provisions, purpose and intent of
this Amending Agreement and to complete the transactions
contemplated by this Amending Agreement.
3.3 Counterparts. This Amending Agreement may be executed in
any number of counterparts, each of which shall be an original
and all of which shall constitute one and the same agreement.
3.4 First Amending Agreement and Credit Agreement. Except as
amended by this Amending Agreement, all terms and conditions of
the First Amending Agreement shall remain in full force and
effect and are hereby ratified and confirmed in every respect.
For greater certainty, the Credit Agreement, the First Amending
Agreement and this Amending Agreement shall all be read together
and shall have effect, so far as practicable, as if all the
provisions in such agreements were contained in one instrument.
IN WITNESS WHEREOF the parties hereto have executed this Amending
Agreement as of the day and year first above written.
THE BORROWER: BURTEK SYSTEMS INC.
Address:40W267 Keslinger Rd. BY: /s/ Xxxxxx X. Xxxxxxxxxx
Xx Xxx, Xxxxxxxx 00000 Name: Xxxxxx X. Xxxxxxxxxx
U.S.A. Title: Chairman
Fax: (000) 000-0000 By: /s/Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Phone: (000) 000-0000 Title: CFO
THE LENDER: FIRST CHICAGO NBD BANK,
CANADA
Address:First Chicago NBD Bank, By: /s/ Xxxxxxx X. Xxxxxxx
Canada Name: Xxxxxxx X. Xxxxxxx
000 Xxx Xxxxxx, Xxxxx 0000 Title:Assistant Vice President
Xxxxxxx, Xxxxxxx
X0X 0X0
By: /s/ Xxxxxxxx X. Xxxxx III
Name: Xxxxxxxx X. Xxxxx III
Fax: (000) 000-0000 Title: First Vice President
Phone: (000) 000-0000
The foregoing Second Amending Agreement is acknowledged and
consented to by the undersigned as of the date first written
above. The undersigned further agrees that the foregoing Second
Amending Agreement shall not alter its obligations under, or
release the undersigned from, the terms of a Guaranty executed by
the undersigned in favour of the Lender dated February 28, 1997.
The undersigned confirms that it remains fully liable to the
Lender under the terms of the said Guaranty.
XXXXXXXXXX ELECTRONICS, LTD.
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: President
By: /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: Secretary
