EXHIBIT 4.41(b)
September 14, 2001
Sterling Pulp Chemicals, Ltd.
000 Xxx Xxxx Xxxx, Xxxxx 000
Xxxxxxx, Xxxxxxx
X0X 0X0
RE: FINANCING AGREEMENT
Reference is made to the financing agreement dated as of July 11, 2001,
as amended by a letter agreement dated July 26, 2001 (collectively, the
"FINANCING AGREEMENT") between Sterling Pulp Chemicals, Ltd. (the "BORROWER"),
CIT Business Credit Canada Inc. (the "AGENT") as agent and lender and the other
Lenders party thereto. Capitalized terms used herein and not otherwise defined
shall have the meanings ascribed thereto in the Financing Agreement.
The Agent and the Lenders hereby wish to confirm our understanding that
Section 10(1) of the Financing Agreement is hereby amended as follows by
deleting subsections (p) and (q) thereof in their entirety and by replacing them
with the following Events of Default:
"(p) The Final Order in a form and content satisfactory to the Agent
and its counsel is not issued by September 14, 2001; or
(q) If at any time, unless otherwise agreed in advance by the Agent,
(i) any of the "Inter-Sterling" Material Agreements listed or
described in Schedule 9 hereto are rejected (as such term is used
in 11 U.S.C., Section 365) at the request of any of the Debtors
(as defined in the Interim Order) or any other Person party
thereto, by any trustee appointed by any of the Debtors (as
defined in the Interim Order) or any other Person party to such
agreements or by operation of law, or (ii) any of the Debtors (as
defined in the Interim Order) fail to comply with the terms of
the "Order Authorizing and Directing Debtors to Perform
Obligations Under Intercompany Agreements with Pulp Canada" of
the Bankruptcy Court dated September 7, 2001."
On and after the date hereof, each reference in the Financing Agreement
to "this Financing Agreement" and each reference to the Financing Agreement in
the Loan Documents and any and all other agreements, documents and instruments
delivered by any of the Agent, the Lenders, the Borrower or any other Person
shall mean and be a reference to the Financing Agreement as amended by this
letter agreement. Except as specifically amended by this letter
2
agreement, the Financing Agreement shall remain in full force and effect and is
hereby ratified and confirmed.
This letter agreement may be executed in any number of counterparts
(including counterparts by facsimile) and all such counterparts taken together
shall be deemed to constitute one and the same instrument.
This letter agreement shall constitute a Loan Document and shall be
governed by and construed in accordance with the laws of the Province of Ontario
and the federal laws of Canada applicable therein.
If the foregoing is in accordance with your understanding and
agreement, please sign this letter agreement where indicated below.
Yours truly,
CIT BUSINESS CREDIT CANADA INC.
Per:
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Per:
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ACKNOWLEDGED AND AGREED THIS ________ DAY OF SEPTEMBER 2001.
STERLING PULP CHEMICALS, LTD.
Per:
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Per:
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