AMENDING AGREEMENT
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Exhibit 2.2
We refer to the agreement made the 29th day of March, 2001, among Norske Xxxx Canada Limited, Norske Xxxx Canada Pulp Operations Limited, Xxxx & Xxxxxx Ltd., Xxxx & Talbot Inc. and Norske Xxxx Canada Mackenzie Pulp Limited (the "Purchase Agreement"). Terms used herein which are defined in the Purchase Agreement have corresponding meanings.
We confirm our agreement to the following amendments to the Purchase Agreement:
- 1.
- The
Cash Amount defined in Subsection 2.1(b) of the Purchase Agreement is hereby reduced by $300,000 from $106,800,000 to $106,500,000.
- 2.
- The
Closing Date is hereby changed to June 15, 2001.
- 3.
- In
valuing stores, supplies and spare parts included in the Current Assets pursuant to Subsection 2.3(c) of the Purchase Agreement, the inventories of used and rebuildable stores
parts that were historically valued at nil and were written up by approximately $1,600,000 and reflected in the financial statements referred to in Subsection 4.11(b) of the Purchase Agreement and the
inventories of parts and supplies in the Xxxxxxxx building that were written up by $700,000 as reflected in the those financial statements, will be valued at nil. The obsolescence provisions of
approximately $500,000 recorded in conjunction with that write-up of parts and supplies will also be treated as nil.
- 4.
- The
salaried employees of Allwin referred to in Section 4.3(a)(ii) of the Purchase Agreement which were to be transferred to the Corporation are instead to be
transferred to Xxxx & Talbot Ltd. as at the Closing Date and Xxxx & Xxxxxx Ltd. is to assume all obligations of those employees pursuant to Article 8 of the Purchase
Agreement.
- 5.
- The
Vendor will complete the registration of title of the Lands in the name of Mackenzie Pulp Land Ltd., a wholly owned subsidiary of the Corporation, prior to the Closing as
contemplated by Section 4.9 rather than in the name of the Corporation.
- 6.
- The
Purchaser, rather than the Corporation, will offer employment to each Active Salaried Employee and Other Salaried Employee on the Closing Date in accordance with
Section 8.3 and the provisions of Article 8 are hereby amended as necessary to reflect that change.
- 7.
- The
date for Completion of the Closure Work and provision of the Closure Report and the Government Sign-Off as contemplated by the first sentence of Section 9.7.2
of the Purchase Agreement shall be extended to December 31, 2002 (subject to further extension for delays beyond the reasonable control of the Vendor). The parties confirm that, in order to
meet that time frame, approvals of Government Authorities for the pumping of liquids to the bio basins in the Mill effluent systems referenced in Item 3 of Part II of Schedule E of the
Purchase Agreement will need to be obtained by June 30, 2001 and that such pumping may commence promptly after approvals of those Governmental Authorities have been obtained. The Vendor will
use all reasonable efforts to obtain such approvals as soon as practicable.
- 8.
- Section 3 of Schedule B of the Purchase Agreement is hereby replaced in its entirety with the Section 3 set out in the attachment to this Agreement.
Except as contemplated herein, all of the terms and conditions of the Purchase Agreement remain in full force and effect unamended.
DATED this 14th day of June, 2001. | |||
NORSKE XXXX CANADA LIMITED |
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By: |
/s/ XXXXX XXXXXXXX |
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By: | |||
NORSKE XXXX CANADA PULP OPERATIONS LIMITED |
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By: |
/s/ XXXXX XXXXXXXX |
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By: | |||
NORSKE XXXX CANADA MACKENZIE PULP LIMITED |
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By: |
/s/ XXXXX XXXXXXXX |
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By: | |||
XXXX & TALBOT LTD. |
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By: |
/s/ XXXXX X. XXXX |
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By: | |||
XXXX & TALBOT LTD. |
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By: |
/s/ XXXXX X. XXXX |
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By: | |||
The following schedule to the Amending Agreement has been omitted and will be provided to the Securities and Exchange Commission upon request:
Schedule |
Subject |
|
---|---|---|
B (Section 3 only) |
Pension and Benefits Separation Issues: Health and Welfare Plan and Trust |
AMENDING AGREEMENT