THIRD AMENDMENT TO OPERATING CREDIT AGREEMENT
DATED FOR REFERENCE JULY 15, 1996
AMONG: THE XXXXXX GROUP INC., a British Columbia company having its head
office at 0000 Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx,
X0X 0X0
AND: XXXXXX GROUP INTERNATIONAL, INC., a Delaware corporation having an
office at 00 Xxxx XxxxxXxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxxx,
Xxxxxxxx, X.X.X., 00000
AND: ROYAL BANK OF CANADA, a Canadian chartered bank having its head
office in the City of Xxxxxxxx, Xxxxxx, Xxxxxx and a branch office
at 0000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx,
X0X 0X0
THIS THIRD AMENDMENT TO OPERATING CREDIT AGREEMENT is dated for reference
July 15, 1996
AMONG: THE XXXXXX GROUP INC., a British Columbia company having its head
office at 0000 Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx,
X0X 0X0
AND: XXXXXX GROUP INTERNATIONAL, INC., a Delaware corporation having an
office at 00 Xxxx XxxxxXxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxxx,
Xxxxxxxx, X.X.X., 00000
AND: ROYAL BANK OF CANADA, a Canadian chartered bank having its head
office in the City of Xxxxxxxx, Xxxxxx, Xxxxxx and a branch office
at 0000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx,
X0X 0X0
W H E R E A S:
A. The parties to this agreement entered into an operating credit
agreement dated for reference August 15, 1994 ("Operating Credit Agreement").
B. The Operating Credit Agreement was amended by a First Amendment to
Operating Credit Agreement dated for reference June 30, 1995 and by an
acknowledged letter of amendment dated October 19, 1995 (collectively,
"Amending Agreements").
C The parties have agreed to amend and restate the Operating Credit
Agreement as amended by the Amending Agreements as provided in this agreement
("Third Amendment Agreement").
WITNESSETH THAT in consideration of the mutual covenants and
agreements herein, the parties covenant and agree as follows:
1. INTERPRETATION
1.1 Words with an initial capital letter which are not otherwise
defined in the Third Amendment Agreement have the meaning defined in the
Operating Credit Agreement as amended by the Amending Agreements and as
further amended and restated by the Third Amendment Agreement.
1.2 The Third Amendment Agreement shall be construed in accordance
with and governed by the laws of the Province of British Columbia and the
laws of Canada applicable in that Province.
1.3 Wherever the singular or the masculine are used in the Third
Amendment Agreement, the same shall be deemed to include the plural or the
feminine or vice versa and a body politic or corporate where the context or
the parties so require.
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1.4 Unless otherwise specified all statements of, or reference to,
dollar amounts in the Third Amendment Agreement without currency
specification shall refer to Canadian Funds.
2. REPRESENTATIONS AND WARRANTIES
Each of the Borrower and LGII represents and warrants to Royal
that the execution and delivery of the Third Amendment Agreement will not:
a) contravene a provision of any regulation, order or permit applicable
to it or cause a conflict with or contravention of its constating
documents;
b) cause a breach of or constitute a default under any agreement or
instrument to which it is a party or by which it is bound including:
i) the 1996 Credit Agreement;
ii) the MEIP Credit Agreement;
iii) the Note Agreements, and
iv) the Collateral Trust Agreement;
c) require any consent or approval (except such as have been obtained
or waived, as the case may be) under any agreement or instrument to
which it is a party or by which it is bound including the Agreements
referred to in Section 2(b).
3. AMENDMENT AND RESTATEMENT
If the conditions set forth in Section 4 of the Third Amendment
Agreement have been met or waived prior to or on July 31, 1996 then, as of the
Effective Time:
a) the Operating Credit Agreement as amended by the Amending
Agreements shall be totally amended and restated by the agreement
entitled "Xxxxxx 1996 Operating Credit Agreement" attached as
Exhibit A and the schedules attached thereto, and
b) LGII shall not be a party to the amended and restated Operating
Credit Agreement.
4. CONDITIONS PRECEDENT TO EFFECTIVE TIME
Royal shall have no obligation to amend and restate the Operating
Credit Agreement as amended by the Amending Agreements and proposed to be
amended and restated by this Third Amendment Agreement unless Royal shall
have received:
a) the Third Amendment Agreement duly executed by the Borrower;
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b) confirmation from counsel for the Borrower that Royal's name is
entered under Class A Secured Indebtedness on Schedules 1 and 5 of
the Collateral Trust Agreement and that the execution and delivery
of the Third Amendment Agreement and the Xxxxxx 1996 Operating
Credit Agreement attached as Exhibit A will not affect such
registration, and
c) a favourable opinion from counsel for the Borrower (in form and
content satisfactory to Royal and its counsel) as to the due
authorization, execution and delivery by the Borrower of the
Third Amendment Agreement and the validity and enforceability
thereof.
5. GENERAL
5.1 The Third Amendment Agreement may be executed in any number of
counterparts with the same effect as if all parties had all signed the same
document. All counterparts will be construed together and will constitute one
and the same agreement.
5.2 The Third Amendment Agreement shall be effective as of 10:00 a.m.
local Vancouver time, July 15, 1996 ("Effective Time") if on or prior to July
31, 1996 or such earlier or later time or date as may be agreed between the
Borrower, LGII and Royal, Royal shall have received the documents and opinions
described in Section 4.
5.3 The Third Amendment Agreement shall be read and construed together
with the Operating Credit Agreement as amended and by the Amending Agreements
as one document and shall be included in the definition of "Agreement" in
Section 1.1 of the Operating Credit Agreement as amended by the Amending
Agreements.
The Third Amendment Agreement has been executed as of July 31, 1996.
THE CORPORATE SEAL of THE )
XXXXXX GROUP INC. was hereunto affixed )
in the presence of: )
)
/s/ Xxxxxx X. Xxxxx ) C/S
---------------------- )
Xxxxxx X Xxxxx, )
Vice-President, Finance )
)
)
THE CORPORATE SEAL of )
XXXXXX GROUP INTERNATIONAL, )
INC. was hereunto affixed in the )
presence of: )
)
/s/ Xxxxxx X. Xxxxx ) C/S
---------------------- )
Xxxxxx X Xxxxx, )
Vice-President, Finance )
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)
)
)
ROYAL BANK OF CANADA )
)
By: /s/ Xxxxxx X. Derbyshire )
---------------------------- )
Xxxxxx X. Derbyshire )
Senior Account Manager )
)
)
By: /s/ Xxxxxxx Xxxxx )
---------------------------- )
Xxxxxxx Xxxxx )
Account Manager )
