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THIS AMENDMENT AGREEMENT dated the 23rd day of March, 1998,
AMONG:
XXXXXXXX FINANCIAL (B.C.) LTD., a company
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incorporated pursuant to the laws of
the Province of British Columbia
(the "Company")
OF THE FIRST PART
AND:
MFC BANCORP LTD., a company continued pursuant
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to the laws of the Yukon Territory
("MFC")
OF THE SECOND PART
AND:
XXXXXXXX FINANCIAL CORPORATION, a company organized
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pursuant to the laws of the State of Delaware
("Xxxxxxxx")
OF THE THIRD PART
WHEREAS the Company, MFC and Xxxxxxxx entered into an arrangement agreement
dated the 23rd day of February, 1998 (the "Arrangement Agreement") and wish
to amend the Arrangement Agreement as provided herein;
NOW THEREFORE THIS AGREEMENT WITNESSETH THAT in consideration of the premises
and the respective covenants and agreements herein contained, and for other
good and valuable consideration, the parties hereto covenant and agree as
follows:
1. The Arrangement Agreement be and is hereby amended and modified as
follows:
(a) Section 3.2(a)(i) be amended by adding the words "as amended" at the
end thereof;
(b) The first paragraph appearing under the heading "Conversion" on page
B-2 of Schedule "B" to the Arrangement Agreement be amended by
inserting "the lesser of" immediately before "115% . . ." in the
second line thereof and inserting "and U.S. $13.22 per common share"
immediately before "(the Conversion Price) . . ." in the fourth line
thereof.
2. The Company, MFC and Xxxxxxxx hereby confirm and ratify the
Arrangement Agreement as amended and modified hereby and agree that
these presents and the Arrangement Agreement shall be read together
and shall be construed as one agreement.
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3. This Agreement shall be effective to amend the Plan of Arrangement
(as defined in the Arrangement Agreement) upon receipt of Court
approval as required under section 5.1 of the Plan of Arrangement.
4. This Agreement may be executed in several parts in the same form and
such parts as so executed shall together constitute one original
document, and such parts, if more than one, shall be read together
and construed as if all of the signing parties had executed one copy
of the said Agreement.
IN WITNESS WHEREOF the parties hereto have executed this Agreement, as of the
day, month and year first above written.
XXXXXXXX FINANCIAL (B.C.) LTD.
By: /s/ Xxxx Xxxxxxx
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Authorized Signatory
MFC BANCORP LTD.
By: /s/ Xxxxxxx X. Xxxxx
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Authorized Signatory
XXXXXXXX FINANCIAL CORPORATION
By: /s/ Xxxxxxx X. Xxxxx
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Authorized Signatory
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