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EXHIBIT 10.3 AMENDMENT AGREEMENT
THIS AGREEMENT is dated for reference the 7th day of December, 1998
AMONG:
ACCEL FINANCIAL GROUP LTD., a corporation incorporated under the
laws of Alberta
(the "Corporation")
AND:
802685 ALBERTA LTD., a corporation incorporated under the laws
of Alberta
("Holdco")
AND:
T&W FINANCIAL SERVICES COMPANY L.L.C., a limited liability
company incorporated under the laws of the State of Washington
("T&W")
WHEREAS:
(A) The parties hereto are parties to an amalgamation agreement (the
"Amalgamation Agreement") dated the 6th day of November, 1998; and
(B) The parties wish to enter into this Agreement to amend the Amalgamation
Agreement in order to make effective certain amendments that they have agreed
to.
THEREFORE THIS AGREEMENT WITNESSES that the parties agree as follows:
1. The Amalgamation Agreement is hereby amended by deleting the existing
definition of "Effective Date" in Section 1 and replacing it with the following
provision:
""Effective Date" means the date shown on the certificate of
amalgamation to be issued in respect of the Amalgamation which will be
February 15, 1999 or such earlier date on which all conditions precedent
to the Amalgamation have been satisfied or waived;"
2. The Amalgamation Agreement is hereby amended by deleting Section 18(g)
and replacing it
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with the following provision:
"(g) on or before January 31, 1999, Holdco secures a firm financing
commitment sufficient to permit it to complete the Amalgamation, such
commitment to be on terms and conditions satisfactory to Holdco, acting
reasonably;"
3. The Amalgamation Agreement is hereby amended by deleting Section 18(h)
and replacing it with the following provision:
"(h) on or before January 31, 1999 Holdco will provide the
Corporation with evidence satisfactory to the Corporation, acting
reasonably, of Holdco's ability to meet the condition described in
Section (i); and"
4. The amendments described in Section 1,Section 2 and Section 3 above,
will have the same force and effect as if originally contained in the
Amalgamation Agreement.
5. In all other respects the terms and conditions of the Amalgamation
Agreement are hereby confirmed as being in full force and effect.
IN WITNESS WHEREOF the parties have caused this agreement to be executed as of
the date first above written.
ACCEL FINANCIAL GROUP LTD.
By: XX Xxxx
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Name
802685 ALBERTA LTD.
By: Xxxx X. Xxxx
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Name
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T&W FINANCIAL SERVICES COMPANY, L.L.C.
By: Xxxx X. Xxxx
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Name