EXHIBIT 4.65
November 24, 0000
Xxxx Xxxxxx Mining Corporation
Suite 501 -- 535 Xxxxxxx Street
Vancouver, B.C. V6E 3L2
Falls Mountain Coal Inc.
Xxxxx 000 -- 000 Xxxxxxx Xxxxxx
Xxxxxxxxx, X.X. X0X 0X0
Pine Valley. Coal Ltd.
Xxxxx 000 -- 000 Xxxxxxx Xxxxxx
Xxxxxxxxx, X.X. X0X 0X0
Attention: Xx. Xxxx Xxxx and Xx. Xxxxxx Xxxxxxxxx
Dear Sirs:
RE: FIRST AMENDING AGREEMENT
ROYAL BANK ASSET BASED FINANCE, A DIVISION OF ROYAL BANK OF CANADA
(THE "BANK"): CREDIT FACILITY IN FAVOUR OF PINE VALLEY MINING CORPORATION,
FALLS MOUNTAIN COAL INC., AND PINE VALLEY COAL LTD.
(COLLECTIVELY, THE "BORROWER")
Pursuant to a credit agreement issued by the Bank to the Borrower on September
8, 2005, and accepted by the Borrower on September 8, 2005, (the "Credit
Agreement"), the Bank established certain credit in favour of the Borrower on
the terms and conditions set out therein.
The Borrower and the Bank wish to amend the Credit Agreement in the manner set
forth herein.
INTERPRETATION
All words and expressions defined in the Credit Agreement have the same meaning
when used herein. Reference to the Credit Agreement includes amendments thereto
from time to time including the amendments made by this amending agreement. All
references herein to sections of or schedules to an agreement other than this
amending agreement are to sections of and schedules to the Credit Agreement,
unless otherwise expressly stated. Clause headings are for reference only.
EFFECTIVE DATE
The provisions of the Credit Agreement shall be amended as set out in this
amending agreement as of the date of this amending agreement.
AGREEMENTS AND AMENDMENTS
Schedule A to the Credit Agreement shall be amended by adding paragraph (j) in
the definition of "Eligible Inventory" as follows:
"(j) and such saleable coal will be limited, for coal located at the Willow
Creek Project site, to a maximum of 90,000 metric tonnes;"
REPRESENTATIONS AND WARRANTIES
The Borrower represents and warrants to the Bank that the representations and
warranties made by the Borrower in the Credit Agreement are true and correct on
and as of the date hereof; with the same effect as if those representations and
warranties had been made on and as of the date hereof except to the extent such
representations and warranties are not true and correct as previously disclosed
to the Bank.
The Borrower further represents and warrants to the Bank as follows:
1. it has full power and authority to enter into, give and perform this
amending agreement;
2 the entering into and performance by it of this amending agreement has been
duly authorized by all necessary action and will not violate or conflict
with its constating documents or any amendments thereto or any provision of
any agreement, indenture or arrangement to which it is a party or is bound;
3. this amending agreement is, and each of the Credit Documents continue to
be, a valid and legally binding obligation enforceable against the Borrower
in accordance with its terms; and
4 no Event of Default has occurred and is continuing except such events of
default as have been previously disclosed to the Bank.
MISCELLANEOUS
With the exception of the foregoing amendments, the Credit Agreement shall
continue in full force and effect unamended.
This amending agreement may be executed in any number of counterparts and by
separate parties in different counterparts, each of which shall be an original
and all of which when taken together shall constitute one and the same
agreement.
Please indicate your acceptance of this amending agreement by signing and
returning the enclosed duplicate copy of this letter.
Yours truly,
ROYAL BANK ASSET BASED FINANCE,
a division of ROYAL BANK OF CANADA
By: /s/ Xxx Xxxxxxxxxx
-------------------------------
Name: Xxx Xxxxxxxxxx
Title: Senior Manager Underwriting
WE ACKNOWLEDGE AND ACCEPT the terms and conditions of this Amending Agreement.
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PINE VALLEY MINING FALLS MOUNTAIN COAL INC.
CORPORATION
By: /s/ Xxxxxx Rip /s/ Xxxxxx Rip
----------------------------------- --------------------------------------
Name: Xxxxxx Rip Name: Xxxxxx Rip
Title: VP Finance and CFO Title: Secretary
I have the authority to bind the Corporation. I have the authority to bind the Corporation.
SUITE 501 -- 000 XXXXXXX XXXXXX XXXXX 000 -- 535 XXXXXXX STREET
VANCOUVER, B.C. V6E 3L2, XXXXXXXXX, X.X. X0X 0X0,
FAX NO. 000.000.0000 FAX NO. 000.000.0000
E-MAIL ADDRESS E-MAIL ADDRESS
XXXX@XXXXXXXXXXXXXX.XXX XXXX@XXXXXXXXXXXXXX.XXX
PINE VALLEY COAL LTD.
By: /s/ Xxxxxx Rip
-----------------------------------
Name: Xxxxxx Rip
Title:
I have the authority to bind the Corporation.
SUITE 501 -- 000 XXXXXXX XXXXXX
XXXXXXXXX, X.X. X0X 0X0,
FAX NO. 000.000.0000
E-MAIL ADDRESS
XXXX@XXXXXXXXXXXXXX.XXX
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CONSENT
The undersigned hereby acknowledge and consent to the amendment of the Credit
Agreement pursuant to this amending agreement and confirm that all security
provided pursuant to the Credit Agreement and other documents contemplated by
the Credit Agreement to which it is a party, continue in full force and effect,
notwithstanding the amendment to the Credit Agreement.
Accepted as of the 30th day of November, 2005
GLOBALTEX GOLD MINING CORP.
By: /s/ Xxxxxx Rip
-----------------------------------
Name: Xxxxxx Rip
Title: Secretary
I have the authority to bind the Corporation.
SUITE 501 -- 000 XXXXXXX XXXXXX
XXXXXXXXX, X.X. X0X 0X0,
FAX NO. 000.000.0000
E-MAIL ADDRESS
XXXX@XXXXXXXXXXXXXX.XXX
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