RBC LOGO ROYAL BANK OF CANADA
COMMERCIAL FINANCIAL SERVICES
0000 XXXXXXXXX XXXXX 0XX XXXXX
XXXXXXXXXXX, XXXXXXX X0X 0X0
TEL.: (000) 000-0000
FAX: (000) 000-0000
September 2, 0000
XXXXXXX XXX XXXXXXXXXXXX
XXX XXXXXX INC.
000 Xxxxxx Xxxxxxxx
Xxxxxxx, Xxxxxxx
X0X 0X0
We refer to the agreement dated March 2, 0000 xxxxxxx XXX Xxxxxx Inc., as the
Borrower, and Royal Bank of Canada, as the Bank, (the "AGREEMENT").
All capitalized terms not otherwise defined herein shall have the meaning
ascribed to them in the Agreement.
The Agreement is amended as follows:
1. Under the Credit Facilities section, the amount of Facility #1 is amended by
deleting "$2,500,000" and by substituting "$750,000".
2. Under the Availability section, Facility #1 is amended by deleting "June 30,
2008" and by substituting "June 30, 2009".
3. Under the Financial Covenants section, subparagraphs a) ii. Is amended and
restated as follows:
ii. Tangible Net Work of at least $1,100,000.
4. Schedule "D" Compliance Certificate is amended and replaced as attached.
CONDITIONS PRECEDENT
The effectiveness of this amendment is conditional upon receipt of a duly
executed copy of this amending agreement.
COUNTERPART EXECUTION
This amending agreement may be executed in any number of counterparts and by
different parties in separate counterparts, each of which when so executed shall
be deemed to be an original and all of which taken together constitute one and
the same instrument.
All other terms and conditions outlined in the Agreement remain unchanged and in
full force and effect.
This amending agreement is open for acceptance until October 2, 2008, after
which date it will be null and void, unless extended in writing by the Bank.
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(R) Registered Trademark of Royal Bank of Canada
SRF #000 000 000
XXX Xxxxxx Inc. -2- September 2, 0000
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XXXXX XXXX XX XXXXXX
PER:____________________
Name: Xxxx Xxxxxxxxx
Title: Account Manager
Agreed to and accepted this ______ day of ____________, 2008.
ESW CANADA INC.
PER:____________________
Name:
Title:
PER:____________________
Name:
Title:
I/We have the authority to bind the Borrower
SCHEDULE D
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Schedule "D" to the Agreement dated March 2, 0000 xxxxxxx XXX Xxxxxx Inc., as
Borrower, and Royal Bank of Canada, as the Bank.
COMPLIANCE CERTIFICATE
I, ___________________________________, representing the Borrower hereby certify
as of month ending___________________________:
1. I am familiar with and have examined the provisions of the Agreement dated
March 2, 2007 and any amendments thereto, between ESW Canada Inc., as Borrower,
and Royal Bank of Canada as the Bank, and have made reasonable investigations of
corporate records and inquiries of other officers and senior personnel of the
Borrower and any Guarantor if applicable. Terms defined in the Agreement have
the same meanings where used in this certificate.
2. The representations and warranties contained in the Agreement are true and
correct.
3. No event or circumstance has occurred which constitutes or which, with the
giving of notice, lapse of time, or both, would constitute an Event of Default
and there is no reason to believe that during the next month, any such event or
circumstance will occur.
4. The ratio of Current Assets to Current Liabilities is _______:1, being not
less than the required ratio of 1.5:1.
5. Tangible Net Worth is $____________, being not less than the minimum required
amount of $1,100,000.
6. The detailed calculations of the foregoing ratios and covenants is set forth
in the addendum annexed hereto and are true and correct in all respects.
Dated this _____ day of _____________, 20___.
Per: ______________________________
Name: ______________________________
Title: _____________________________
Per: ______________________________
Name: ______________________________
Title: ______________________________
