ATB Corporate Financial Services 300,239 — 8th Avenue SW | Calgary, Alberta | T2P 1B9
Exhibit 10.10.1
ATB Corporate Financial Services | 300,239 — 8th Avenue SW | Calgary, Alberta | X0X 0X0 |
Xxxxxxx 00, 0000
Xxxxxxxx Supply ULC.
1600 000 0xx Xxxxxx X.X.
Xxxxxxx, Xxxxxxx
X0X 0X0
1600 000 0xx Xxxxxx X.X.
Xxxxxxx, Xxxxxxx
X0X 0X0
Attention: Xxx Xxxxxxxx
Dear Sir:
We refer to our Letter Agreement dated May 17, 2007 (the “Original Letter
Agreement”), between Midfield Supply ULC (the “Borrower”) and Alberta Treasury
Branches (the “Lender”), and confirm our agreement to make the amendments described
below, subject to the following terms and conditions. Capitalized terms used herein
without definition shall have the meeting given to them in the Original Letter
Agreement.
1. AMENDMENTS
Lender confirms that section 8(e) of the Original Letter Agreement is hereby
deleted in its entirety and replaced with the following:
“(e) a Loan Party will not make any Distributions or any payments to persons having
an Equity Interest in Borrower (except a Distribution by a Subsidiary to Borrower),
and will not create or suffer to exist any encumbrance or restriction on the
ability of a Subsidiary to make any Distribution to Borrower, except for
restrictions under applicable law, provided, however, that Borrower may pay Bonuses
to its employees, pay dividends to persons having an Equity Interest in Borrower,
pay principal and interest to persons having an Equity Interest in Borrower who are
holders of Shareholders’ Notes and pay interest to Red Man on Class R Note; but
only if no Default or Event of Default exists at the time of making such payment
and no Default or Event of Default would occur as a consequence of the making of
such payment, and provided further, that in the case of payments of dividends or
payments of principal or interest on Shareholders’ Notes, that the persons
receiving such dividends or holding such Shareholders’ Notes have entered into a
subordination agreement on terms acceptable to Lender; ”
2. CONDITIONS PRECEDENT
This amendment to the Original Credit Agreement is conditional upon receipt of: a
duly executed copy of this agreement.
3. REPRESENTATIONS AND WARRANTIES
Borrower represents and warrants to Lender that:
(a) | the execution, delivery and performance by Borrower of this agreement has been duly authorized by all necessary actions and does not violate Borrower’s governing documents or any applicable laws or agreements to which Borrower is subject or by which Borrower is bound; and |
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ATB Corporate Financial Services | 300,239 — 8th Avenue SW | Calgary, Alberta | X0X 0X0 |
(b) | the obligations of Borrower under the Original Letter Agreement, as amended hereby, and under the Security Documents are legal, valid and binding obligations of Borrower enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and other similar laws affecting creditors’ rights generally. |
4. | MISCELLANEOUS |
(a) | This amending agreement shall be governed by the laws of the Alberta. | ||
(b) | 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. | ||
(c) | All terms and provisions of the Original Letter Agreement, except as amended hereby, remain in full force and effect. |
5. | ACCEPTANCE |
This offer is open for acceptance until October 19, 2007, after which date it will
be null and void, unless extended in writing by Lender.
Please confirm your acceptance of this amending agreement by signing the attached
copy of this letter in the space provided below and returning it to the undersigned.
Yours truly,
ALBERTA TREASURY BRANCHES | ||||
By: | /s/ Xxxxxx Xxxxxx
|
|||
Authorized Signatory |
We acknowledge and accept the foregoing terms and conditions as of
October, 2007.
MIDFIELD SUPPLY ULC | ||||
Per: |
/s/ Xxx Xxxxxxxx |