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EXHIBIT 4.1
AMENDMENT TO SHARE PLEDGE AGREEMENT
This amending agreement dated as of the 18th day of August, 1998
BETWEEN:
STRIKER HOLDINGS (CANADA) INC., a corporation incorporated pursuant to
the laws of Ontario (hereinafter referred to as "Holdings")
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FIRST ONTARIO LABOUR SPONSORED INVESTMENT FUND LTD., a corporation
incorporated pursuant to the laws of Ontario (hereinafter referred to
as "First Ontario")
CONTEXT OF THIS AGREEMENT
A. Holdings and First Ontario entered into a certain share pledge and proxy
arrangement agreement dated as of the 20th day of March, 1998 in respect of the
shares in Striker Paper Canada Inc.
held by Holdings (the "Share Pledge Agreement").
B. Holdings, as of the 20th day of March, 1998, held 11,270,737 common shares in
the capital of Striker Paper Canada Inc.
C. Holdings, as of the date hereof, has agreed to subscribe for additional
common shares of Striker Paper Canada Inc. and to pledge to First Ontario all
the additional common shares to be issued to Holdings pursuant to the equity
financing by Holdings under the same terms and conditional as the common shares
of Striker Paper Canada Inc. held on March 20, 1998.
NOW THEREFORE THIS AGREEMENT WITNESSES THAT, in consideration of the premises,
covenants and agreements herein contained, the parties have mutually agreed upon
certain amendments and revisions to certain terms and conditions contained in
the Share Pledge Agreement and wish to record their said agreements herein.
PART 1.0 - INTERPRETATION
1.1 DEFINITIONS. Except as specifically provided herein to the contrary, all
terms set out herein in initial upper case letters shall have the meanings
ascribed to such terms in the Share Pledge Agreement.
1.2 ALL OTHER TERMS REMAIN UNAMENDED. Except as specifically amended herein, all
other terms, conditions and provisions of the Share Pledge Agreement remain in
full force and effect and unamended.
1.3 INCORPORATION BY REFERENCE. To the extent possible, the provisions of this
agreement shall be interpreted by incorporation into the Share Pledge Agreement
as if recited therein, mutatis mutandis, and any reference to the Share Pledge
Agreement herein shall be a reference to the Share Pledge Agreement as revised
and amended by the terms hereof.
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PART 2.0 - SPECIFIC AMENDMENTS
2.1 DEFINITION OF PLEDGES SHARES. The definition of Pledged Shares in
section 1.1 of the Share Pledge Agreement is deleted in its entirety and
substituted with the following:
"Pledges Shares" means all of the shares in the capital of the
Corporation held by Holdings;
2.2 DELIVERY OF POSSESSION. Section 2.3 of the Share Pledge Agreement is
deleted in its entirety and substituted with the following:
DELIVERY OF POSSESSION. Contemporaneously with the execution and
delivery of this Agreement, and promptly upon the issue or transfer of
any additional Pledged Shares to Holdings, Holdings shall cause share
certificates evidencing the Pledged Shares to be delivered to First
Ontario duly endorsed for transfer into the name of First Ontario and
shall take all steps necessary or desirable to cause the interest of
First Ontario as registered owner of the shares to be duly recorded in
the records of the Corporation and to cause the Corporation to issue
new share certificates representing the Pledged Shares in the name of
First Ontario.
PART 3.0 - ARTICLE THREE - GENERAL MATTERS
3.1 GOVERNING LAW. This amending agreement shall be construed in accordance
with and governed by the laws of the Province of Ontario.
3.2 SUCCESSORS AND ASSIGNS. This amending agreement shall enure to the
benefit of and be binding upon the respective successors and assigns of the
parties hereto.
IN WITNESS WHEREOF the parties have executed this agreement as of the day and
year first above written.
STRIKER HOLDINGS (CANADA) INC.
Per:
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Xxxxxxx Xxxx
FIRST ONTARIO LABOUR SPONSORED
INVESTMENT FUND LTD.
Per:
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Name: Xxx Xxxxxxx
Title: President
