AMENDMENT AGREEMENT No.1 TO JOINT VENTURE AGREEMENT
AMENDMENT
AGREEMENT No.1 TO JOINT VENTURE AGREEMENT
THIS
AMENDING AGREEMENT No. 1 (this "Agreement") dated as of May 9, 2007 is among
BUFFALO RIVER DENE DEVELOPMENT CORPORATION ("BRDDC") and ACCESS-ENERGY INC.
(“Access Energy”).
WITNESSETH
WHEREAS,
BRDCC and Access Energy (collectively the "Parties") are parties to a Joint
Venture Agreement dated November 30, 2006 (the "JV Agreement");
WHEREAS,
as a result of, among other things, the Parties wish to amend the JV Agreement
in order to properly reflect their current agreement with respect to the matters
addressed herein; and
NOW
THEREFORE, in consideration of the premises and the mutual agreements contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:
Section
1.1, Definitions.
Capitalized terms used herein (including in the recitals above) without
definition and which are defined in the JV Agreement are used herein with the
respective meanings given such terms in the JV Agreement;
Section
3.2, Obliqations.
The
Parties agree that the following amendment shall become effective automatically
and without any further action by any Party:
The
text
of Section 3.2 is deleted in its entirety and is replaced with the following
text:
"It
is
acknowledged by BRDDC and Access that this Agreement is binding on both Parties.
This Agreement is not to be interpreted as an Impact Benefit Agreement (IBA).
Furthermore, it is acknowledged by Access that this Agreement is not a waiver
or
a release by BRDN of any third party asserting an interest in the subject matter
of this Agreement to abridge or replace any legal requirement, duty, convention
or practice of the Federal, Provincial or any municipal government to consult
with BRDN as required under:
1. practice;
2. convention;
3. the
common law;
4. duty
to
consult;
5. honourable
dealing;
6. the
constitutional laws of BRDN and the constitutional laws of Canada;
7. statutory
law and regulations and requirements including land claims, specific claims
or
TLE settlement agreements;
8. regulatory
requirements including the regulatory duty to consult; and
9. any
other
understanding, practice or law."
Section
14, Exclusivity.
The
Parties agree that Section 14 entitled "Exclusivity" shall be added to the
JV
Agreement and shall become effective automatically and without any further
action by any Party.
The
text
of Section 14 will read as follows:
"Without
limiting anything herein, including s.2.1, each of the Parties agrees that
it
will not, during the term of this Agreement, enter into any agreement or
negotiations relating to the financing, development, construction, operation
or
management of any like project which may be competitive with the A10 Project."
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed on the date first above written.
ACCESS
ENERGY INC.
By:
/s/
Xxxx
Xxxxxxxxx
Name:
Xxxx Xxxxxxxxx
Title:
President
BUFFALO
RIVER DENE DEVELOPMENT CORPORATION
By:
/s/
Xxxxx
X. Chanalquay
Name:
Xxxxx Chanalquay
Title:
President
