EXHIBIT 10.(ii)(a)
Exhibit 10.(ii)(a) Amendment Between ADM AGRI-INDUSTRIES, LTD. and Riverside
Grain Products, Inc. Dated May 22, 1998
ADDENDUM
THIS ADDENDUM is made this 22 day of May, 1998, by and among ADM Agri-
Industries, Ltd., a corporation incorporated under the laws of Ontario
("Vendor"), Riverside Grain Products, Inc., a corporation incorporated under the
laws of Ontario ("Purchaser"), and Southern Ventures, Inc., a corporation
incorporated under the laws of Alberta ("SVI).
WITNESSETH:
WHEREAS, the parties entered into that certain agreement made as of
November 11, 1997 relative to Vendor's starch and gluten manufacturing facility
and adjacent Saskatchewan Wheat Pool #8 facility located in Thunder Bay, Ontario
(the "Agreement"); and
WHEREAS, the parties desire to amend the Agreement.
NOW, THEREFORE, in consideration of the remises, the mutual covenants as
set forth in this Addendum, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties agree as
follows:
1. Capitalized terms not otherwise defined in this Addendum shall have
the meaning described to them in the Agreement.
2. Section 2,3 of the Agreement is hereby deleted in the entirety and
replaced with the following provision:
The amounts referred to in Section 2.2 shall be paid in
installments by wire transfer of funds on the dates and in the amounts set out
in Schedule "F" to Vendor's account at the Bank of Montreal in Xxxxxxx, Xxxxxxx,
account number ###-###-### or such other accounts as Vendor may from time to
time designate in writing. Notwithstanding the foregoing, SVI represents that
it is using its best efforts to obtain refinancing, including the relating to
Purchaser, and if the such refinancing is obtained, Purchaser shall pay Vendor
the balance of the purchase price, plus accrued interest, within thirty (30)
days of finalizing such refinancing.
3. Exhibit "F" to the Agreement is hereby deleted in its entirety and
replaced with Schedule "F" as attached to this Addendum.
4. The following provision shall be added as Section 9.8 of the
Agreement:
Vendor's Repairs. Within a reasonable time following receipt of
notice from Purchaser that operations at the Facilities have been commenced and
Purchaser desires the repairs be made, Vendor, at its expense, shall make the
following repairs and/or replacements:
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(i) dextrinizer repair;
(ii) replace fire escape stairs (and other security measures);
(iii) replace P&S dryer steam coils;
(iv) replace emergency lighting system; and
(v) repair P5000
Purchaser and SVI acknowledge that, subject to making the above-stated repairs
and/or replacements, Vendor's representations and warranties as set forth in the
Agreement shall be deemed true and correct in all material respects and shall
expire effective as of the date of this Addendum.
5. In the event of a conflict between the terms of this Addendum and
the terms of the Agreement, the terms of this Addendum shall control.
6. Except as modified by this Addendum, the terms of the Agreement
remain unchanged and in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Addendum, this 22 day of
May, 1998.
ADM AGRI-INDUSTRIES, LTD.
BY: Xxxxx Xxxxx
ITS:
RIVERSIDE GRAIN PRODUCTS, INC.
BY: Xxxxxx Xxxxxxxx
ITS: President
SOUTHERN VENTURES, INC.
BY: Xxxxx X. Xxxxxx
ITS: CEO
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SCHEDULE F
DATES AND AMOUNTS OF INSTALLMENT PAYMENTS
ATTACHED TO AND FORMING PART OF THE AGREEMENT AMONG
ADM AGRI-INDUSTRIES, LTD., RIVERSIDE GRAIN PRODUCTS, INC. AND
SOUTHERN VENTURES, INC. DATED NOVEMBER 11, 1997
November 19, 1997 $47,206
December 19, 1997 $56,648
December 1, 1998 $62,942*
January 1, 1999 $562,942*
February 1, 1999 $62,942*
March 1, 1999 $62,942*
April 1, 1999 $62,942*
May 1, 1999 $62,942*
June 1, 1999 $62,942*
July 1, 1999 $62,942*
August 1, 1999 $62,942*
September 1, 1999 $62,942*
October 1, 1999 $62,942*
November 1, 1999 $65,460*
December 1, 1999 $65,460*
January 1, 2000 $65,460*
February 1, 2000 $565,460*
March 1, 2000 $65,460*
April 1, 2000 $65,460*
May 1, 2000 $65,460*
June 1, 2000 $62,942*
July 1, 2000 $62,942*
August 1, 2000 $62,942*
September 1, 2000 $62,942*
October 1, 2000 $546,666*
All amounts expressed in U.S. Dollars
*Plus interest at the "prime rate" as from time to time reflected in the Wall
Street Journal calculated from November 19, 1998.
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