EXHIBIT 2.18
AMENDMENT AGREEMENT
Xxxxx Xxxxxx International Finance B.V.
Xxxxx Xxxxxx Industries N.V.
Xxxxx Fargo HSBC Trade Bank, National Association
Standby Loan Agreement dated 20 July 2000 as amended, novated
and restated from time to time
The Xxxxxxx Xxxxx
0 Xxxxxxx Xxxxxx
Xxxxxx XXX 0000
Tel 00 0 0000 0000
Fax 00 0 0000 0000
xxx.xxx.xxx.xx
(C) Copyright Allens Xxxxxx Xxxxxxxx 2004
AMENDMENT AGREEMENT Allens Xxxxxx Xxxxxxxx
TABLE OF CONTENTS
1. DEFINITIONS AND INTERPRETATION 1
1.1 Definition 1
1.2 Facility Agreement definitions 1
1.3 Interpretation 1
2. AMENDMENT 1
3. REPRESENTATIONS AND WARRANTIES 2
3.1 Representations and warranties 2
3.2 Reliance 2
4. BORROWER'S ACKNOWLEDGEMENT 2
5. EXPENSES 2
6. STAMP DUTIES 2
7. GOVERNING LAW AND JURISDICTION 2
8. COUNTERPARTS 3
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AMENDMENT AGREEMENT Allens Xxxxxx Xxxxxxxx
DATE
PARTIES
1. XXXXX XXXXXX INTERNATIONAL FINANCE B.V. incorporated in the
Netherlands, having its statutory seat at Amsterdam, The Netherlands
of Strawinskylaan 3077, 1077 ZX Amsterdam, The Netherlands (the
BORROWER);
2. XXXXX XXXXXX INDUSTRIES N.V. incorporated in the Netherlands, having
its statutory seat at Amsterdam, The Netherlands of Strawinskylaan
3077, 1077 ZX Amsterdam, The Netherlands (JHINV); and
3. XXXXX FARGO HSBC TRADE BANK, NATIONAL ASSOCIATION of 000 Xxxxx Xxxxx
Xxxxxx, Xxxxx 000, Xxx Xxxxxxx XX 00000 XXX (the LENDER).
RECITALS
A The Borrower, JHINV and the Lender are parties to a Standby Loan
Agreement dated 20 July 2000, as amended, novated and restated on 27
August 2001 and further amended and novated on 16 December 2002 (the
FACILITY AGREEMENT).
B The parties to this Agreement have agreed that the Facility
Agreement be further amended on the terms set out in this Agreement.
IT IS AGREED as follows.
1. DEFINITIONS AND INTERPRETATION
1.1 DEFINITION
The following definition applies unless the context requires otherwise.
EFFECTIVE DATE means 30 April 2004.
1.2 FACILITY AGREEMENT DEFINITIONS
Unless otherwise defined in this Agreement the terms defined in the
Facility Agreement have the same meaning when used in this Agreement.
1.3 INTERPRETATION
Clauses 1.2 and 1.3 of the Facility Agreement apply to this Agreement as
if set out in full.
2. AMENDMENT
With effect from the Effective Date, the Facility Agreement shall be
amended as follows:
(a) (RECITAL A) In Recital, "US$15,000,000" is deleted and replaced with
"US$30,000,000".
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AMENDMENT AGREEMENT Allens Xxxxxx Xxxxxxxx
(b) (CLAUSE 1.1) In the definition of COMMITMENT, "US$15,000,000" is
deleted and replaced with "US$30,000,000".
3. REPRESENTATIONS AND WARRANTIES
3.1 REPRESENTATIONS AND WARRANTIES
The Borrower and JHINV each represent and warrant for the benefit of the
Lender that:
(a) the representations and warranties set out in clause 16.1 of the Facility
Agreement are true and correct in relation to it on and as of the date of
this Agreement and the Effective Date as though they had been made at each
such date in respect of the facts and circumstances then subsisting; and
(b) no Event of Default is subsisting or will be subsisting immediately before
or following the novations and amendment contemplated by this Agreement.
3.2 RELIANCE
The Borrower and JHINV each acknowledge that the Lender has entered into
this Agreement in reliance on the representations and warranties in clause
3.1.
4. BORROWER'S ACKNOWLEDGEMENT
The Borrower acknowledges that it shall continue to be bound by and will
comply with the provisions of the Facility Agreement which are expressed
to be binding on it.
5. EXPENSES
The Borrower shall reimburse the Lender for its costs and expenses of and
relating to the preparation, execution and completion of, or the
enforcement of, or preservation of any rights under, this Agreement,
including legal costs and expenses on a full indemnity basis.
6. STAMP DUTIES
The Borrower shall pay all stamp, transaction, registration, financial
institutions, bank account debit and other duties and taxes (including
fines and penalties) which may be payable or determined to be payable in
relation to the execution, delivery, performance or enforcement of this
Agreement or any payment or receipt or other transaction contemplated by
this Agreement.
7. GOVERNING LAW AND JURISDICTION
This Agreement is governed by the laws of New South Wales. Each party
submits to the non-exclusive jurisdiction of courts exercising
jurisdiction there.
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8. COUNTERPARTS
This Agreement may be executed in any number of counterparts. All
counterparts together will be taken to constitute one instrument.
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AMENDMENT AGREEMENT Allens Xxxxxx Xxxxxxxx
EXECUTED as an agreement.
Each attorney executing this Agreement states that he has no notice of
revocation or suspension of this power of attorney.
SIGNED for
XXXXX XXXXXX INTERNATIONAL FINANCE B.V. by
its attorney in the presence of:
/s/ Jeroen Stultiens /s/ Folkert H Zwinkels
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Witness Signature Attorney Signature
Jeroen Stultiens Folkert H Zwinkels
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Print Name Print Name
SIGNED for
XXXXX XXXXXX INDUSTRIES N.V. by its attorney in
the presence of:
/s/ Xxxxx Xxxxxxxxx /s/ Xxxxx Xxxxxxx
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Witness Signature Attorney Signature
Xxxxx Xxxxxxxxx Xxxxx Xxxxxxx
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Print Name Print Name
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AMENDMENT AGREEMENT Allens Xxxxxx Xxxxxxxx
SIGNED for
XXXXX FARGO HSBC TRADE BANK, NATIONAL
ASSOCIATION by its authorised officer:
/s/ Xxxxxx X. Xxxx
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Signature
Xxxxxx X. Xxxx
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Print Name
Vice President, Relationship Manager
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Title/Position
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