FACTORING AGREEMENT AMENDMENT AGREEMENT
Exhibit
10.48
THIS
AGREEMENT is made as of the 13 day of December, 2007 between WIRELESS AGE
COMMUNICATIONS LTD., a corporation incorporated under the laws of Saskatchewan
(“Wireless Age”), and WIRELESS SOURCE
DISTRIBUTION LTD., a corporation incorporated under the laws of Saskatchewan
(“Wireless Source”), and NEWLOOK INDUSTRIES CORP., a
corporation incorporated under the laws of British Columbia
(“Newlook”), and WIRELESS AGE COMMUNICATIONS, INC., a
corporation incorporated under the laws of Nevada (“WACL”), and
ONLINETEL CORP., a corporation incorporated under the laws of Canada
(“Onlinetel”), and TCE CAPITAL CORPORATION, a corporation
amalgamated under the laws of the Province of Ontario
(“TCE”).
WHEREAS
Wireless Age, Wireless Source , WACL and TCE are parties to a certain factoring
agreement dated as of January 9, 2006 (the “Factoring
Agreement”);
AND
WHEREAS the parties desire to amend the Factoring Agreement to provide for
Newlook to be added as an “Assignor” and Onlinetel to be added as an “Additional
Convenator” within the respective meanings of such terms under the Factoring
Agreement.
NOW
THEREFORE in consideration of the mutual agreements and covenants herein
contained and for other good and valuable consideration now paid by each of
the
parties hereto to the other (the receipt and sufficiency of which are hereby
acknowledged), the parties agree as follows:
1. Newlook
is hereby added as a party to the Factoring Agreement and shall be regarded
in
all respects and for all purposes as an “Assignor” within the meaning of the
Factoring Agreement.
2. Onlinetel
is hereby added as a party to the Factoring Agreement and shall be regarded
in
all respects and for all purposes as an “Additional Covenantor” within the
meaning of the Factoring Agreement.
3. Newlook
and Onlinetel agree to be bound by the provisions of the Factoring Agreement
as
an Assignor and as an Additional Covenantor respectively.
4. This
Agreement, the Factoring Agreement, together with a certain terms letter dated
December 23, 2005 from TCE to Wireless Age and Wireless Source as accepted
by
Wireless Age and Wireless Source and by WACL, as amended by a certain terms
amendment letter dated December 4, 2007 from TCE to Wireless Age, Wireless
Source and Newlook, and the “Security” provided for therein, constitute the
entire agreement between the parties hereto with respect to all matters herein
and therein.
5. The
Factoring Agreement is otherwise confirmed and the terms and conditions thereof
shall continue in full force and effect as amended, modified and supplemented
by
this Agreement. This Agreement shall form part of the Factoring
Agreement and shall be interpreted in accordance with the terms and provisions
of the Factoring Agreement and, for greater certainty, all general provisions
thereof are incorporated herein.
IN
WITNESS WHEREOF the parties hereto have duly executed and delivered this
Agreement as of the date first above written.
TCE
CAPITAL CORPORATION
(TCE)
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WIRELESS
AGE COMMUNICATIONS LTD.
(Wireless
Age)
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BY:
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BY:
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Name:
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Name: Xxxx
Xxxxxxxx
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Title:
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Title: Chief
Financial Officer
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(Authorized
Signing Officer)
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(Authorized
Signing Officer)
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WIRELESS
SOURCE DISTRIBUTION LTD.
(Wireless
Age)
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NEWLOOK
INDUSTRIES CORP.
(Newlook)
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BY:
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BY:
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Name: Xxxx
Xxxxxxxx
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Name: Xxxx
X. Xxxxxxxx
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Title: Chief
Financial Officer
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Title: CEO
and President
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(Authorized
Signing Officer)
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(Authorized
Signing Officer)
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WIRELESS
AGE COMMUNICATIONS, INC.
(WACI)
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ONLINETEL
CORP.
(Onlinetel)
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BY:
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BY:
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Name: Xxxx
Xxxxxxxx
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Name: Xxxxx
Xxxxxxx
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Title: Chief
Financial Officer
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Title: President
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(Authorized
Signing Officer)
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(Authorized
Signing Officer)
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