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EXHIBIT 10.5 THIRD AMENDMENT AGREEMENT
THIS AGREEMENT is dated for reference the 12th day of February, 1999
AMONG:
ACCEL FINANCIAL GROUP LTD., a corporation incorporated under the
laws of Alberta
(the "Corporation")
AND:
802685 ALBERTA LTD., a corporation incorporated under the laws
of Alberta
("Holdco")
AND:
T&W FINANCIAL SERVICES COMPANY L.L.C., a limited liability
company incorporated under the laws of the State of Washington
("T&W")
WHEREAS:
(A) The parties hereto are parties to an amalgamation agreement dated
November 6, 1998, as amended by an amendment agreement dated December 7, 1998,
and a second amendment agreement dated January 29, 1999 (collectively, the
Amalgamation Agreement); and
(B) The parties wish to enter into this Agreement to amend the Amalgamation
Agreement in order to make effective certain amendments that they have agreed
to.
THEREFORE THIS AGREEMENT WITNESSES that the parties agree as follows:
1. The Amalgamation Amendment Agreement is hereby amended by deleting
Section 18(g) and replacing it with the following provision:
"(g) not later than the second Business Day immediately before the
Effective Date, Holdco secures a firm financing commitment sufficient to
permit it to complete the Amalgamation, such commitment to be on terms
and conditions satisfactory to Holdco, acting reasonably;"
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2. The Amalgamation Agreement is hereby amended by deleting Section 18(h)
and replacing it with the following provision:
"(h) not later than the second Business Day immediately before the
Effective Date, Holdco will provide the Corporation with evidence
satisfactory to the Corporation, acting reasonably, of Holdco's ability
to meet the condition described in Section (i); and"
3. The amendments described in Section 1 and Section 2 above, will have the
same force and effect as if originally contained in the Amalgamation Agreement.
4. In all other respects the terms and conditions of the Amalgamation
Agreement are hereby confirmed as being in full force and effect.
IN WITNESS WHEREOF the parties have caused this agreement to be executed as of
the date first above written.
ACCEL FINANCIAL GROUP LTD.
By: XX Xxxx
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Name
802685 ALBERTA LTD.
By: Xxxx X. Xxxx
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Name
T&W FINANCIAL SERVICES COMPANY, L.L.C.
By: Xxxx X. Xxxx
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Name
