RBC LOGO ROYAL BANK OF CANADA
COMMERCIAL FINANCIAL SERVICES
0000 XXXXXXXXX XXXXX 0XX XXXXX
XXXXXXXXXXX, XXXXXXX X0X 0X0
TEL.: (000) 000-0000
FAX: (000) 000-0000
October 11, 0000
XXXXXXX XXX XXXXXXXXXXXX
XXX XXXXXX INC.
000 Xxxxxx Xxxxxxxx
Xxxxxxx, Xxxxxxx
X0X 0X0
ATTENTION: XX. XXXX XXXXXXXX
Dear Sirs:
We refer to the agreement dated March 2, 0000 xxxxxxx XXX Xxxxxx Inc., as the
Borrower, and Royal Bank of Canada, as the Bank, (the "AGREEMENT").
All capitalized terms not otherwise defined herein shall have the meaning
ascribed to them in the Agreement.
The Agreement is amended as follows:
1. Under the Availability section, Facility #1 the second paragraph is amended
and restated as follows:
The Borrower may borrow, repay and reborrow up to the amount of this
facility provided an Event of Default shall not have occurred and be
continuing at the time of any Borrowing. At any time after June 30, 2008,
or such later date as may be agreed upon between the Bank and the Borrower,
any unutilized portion of this facility shall be cancelled by the Bank.
2. Under the Financial Covenants section, subparagraphs a)i. and a)ii. are
amended and restated as follows:
i. a ratio of Current Assets to Current Liabilities of not less than
1.5:1; and
ii. Tangible Net Worth of at least $3,000,000.
3. Schedule "D" Compliance Certificate is amended and replaced as attached.
CONDITIONS PRECEDENT
The effectiveness of this amendment is conditional upon receipt of a duly
executed copy of this amending agreement.
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(R) Registered Trademark of Royal Bank of Canada
SRF #000 000 000
XXX Xxxxxx Inc. -2- October 11, 2007
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COUNTERPART EXECUTION
This amending agreement may be executed in any number of counterparts and by
different parties in separate counterparts, each of which when so executed shall
be deemed to be an original and all of which taken together constitute one and
the same instrument.
All other terms and conditions outlined in the Agreement remain unchanged and in
full force and effect. This amending agreement is open for acceptance until
November 9, 2007, after which date it will be null and void, unless extended in
writing by the Bank.
ROYAL BANK OF CANADA
Per:
-----------------------------
Name: Xxxx Xxxxxxxxx
Title: Account Manager
Agreed to and accepted this ______ day of ____________, 2007.
ESW CANADA INC.
Per:
-----------------------------
Name:
Title:
Per:
-----------------------------
Name:
Title:
I/We have the authority to bind the Borrower
Schedule D
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Schedule "D" to the Agreement dated March 2, 0000 xxxxxxx XXX Xxxxxx Inc., as
Borrower, and Royal Bank of Canada, as the Bank.
COMPLIANCE CERTIFICATE
I, ___________________________________, representing the Borrower hereby certify
as of month ending___________________________:
1. I am familiar with and have examined the provisions of the Agreement dated
March 2, 2007 and any amendments thereto, between ESW Canada Inc., as
Borrower, and Royal Bank of Canada as the Bank, and have made reasonable
investigations of corporate records and inquiries of other officers and
senior personnel of the Borrower and any Guarantor if applicable. Terms
defined in the Agreement have the same meanings where used in this
certificate.
2. The representations and warranties contained in the Agreement are true and
correct.
3. No event or circumstance has occurred which constitutes or which, with the
giving of notice, lapse of time, or both, would constitute an Event of
Default and there is no reason to believe that during the next month, any
such event or circumstance will occur.
4. The ratio of Current Assets to Current Liabilities is _______:1, being not
less than the required ratio of 1.5:1.
5. Tangible Net Worth is $____________, being not less than the minimum
required amount of $3,000,000.
6. The detailed calculations of the foregoing ratios and covenants is set
forth in the addendum annexed hereto and are true and correct in all
respects.
Dated this _____ day of _____________, 20___.
Per: ______________________________
Name: ______________________________
Title: _____________________________
Per: ______________________________
Name: ______________________________
Title: ______________________________
