Exhibit 2.2
AMENDMENT TO GENERAL SECURITY AGREEMENT
THIS AGREEMENT dated the 18th day of May, 2004.
AMONG:
MITSUI MATSUSHIMA CANADA LTD., a company incorporated
pursuant to the laws of British Columbia and with an address
for notices at 1600 - 777 Dunsmuir Street, Box 00000 Xxxxxxx
Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0
(hereinafter called "Mitsui")
AND:
FALLS MOUNTAIN COAL INC., a company incorporated under the
laws of the Province of British Columbia and having its head
office at Suite 501 - 000 Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx
Xxxxxxxx, X0X 0X0
and
PINE VALLEY COAL LTD., a corporation incorporated under the
laws of Alberta and having its head office in British
Columbia at Suite 501 - 535 Xxxxxxx Street, Vancouver,
British Columbia, V6E 3L2
(Falls Mountain Coal Inc. and Pine Valley Coal Ltd.,
collectively, the "Debtor")
WHEREAS:
A. The Debtor is indebted to Mitsui pursuant to the agreement entitled
"Amended and Restated Agreement for the Sale & Purchase of Joint Venture
Interest" dated March 10, 2004, among, inter alia, the Debtor and Mitsui (the
"Mitsui Agreement") as the same may be amended, extended, renewed, replaced,
restated and in effect from time to time;
B. The Debtor has pursuant to a General Security Agreement dated January 6,
2004, (the "Mitsui Security Agreement") granted certain security to Mitsui to
secure its debts, liabilities and obligations under or pursuant to the Mitsui
Agreement;
C. Marubeni Corporation (herein "Marubeni") has agreed to make available to
Debtor a loan facility pursuant to the agreement entitled "Coal Purchase and
Financing Agreement" dated May, 18, 2004, among, inter alia, the Debtor and
Marubeni, as the same may be amended, extended, renewed, replaced, restated and
in effect from time to time (the "Marubeni Agreement") and the Debtor has agreed
to grant certain security to Marubeni (the "Marubeni Security Agreement") to
secure its debts, liabilities and obligations under or pursuant to the Marubeni
Agreement;
D. Mitsui and Marubeni (collectively, the "Lenders") and the Debtor have
agreed to enter into a Inter-Creditor Agreement, which contemplates that the
Mitsui Security Agreement and the Marubeni Security agreement will contain a
cross default provision;
E. The Debtor has agreed to enter into this agreement in order to amend the
Mitsui Security Agreement by including a cross default provision and to up-date
the Schedule "B" to the Mitsui Security Agreement.
NOW THEREFORE WITNESSETH that for valuable consideration (the receipt and
sufficiency of which are hereby acknowledged by each of the parties hereto), the
parties hereto hereby agree as follows:
1. INCORPORATED DEFINITIONS
In this Agreement, except as expressly provided or as the context otherwise
requires, capitalized terms will have the meanings given to them in the Mitsui
Security Agreement.
2. AMENDMENT OF MITSUI SECURITY AGREEMENT
2.1 CROSS DEFAULT PROVISION
The Debtor hereby agrees, as an amendment of the Mitsui Security Agreement, that
it shall be an event of default under the Mitsui Security Agreement if the
Debtor is in default under any agreement granting a charge on any of the
Collateral in favour of Marubeni, its successors and assigns, or if Marubeni,
its successor or assigns do anything to enforce or realize on any such charge.
2.2 UP-DATED SCHEDULE "B"
The Debtor hereby agrees that the Schedule "B" to the Mitsui Security Agreement
be deleted and the Schedule "B" attached to this Amendment to General Security
Agreement (the "Agreement") be substituted in its place.
3. AFFIRMATION OF MITSUI SECURITY AGREEMENT
The Companies hereby affirm all of the terms and conditions of the Mitsui
Security Agreement as amended by this Agreement.
4. COUNTERPARTS
This Agreement may be executed and delivered in any number of counterparts with
the same effect as if all parties had all signed and delivered the same document
and all counterparts will be construed together to be an original and will
constitute one and the same agreement.
5. DELIVERY BY FAX
Any party may deliver an executed copy of this Agreement by fax.
IN WITNESS WHEREOF the parties hereto have executed this Agreement the day and
year first above written.
FALLS MOUNTAIN COAL INC.
Per:
---------------------
Authorized Signatory
PINE VALLEY COAL LTD.
Per:
---------------------
Authorized Signatory
MITSUI MATSUSHIMA CANADA LTD.
Per:
---------------------
Authorized Signatory
SCHEDULE "B"
Coal Licenses and Coal Leases
I. LICENSOR
British Columbia Provincial Crown
II. LICENSES AND LEASES
A. Pine Valley Coal Ltd.
COAL TENURE NO. MAP NUMBER WORK STATUS AREA
LICENSE NO./ RECORDED TO (G.S. - GOOD (HA)
TENURE NUMBER STANDING)
1. 8574 327312 093O09W 2005.03.31 G.S. 2005.03.31 293
2. 8575 327313 093O09W 2005.03.31 G.S. 2005.03.31 293
3. 8576 327314 093O09E 2005.03.31 G.S. 2005.03.31 293
4. 8577 327316 093O09W 2005.03.31 G.S. 2005.03.31 293
5. 8578 327318 093O09W 2005.03.31 G.S. 2005.03.31 293
6. 8579 327320 093O09W 2005.03.31 G.S. 2005.03.31 293
7. 8580 327321 093O09W 2005.03.31 G.S. 2005.03.31 293
8. 347214 347214 093O09W 2005.03.31 G.S. 2005.03.31 292
9. 347215 347215 093O09E 2005.03.31 G.S. 2005.03.31 293
10. 347216 347216 093O09E 2005.03.31 G.S. 2005.03.31 293
11. 347217 347217 093O09E 2005.03.31 G.S. 2005.03.31 293
12. 347218 347218 093O09E 2005.03.31 G.S. 2005.03.31 293
13. 389294 389294 093O09E 2005.03.31 G.S. 2005.03.31 6151
B. Falls Mountain Coal Inc.
COAL TENURE NO. MAP NUMBER WORK STATUS AREA
LICENSE NO./ RECORDED TO (G.S. - GOOD (HA)
TENURE NUMBER STANDING)
1. 409343 409343 093O09W 2005.04.07 G.S. 2005.04.07 293
2. 409344 409344 093O09W 2005.04.07 G.S. 2005.04.07 293
3. 409345 409345 093O09W 2005.04.07 G.S. 2005.04.07 293
4. 409346 409346 093O09W 2005.04.07 G.S. 2005.04.07 293
5. 409347 409347 093O09W 2005.04.07 G.S. 2005.04.07 293
6. 409348 409348 093O09W 2005.04.07 G.S. 2005.04.07 293
7. 409349 409349 093O09W 2005.04.07 G.S. 2005.04.07 293
8. 409350 409350 093O09W 2005.04.07 G.S. 2005.04.07 293
9. 409351 409351 093O09W 2005.04.07 G.S. 2005.04.07 293
10. 409352 409352 093O09W 2005.04.07 G.S. 2005.04.07 292
Together with any other coal licenses or coal leases acquired after the date
hereof by Pine Valley Coal Ltd. or Falls Mountain Coal Inc.
