Exhibit 2.7
AMENDMENT AGREEMENT TO
SUPPORT AGREEMENT
This amendment agreement (the "Amendment Agreement") is entered into as of
January 22, 2002, among ASPi Europe, Inc. ("Pubco"), a Delaware Corporation,
GrowthExperts Group Inc. ("Amalco"), an Alberta corporation and ▇▇▇▇▇ ▇▇▇
("Dow"), as representative of the holders of Exchangeable Shares in the capital
of Amalco.
WHEREAS:
A. Pursuant to the terms of a support agreement (the "Support Agreement") dated
June 11, 2001 between Pubco, ASPi Alberta Holdings Inc. (the "Acquiror") and
GrowthExperts Group Inc. (then a predecessor by way of amalgamation to Amalco)
(the "Target") the parties provided for and established a procedure whereby
Pubco would take certain actions and make certain payments and deliveries as
necessary to ensure that Amalco would be able to satisfy the obligations of
Amalco to all person who became holders of Exchangeable Shares in the share
capital of Amalco pursuant to the special rights and restrictions attached to
such Exchangeable Shares with respect to the payment and satisfaction of
dividends, liquidation amounts, retraction prices and redemption prices.
B. On December 6, 2001 Amalco filed an assignment into bankruptcy and therefore
the parties to the Support Agreement and Amalco have deemed it to be in the best
interests of all parties concerned that the Support Agreement and the rights and
restrictions attached to Exchangeable Shares be terminated;
C. Pursuant to section 3.3 of the Support Agreement, the Support Agreement could
only be amended or modified by an agreement in writing executed by Amalco and
Pubco and approved by 66.67% of the votes cast by the holders of Exchangeable
Shares at a meeting called for that purpose;
D. At a meeting of the holders of Exchangeable Shares held on January 22, 2002
votes cast by holders of Exchangeable Shares in person and/or by proxy totalling
in excess of 66.67% of such votes cast at the meeting approved an amendment to
the Support Agreement as provided for herein;
NOW THEREFORE, this Agreement witnesses that in consideration of the mutual
covenants and agreements contained in this amending agreement and for other good
and valuable consideration (the receipt and sufficiency of which are hereby
acknowledged), the parties hereby agree as follows:
1. Capitalized terms used herein and not otherwise defined herein shall have the
meanings given them in the Support Agreement.
2. The Support Agreement is amended by adding thereto a section 3.3.1 as
follows:
"3.3.1 Termination
This Agreement may be terminated at the sole option of Pubco without
any approval of Amalco (or its successors), or the holders of
Exchangeable Shares, upon the institution of any proceedings to
adjudicate Amalco a bankrupt or insolvent and upon such termination
this Agreement shall be rendered null and void, ab initio".
3. Save as hereby the amended the terms and conditions of the Support Agreement
remain unchanged.
4. This Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and permitted assigns and to the holders
of Exchangeable Shares.
5. This Agreement shall be construed and enforced in accordance with the laws of
the Province of British Columbia and the federal laws of Canada applicable
therein.
6. This Agreement may be executed in several counterparts, each of which shall
be deemed an original and all of which shall be taken together to constitute one
and the same instrument.
IN WITNESS WHEREOF the parties hereby have caused this Amendment Agreement to be
duly executed as of the date and year first above written.
ASPi EUROPE, INC.
per:
"▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇"
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Authorized Signatory
GROWTHEXPERTS GROUP INC.
per:
"▇▇▇▇▇ ▇▇▇"
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Authorized Signatory
As duly appointed authorized representative of the holders of Exchangeable
Shares the undersigned does hereby consent to and agree to the amendments
contained herein.
"▇▇▇▇▇ ▇▇▇"
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