between the Borrower or such Affiliate and
Wells Fargo Financial Corporation Canada shall occur; or"
9.
EXHIBIT A.
EXHIBIT A TO THE CREDIT AGREEMENT IS AMENDED AND
RESTATED IN ITS ENTIRETY AND REPLACED WITH EXHIBIT A ATTACHED HERETO.
10.
SCHEDULE 6.2.
SCHEDULE 6.2 TO THE CREDIT AGREEMENT IS AMENDED BY
ADDING THE FOLLOWING PROMISSORY NOTES, SECURED BY ALL OF THE ISSUED AND
OUTSTANDING CAPITAL STOCK OF DECCA CONSULTING, TO THE LIST OF TRADESTAR
SERVICES, INC. CREDITORS:
Creditor
Amount
383210 Alberta Ltd
Cdn $725,000
Dave Hunter Resources Inc.
Cdn $725,000
11.
SCHEDULE 6.3 AND SCHEDULE 6.5.
SCHEDULE 6.3 AND SCHEDULE 6.5 TO
THE CREDIT AGREEMENT IS AMENDED BY ADDING AS PERMITTED LIENS AND GUARANTIES A
GUARANTY BY EACH BORROWER AND A LIEN BY EACH BORROWER IN FAVOR OF WELLS FARGO
FINANCIAL CORPORATION CANADA IN CONNECTION WITH THE DECCA CONSULTING CREDIT
FACILITIES WITH WELLS FARGO FINANCIAL CORPORATION CANADA.
12.
NO OTHER CHANGES.
EXCEPT AS EXPLICITLY AMENDED BY THIS AMENDMENT,
ALL OF THE TERMS AND CONDITIONS OF THE CREDIT AGREEMENT SHALL REMAIN IN FULL
FORCE AND EFFECT AND SHALL APPLY TO ANY ADVANCE OR LETTER OF CREDIT THEREUNDER.
13.
AMENDMENT FEE.
THE BORROWER SHALL PAY THE LENDER AS OF THE DATE
HEREOF A FULLY EARNED, NON-REFUNDABLE FEE IN THE AMOUNT OF $65,000 IN
CONSIDERATION OF THE LENDER'S EXECUTION AND DELIVERY OF THIS AMENDMENT.
14.
CONDITIONS PRECEDENT.
THIS AMENDMENT SHALL BE EFFECTIVE WHEN THE
LENDER SHALL HAVE RECEIVED AN EXECUTED ORIGINAL HEREOF, TOGETHER WITH EACH OF
THE FOLLOWING, EACH IN SUBSTANCE AND FORM ACCEPTABLE TO THE LENDER IN ITS SOLE
DISCRETION:
(A)
THE REVOLVING NOTE AND THE STRUCTURAL OVERADVANCE NOTE, DULY
EXECUTED BY THE BORROWER.
(B)
THE ACKNOWLEDGMENT AND AGREEMENT OF GUARANTOR AND THE
ACKNOWLEDGMENT AND AGREEMENT OF SUBORDINATED CREDITOR SET FORTH AT THE END OF
THIS AMENDMENT, DULY EXECUTED BY EACH GUARANTOR AND SUBORDINATED CREDITOR.
(C)
EVIDENCE THAT THE CLOSING (AS DEFINED THE STOCK PURCHASE
AGREEMENT), HAS OCCURRED.
11
(D)
EVIDENCE OF A $300,000 CASH INFUSION INTO TRADESTAR SERVICES, INC.
FOR USE BY TRADESTAR SERVICES, INC. AS PARTIAL PAYMENT OF THE PURCHASE PRICE.
(E)
A TRUE AND CORRECT COPY OF THE STOCK PURCHASE AGREEMENT.
(F)
A TRUE AND CORRECT COPY OF THE DOCUMENTATION EVIDENCING THE
CORPORATE LEGAL STRUCTURE OF THE BORROWER, THE GUARANTORS AND ALL AFFILIATES OF
ANY OF THEM.
(G)
EVIDENCE THAT ALL NOTES PAYABLE TO CLARENCE DOWNS BY TRADESTAR
SERVICES, INC., ARE PROPERLY REFLECTED ON THE FINANCIAL STATEMENTS OF TRADESTAR
SERVICES, INC., ARE NOT REFLECTED ON THE FINANCIAL STATEMENTS OF TRADESTAR, AND
THAT THERE ARE NO NOTES PAYABLE TO CLARENCE DOWNS BY TRADESTAR.
(H)
EVIDENCE THAT SINCE THE DATE OF THE MOST RECENT FINANCIAL
STATEMENTS FURNISHED TO THE LENDER, THERE HAS BEEN NO CHANGE IN THE BORROWER'S
OR ANY GUARANTOR'S BUSINESS, PROPERTIES OR CONDITION (FINANCIAL OR OTHERWISE)
WHICH HAS HAD A MATERIAL ADVERSE EFFECT.
(I)
EVIDENCE FROM THE BORROWER'S INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS AS TO THE BORROWER'S TAX-LOSS CARRY FORWARD AMOUNT AND ITS EXPECTED
IMPACT ON THE BORROWER'S FINANCIAL STATEMENTS IN FUTURE PERIODS.
(J)
ALL OUTSTANDING COMPLIANCE CERTIFICATES OF TRADESTAR'S