TRANCHE B NOTE-B IS REFERRED TO AS THE "2008
CLOSING").
2.
CONDITIONS TO THE ISSUANCE OF THE 2007 TRANCHE B NOTE-B.
THE
OBLIGATION OF THE PURCHASERS TO ISSUE THE 2007 TRANCHE B NOTE-B IS SUBJECT TO
THE FOLLOWING CONDITIONS:
(I)
IMMEDIATELY BEFORE AND AFTER GIVING EFFECT TO THE ISSUANCE OF THE
2007 TRANCHE B NOTE-B NO EVENT OF DEFAULT OR POTENTIAL EVENT OF DEFAULT SHALL
EXIST AND BE CONTINUING;
(II)
THE LEVERAGE RATIO, CALCULATED AS OF THE 2008 CLOSING DATE AND AS
IF JUNE 30, 2008 WERE THE LAST DAY OF THE THEN MOST-RECENTLY-ENDED FISCAL
QUARTER (COMPUTED ON A PRO FORMA BASIS AFTER GIVING EFFECT TO THE ISSUANCE OF
THE 2007 TRANCHE B NOTE-B AND ANY SUBSTANTIALLY CONCURRENT APPLICATION OF THE
PROCEEDS THEREOF TO PAY THE CONTINGENT PAYMENT DUE AND PAYABLE TO SAS ON AUGUST
31, 2008), SHALL NOT EXCEED 6.65 TO 1.0;
(III)
RECEIPT BY THE PURCHASERS OF A CERTIFICATE FROM THE PRESIDENT OR
CHIEF FINANCIAL OFFICER OF THE COMPANY CERTIFYING TO THE AMOUNT OF THE
CONTINGENT PAYMENT DUE AND PAYABLE TO SAS ON AUGUST 31, 2008;
(IV)
NOT FEWER THAN FIVE (5) DAYS SHALL HAVE ELAPSED SINCE THE COMPANY
MADE THE DELIVERIES REQUIRED BY SECTION 4D(I) OF THE NOTE PURCHASE AGREEMENT FOR
THE MONTH ENDING ON JUNE 30, 2008;
(V)
NOT FEWER THAN TWELVE (12) BUSINESS DAYS (AS THAT TERM IS DEFINED
IN SECTION 10H OF THE NOTE PURCHASE AGREEMENT SHALL HAVE ELAPSED SINCE THE
COMPANY DELIVERED THE PURCHASE NOTICE;
(VI)
EACH OF THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 3
OF THIS SECOND AMENDMENT SHALL BE TRUE AND CORRECT AS OF THE TIME OF THE 2008
CLOSING, AS IF MADE AT SUCH TIME; AND
(VII)
THE COMPANY SHALL HAVE DELIVERED TO AMP A CERTIFICATE TO THE
EFFECT THAT EACH OF THE CONDITIONS SET FORTH IN CLAUSES (I), (II) AND (VI) ABOVE
IS SATISFIED.
3.
REPRESENTATIONS AND WARRANTIES.
AS A MATERIAL INDUCEMENT TO
ENTER INTO THIS SECOND AMENDMENT (AND, IN THE CASE OF AMP, TO AGREE TO PURCHASE
THE 2007 TRANCHE B NOTES), THE COMPANY AND PARENT HEREBY REPRESENT TO THE
PURCHASERS AS FOLLOWS:
(A)
ORGANIZATION AND POWER.
THE COMPANY IS A
CORPORATION DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS
OF THE PROVINCE OF ONTARIO, CANADA, PARENT IS A CORPORATION DULY ORGANIZED,
VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE STATE OF DELAWARE,
AND EACH IS QUALIFIED TO DO BUSINESS IN
3
EVERY JURISDICTION IN WHICH THE FAILURE TO SO QUALIFY MIGHT REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
(B)
CAPITAL STOCK AND RELATED MATTERS.
ALL OF
THE ISSUED AND OUTSTANDING EQUITY SECURITIES OF THE COMPANY ARE OWNED BY THE
PARENT, FREE AND CLEAR OF ANY LIEN (OTHER THAN PERMITTED LIENS), AND NOT SUBJECT
TO ANY OPTION OR RIGHT TO PURCHASE ANY SUCH SHARES.
THE ATTACHED SCHEDULE I IS
A CORRECT AND COMPLETE DESCRIPTION OF THE EQUITY SECURITIES OF PARENT
OUTSTANDING AS OF THE DATE HEREOF, AFTER GIVING EFFECT TO THE ISSUANCE OF THE
2007 WARRANTS.
(C)