EXHIBIT 4.66
December 21, 2005
Pine Valley Mining Corporation
Suite 501 -- 535 Thurlow Street
Vancouver, B.C. V6E 3L2
Falls Mountain Coal Inc.
Suite 501 -- 535 Thurlow Street
Vancouver, B.C. V6E 3L2
Pine Valley. Coal Ltd.
Suite 501 -- 535 Thurlow Street
Vancouver, B.C. V6E 3L2
Attention: Mr. Jeff Fehn and Mr. Graham Mackenzie
Dear Sirs:
RE: SECOND AMENDING AGREEMENT
ROYAL BANK ASSET BASED FINANCE, A DIVISION OF ROYAL BANK OF CANADA
(THE "BANK"): CREDIT FACILITY IN FAVOUR OF PINE VALLEY MINING CORPORATION,
FALLS MOUNTAIN COAL INC., AND PINE VALLEY COAL LTD.
(COLLECTIVELY, THE "BORROWER")
Pursuant to a credit agreement issued by the Bank to the Borrower on September
8, 2005, and accepted by the Borrower on September 8, 2005, (the "Credit
Agreement"), the Bank established certain credit in favour of the Borrower on
the terms and conditions set out therein.
By letter dated November 24, 2005, the Borrower and the Bank amended the Credit
Agreement.
The Borrower and the Bank wish to further amend the Credit Agreement in the
manner set forth herein.
1. INTERPRETATION
All words and expressions defined in the Credit Agreement have the same meaning
when used herein. Reference to the Credit Agreement includes amendments thereto
from time to time including the amendments made by this amending agreement. All
references herein to sections of or schedules to an agreement other than this
amending agreement are to sections of and schedules to the Credit Agreement,
unless otherwise expressly stated. Clause headings are for reference only.
2. EFFECTIVE DATE
The provisions of the Credit Agreement shall be amended as set out in this
amending agreement as of the date of this amending agreement.
3. AGREEMENTS AND AMENDMENTS
3.1 Schedule A to the Credit Agreement shall be amended by:
(a) adding paragraph (k) in the definition of "Eligible Inventory" as
follows:
"(k) and such saleable coal will be limited, for coal located at the
Port to a maximum of 210,000 metric tonnes;"
(b) in the definition of "Material Contracts", deleting the paragraph
reference 12(i) and substituting 12(j);
(c) by adding after the definition of "Pine Valley" and immediately before
the definition of "PVC" the following definition:
"Port" means each of the ports to which the Borrower ships coal
pursuant to agreements between the Borrower and the company managing
the terminal, which agreements have been approved in writing by the
Bank;".
3.2 Schedule C to the Credit Agreement shall be amended by deleting, in Section
1., the words "Neptune Bulk Terminals (Canada) Ltd.", and substituting
therefor the following words:
"the company or companies providing terminal services to the Port"
3.3 Schedule G to the Credit Agreement shall be amended by adding the following
to the list of Material Contracts in Part I:
"39. Terminal Services Agreement dated November 15, 2005, between Ridley
Terminals Inc. and Falls Mountain Coal Inc.
40. Agency agreement dated January 1, 2006 between Falls Mountain Coal Inc.
and Neptune Bulk Terminals (Canada) Limited."
4. REPRESENTATIONS AND WARRANTIES
4.1 The Borrower represents and warrants to the Bank that the representations
and warranties made by the Borrower in the Credit Agreement are true and
correct on and as of the date hereof, with the same effect as if those
representations and warranties had been made on and as of the date hereof
except to the extent such representations and warranties are not true and
correct as previously disclosed to the Bank.
4.2 The Borrower further represents and warrants to the Bank as follows:
(a) it has full power and authority to enter into, give and perform this
amending agreement;
(b) the entering into and performance by it of this amending agreement has
been duly authorized by all necessary action and will not violate or
conflict with its constating documents or any amendments thereto or
any provision of any agreement, indenture or arrangement to which it
is a party or is bound;
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(c) this amending agreement is, and each of the Credit Documents continue
to be, a valid and legally binding obligation enforceable against the
Borrower in accordance with its terms; and
(d) no Event of Default has occurred and is continuing except such events
of default as have been previously disclosed to the Bank.
5. MISCELLANEOUS
With the exception of the foregoing amendments, the Credit Agreement shall
continue in full force and effect unamended.
This amending agreement may be executed in any number of counterparts and by
separate parties in different counterparts, each of which shall be an original
and all of which when taken together shall constitute one and the same
agreement.
Please indicate your acceptance of this amending agreement by signing and
returning the enclosed duplicate copy of this letter.
Yours truly,
ROYAL BANK ASSET BASED FINANCE,
A DIVISION OF ROYAL BANK OF CANADA
By: /s/ Ted Vanderlaan
-------------------------------
Name: Ted Vanderlaan
Title: Senior Manager Underwriting
WE ACKNOWLEDGE AND ACCEPT the terms and conditions of this Amending Agreement.
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PINE VALLEY MINING FALLS MOUNTAIN COAL INC.
CORPORATION
By: /s/ Martin Rip /s/ Martin Rip
---------------------------------- --------------------------------------
Name: Martin Rip Name: Martin Rip
Title: VP Finance & CFO Title: Secretary
I have the authority to bind the Corporation. I have the authority to bind the Corporation.
SUITE 501 -- 535 THURLOW STREET SUITE 501 -- 535 THURLOW STREET
VANCOUVER, B.C. V6E 3L2, VANCOUVER, B.C. V6E 3L2,
FAX NO. 604.682.4698 FAX NO. 604.682.4698
E-MAIL ADDRESS E-MAIL ADDRESS
MRIP@PINEVALLEYCOAL.COM MRIP@PINEVALLEYCOAL.COM
PINE VALLEY COAL LTD.
By: /s/ Martin Rip
-----------------------------------
Name: Martin Rip
Title:
I have the authority to bind the Corporation.
SUITE 501 -- 535 THURLOW STREET
VANCOUVER, B.C. V6E 3L2,
FAX NO. 604.682.4698
E-MAIL ADDRESS
MRIP@PINEVALLEYCOAL.COM
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CONSENT
The undersigned hereby acknowledge and consent to the amendment of the Credit
Agreement pursuant to this amending agreement and confirm that all security
provided pursuant to the Credit Agreement and other documents contemplated by
the Credit Agreement to which it is a party, continue in full force and effect,
notwithstanding the amendment to the Credit Agreement.
Accepted as of the 23rd day of December, 2005
GLOBALTEX GOLD MINING CORP.
By: /s/ Martin Rip
----------------------------------
Name: Martin Rip
Title: Secretary
I have the authority to bind the Corporation.
SUITE 501 -- 535 THURLOW STREET
VANCOUVER, B.C. V6E 3L2,
FAX NO. 604.682.4698
E-MAIL ADDRESS
MRIP@PINEVALLEYCOAL.COM
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