Environmental Protection Alternative Measures Agreement

This Agreement made the 15 day of November, 2005

BETWEEN:

THE ATTORNEY GENERAL OF CANADA

OF THE FIRST PART

-and -

ACKLANDS-GRAINGER INC.
A corporation operating in the Province of Alberta and the Province of British Columbia ("AGI")

OF THE SECOND PART

WHEREAS AGI has been the subject of investigations by Environment Canada into whether it has sold ozone depleting substances ("ODS") in British Columbia, Alberta, and elsewhere in Canada between January 1, 2000, and December 31, 2004, and those investigations have resulted in fourteen charges under the Ozone Depleting Substances Regulations, 1998, SOR/99-7 ("Regulations") enacted pursuant to the Canadian Environmental Protection Act, 1999, S.C. 1999, c. 33, as am. ("CEPA, 1999") as more particularly described herein ("Charges");

WHEREAS the prosecution of the Charges is not barred at law, and in the opinion of the Attorney General of Canada, there is sufficient evidence to proceed with the prosecution of the Charges;

WHEREAS the Attorney General of Canada is satisfied that the use of Environmental Protection Alternative Measures ("Measures") as contemplated by Sections 295 - 309 of CEPA, 1999 to deal with the Charges in this case would not be inconsistent with the purposes of CEPA, 1999;

WHEREAS AGI, having been advised of its legal rights to counsel and to contest the charges, accepts responsibility for the acts and/or omissions that form the basis for the Charges as described herein and fully and freely consents to participate in Measures;

WHEREAS the Attorney General of Canada has consulted with the Minister of the Environment, and has considered the surrounding circumstances, the nature of the alleged offences, and all other factors to be considered as prescribed by CEPA, 1999;

WHEREAS the Attorney General of Canada and AGI agree that a Measures agreement is the most appropriate means of resolving the Charges;

THEREFORE, the Attorney General of Canada and AGI hereby enter into this Environmental Protection Alternative Measures Agreement ("Agreement") with respect to the Charges:

SECTION 1

PURPOSE

1.1 The purpose of this Agreement is to have AGI participate in Measures to further the goals and objectives of CEPA, 1999 and the regulations made thereunder, and to recognize and make amends for damage and/or the risk of damage to the environment resulting from the acts and/or omissions giving rise to the Charges.

SECTION 2

DEFINITIONS

2.1 Subject to any specific provisions of this Agreement, terms in this Agreement shall bear the meanings set out in CEPA, 1999 and regulations made under CEPA, 1999.
2.2 In this Agreement, including the recitals, the following terms (unless the context specifically requires otherwise) shall have the following meanings:
- 2.2.1 "Agreement" shall mean the whole of this Agreement between the Attorney General of Canada and AGI, including the recitals to this Agreement.
- 2.2.2 "Government" shall mean the Government of Canada, the government of any province of Canada, or any local or municipal government in Canada.
- 2.2.3 "Parties" shall mean the Attorney General of Canada and AGI.
2.3 The division of this Agreement into articles and paragraphs, and the insertion of headings, are for convenience of reference only and shall not affect the construction or interpretation of this Agreement.
2.4 All references to any person or entity shall be read with such changes in number and gender as the context shall require.
2.5 All dollar amounts in this Agreement are in Canadian dollars.

SECTION 3

FACTS

3.1 Acknowledgement of Facts
- 3.1.1 AGI does not deny participation or involvement in the acts and/or omissions giving rise to the Charges and accepts responsibility for its acts and omissions as described below.
3.2 Facts
- 3.2.1 AGI is a distributor of maintenance, repair, and operating products to industrial and commercial customers, with branches across Canada.
- 3.2.2 Prior to the coming into force of the Regulations, AGI sold a number of products containing CFCs, HCFCs, and related chemicals. The sale of these products was lawful prior to the coming into force of the Regulations.
- 3.2.3 In order to satisfy Canada's treaty obligations to protect the ozone layer, Canadian legislation phased in a number of restrictions over time, starting in the late 1980s, on the sale of products containing CFCs, HCFCs, and related chemicals. Specifically, Section 23 of the Regulations prohibited the manufacture or importation of pressurized containers containing 2 kg or less of HCFCs after July 1, 1999, and prohibited the offering for sale or the sale of such containers on or after January 1, 2000. The Regulations provided that these provisions would not apply to "a lubricant, coating or cleaning fluid for commercial use on electrical or electronic equipment or for aircraft maintenance before January 1, 2001".
- 3.2.4 Between 1987 and 1999 Environment Canada sent AGI, and its predecessor Acklands Limited, a series of "notices", "surveys" and "extracts of the Canada Gazette Part 1" with respect to chlorofluorocarbons (CFCs), hydrochlorofluorocarbons (HCFCs) and other ozone-depleting substances. These documents asked for or provided information with respect to the use, import, export or acquisition of the various ozone-depleting substances by AGI. AGI, or its predecessor Acklands Ltd., forwarded to Environment Canada completed responses to the notices and surveys.
- 3.2.5 Prior to January 1, 2001, AGI sold Loctite Non-flammable Electrical Contact Cleaner, part number LCT 24379, a pressurized spray cleaner for electrical or electronic equipment, in a pressurized container that contained approximately 425 grams of product, of which typically 75% - 99% by mass was HCFC 141b ("Loctite").
- 3.2.6 By letter dated December 11, 2000 the manufacturer of Loctite advised AGI that Loctite and all other products containing HCFCs would be illegal for sale effective January 1, 2001.
- 3.2.7 AGI was aware, and acknowledged in its own corporate publications, that Section 23 of the Regulation would prohibit the sale by it of pressurized containers containing 2 kg or less of HCFCs after January 1, 2001.
- 3.2.8 On May 13, 2002 an Enforcement Officer of Environment Canada in the Ontario Region purchased two 454-gram pressurized containers of Crown "Electronic Component Cleaner", product #68376, produced by CCL Industries Inc., from an AGI outlet in Stoney Creek, Ontario. The product contained HCFC 141b.
- 3.2.9 On October 8, 2002 Environment Canada issued a Recall Notice to CCL Industries Inc. to recall all of Crown product #68376 sold to customers. One of the customers was AGI. AGI had received 84 cans of Crown #68376 between April and August 2001. AGI complied with the recall and returned the two, of 84 cans, that AGI had not sold.
- 3.2.10 On February 4, 2003 AGI was issued a written Warning Letter by Environment Canada in relation to the sale and offering for sale of the two cans of Crown #68376 purchased on May 13, 2002 in Stoney Creek, Ontario.
- 3.2.11 On March 27, 2003 Doug Harrison, President of AGI, wrote to Environment Canada in response to the Warning Letter. Mr. Harrison outlined AGI' procedure for handling recall notices, which included inventory checks, and outlined the recent updates to the procedure.
- 3.2.12 At that time, AGI did not undertake to conduct any checks on other aerosol products in their inventory that might contain ozone-depleting substances.
- 3.2.13 On June 20, 2003 an Enforcement Officer of Environment Canada in the Alberta Region purchased two containers of Loctite from an AGI outlet in Calgary, Alberta.
- 3.2.14 On March 9, 2004 Environment Canada executed a search warrant on AGI offices in Edmonton, Alberta pertaining to the sale of Loctite.
- 3.2.15 Subsequent to the execution of the search warrant, AGI conducted an inventory check, and concluded that it had other products being offered for sale that contained HCFC 141b.
- 3.2.16 At the same time, an inventory review by AGI determined that AGI returned 591 units of Loctite to its supplier in 2001. However, AGI continued to sell Loctite nationwide in 2001, 2002 and 2003 as follows:
  - 2001 -135 containers sold
  - 2002 -5 containers sold
  - 2003 -3 containers sold
  The Charges arise from these sales.
3.3 Charges
- 3.3.1 Alberta
  
  The following charges have been laid in Alberta:
  
  Count # AB-1
  
  THAT Acklands on or about the 11^th day of January 2001, at or near Swan Hills in the Province of Alberta did unlawfully offer for sale or sell to Pengrowth Gas Corporation PO Box 390, Swan Hills in the Province of Alberta, a pressurized container, to wit: Loctite Non-flammable Electrical Contact Cleaner, part number 24379, that contained two (2) kilograms or less of 1,1-dichloro-1-fluoroethane (HCFC 141b) in violation of sub-section 23(2) of the Ozone-depleting Substances Regulations and thereby did commit an offence under sub-section 272(1) of theCanadian Environmental Protection Act, 1999.
  
  Count # AB-2
  
  THAT Acklands on or about the 20^th day of March 2001, at or near St. Paul, in the Province of Alberta did unlawfully offer for sale or sell to Anadarko Canada Corporation PO Box 5, Elk Point, in the Province of Alberta, a pressurized container, to wit: Loctite Non-flammable Electrical Contact Cleaner, part number 24379, that contained two (2) kilograms or less of 1,1-dichloro-1-fluoroethane (HCFC 141b) in violation of sub-section 23(2) of the Ozone-depleting Substances Regulations and thereby did commit an offence under sub-section 272(1) of theCanadian Environmental Protection Act, 1999.
  
  Count # AB-3
  
  THAT Acklands on or about the 4^th day of April 2001, at or near St. Paul, in the Province of Alberta did unlawfully offer for sale or sell to Car-Ouells, a Division of Robert Group Ltd., 4306 - 48 Street, St. Paul, in the Province of Alberta, a pressurized container, to wit: Loctite Non-flammable Electrical Contact Cleaner, part number 24379, that contained two (2) kilograms or less of 1,1-dichloro-1-fluoroethane (HCFC 141b) in violation of sub-section 23(2) of the Ozone-depleting Substances Regulations and thereby did commit an offence under sub-section 272(1) of the Canadian Environmental Protection Act, 1999.
  
  Count # AB-4
  
  THAT Acklands on or about the 7^th day of September 2001, at or near Red Deer, in the Province of Alberta did unlawfully offer for sale or sell to Skocdopole Construction Ltd., RR# 4, Eckville, in the Province of Alberta, a pressurized container, to wit: Loctite Non-flammable Electrical Contact Cleaner, part number 24379, that contained two (2) kilograms or less of 1,1-dichloro-1-fluoroethane (HCFC 141b) in violation of sub-section 23(2) of the Ozone-depleting Substances Regulations and thereby did commit an offence under sub-section 272(1) of theCanadian Environmental Protection Act, 1999.
  
  Count # AB-5
  
  THAT Acklands on or about the 7^th day of September 2001, at or near Edson, in the Province of Alberta did unlawfully offer for sale or sell to Luscar Ltd., Coal Valley Mine, PO Box 5000, Stn. Main, Edson, in the Province of Alberta, a pressurized container, to wit: Loctite Non-flammable Electrical Contact Cleaner, part number 24379, that contained two (2) kilograms or less of 1,1-dichloro-1-fluoroethane (HCFC 141b) in violation of sub-section 23(2) of the Ozone-depleting Substances Regulations and thereby did commit an offence under sub-section 272(1) of the Canadian Environmental Protection Act, 1999.
  
  Count # AB-6
  
  THAT Acklands on or about the 7^th day of November 2001, at or near Grande Prairie, in the Province of Alberta did unlawfully offer for sale or sell to Collicutt Hanover Services, 9440 - 112 Street, Grande Prairie, in the Province of Alberta, a pressurized container, to wit: Loctite Non-flammable Electrical Contact Cleaner, part number 24379, that contained two (2) kilograms or less of 1,1-dichloro-1-fluoroethane (HCFC 141b) in violation of sub-section 23(2) of the Ozone-depleting Substances Regulations and thereby did commit an offence under sub-section 272(1) of the Canadian Environmental Protection Act, 1999.
  
  Count # AB-7
  
  THAT Acklands on or about the 19^th day of December 2001, at or near Swan Hills, in the Province of Alberta did unlawfully offer for sale or sell to Pengrowth Gas Corporation, PO Box 390, Swan Hills, in the Province of Alberta, a pressurized container, to wit: Loctite Non-flammable Electrical Contact Cleaner, part number 24379, that contained two (2) kilograms or less of 1,1-dichloro-1-fluoroethane (HCFC 141b) in violation of sub-section 23(2) of the Ozone-depleting Substances Regulations and thereby did commit an offence under sub-section 272(1) of theCanadian Environmental Protection Act, 1999.
  
  Count # AB-8
  
  THAT Acklands on the 20^th day of June 2003, at or near the City of Calgary in the Province of Alberta did unlawfully offer for sale or sell to Richard Wiess of Calgary in the Province of Alberta, a pressurized container, to wit: Loctite Non-flammable Electrical Contact Cleaner, part number 24379, that contained two (2) kilograms or less of 1,1-dichloro-1-fluoroethane (HCFC 141b) in violation of sub-section 23(2) of the Ozone-depleting Substances Regulations and thereby did commit an offence under sub-section 272(1) of the Canadian Environmental Protection Act, 1999.
- 3.3.2 British Columbia
  
  The following charges have been laid in British Columbia:
  
  Count # BC-1
  
  THAT Acklands on or about the 3rd day of January 2001, at or near Chilliwack, in the Province of British Columbia, did unlawfully offer for sale or sell to Ty-Corp Welding and Manufacturing Ltd., 9880 McGrath Road, Rosedale, in the Province of British Columbia, a pressurized container, to wit: Loctite Non-flammable Electrical Contact Cleaner, part number 24379, that contained two (2) kilograms or less of 1,1-dichloro-1-fluoroethane (HCFC 141b) in violation of sub-section 23(2) of the Ozone-depleting Substances Regulations and did thereby commit an offence under sub-section 272(1) of the Canadian Environmental Protection Act, 1999.
  
  Count # BC-2
  
  THAT Acklands on or about the 8^th day of January 2001, at or near Richmond, in the Province of British Columbia, did unlawfully offer for sale or sell to Canadian Helicopters Ltd., 4391 Agar Drive, Richmond, in the Province of British Columbia, a pressurized container, to wit: Loctite Non-flammable Electrical Contact Cleaner, part number 24379, that contained two (2) kilograms or less of 1,1-dichloro-1-fluoroethane (HCFC 141b) in violation of sub-section 23(2) of the Ozone-depleting Substances Regulations and did thereby commit an offence under sub-section 272(1) of the Canadian Environmental Protection Act, 1999.
  
  Count # BC-3
  
  THAT Acklands on or about the 26^th day of January 2001, at or near North Vancouver, in the Province of British Columbia, did unlawfully offer for sale or sell to Seaspan International Ltd., 10 Pemberton Ave, North Vancouver, in the Province of British Columbia, a pressurized container, to wit: Loctite Non-flammable Electrical Contact Cleaner, part number 24379, that contained two (2) kilograms or less of 1,1-dichloro-1-fluoroethane (HCFC 141b) in violation of sub-section 23(2) of the Ozone-depleting Substances Regulations and did thereby commit an offence under sub-section 272(1) of the Canadian Environmental Protection Act, 1999.
  
  Count # BC-4
  
  THAT Acklands on or about the 8^th day of February 2001, at or near Chilliwack, in the Province of British Columbia, did unlawfully offer for sale or sell to CWF Meats, 8966 Nowell Street, Chilliwack, in the Province of British Columbia, a pressurized container, to wit: Loctite Non-flammable Electrical Contact Cleaner, part number 24379, that contained two (2) kilograms or less of 1,1-dichloro-1-fluoroethane (HCFC 141b) in violation of sub-section 23(2) of the Ozone-depleting Substances Regulations and did thereby commit an offence under sub-section 272(1) of the Canadian Environmental Protection Act, 1999.
  
  Count # BC-5
  
  THAT Acklands on or about the 6^th day of March 2001, at or near Surrey, in the Province of British Columbia, did unlawfully offer for sale or sell to Trans-Continental Textile Recycling, #5 -10619 Timberland Road, Surrey, in the Province of British Columbia, a pressurized container, to wit: Loctite Non-flammable Electrical Contact Cleaner, part number 24379, that contained two (2) kilograms or less of 1,1-dichloro-1-fluoroethane (HCFC 141b) in violation of sub-section 23(2) of the Ozone-depleting Substances Regulations and did thereby commit an offence under sub-section 272(1) of the Canadian Environmental Protection Act, 1999.
  
  Count # BC-6
  
  THAT Acklands on or about the 30^th day of July 2001, at or near Revelstoke, in the Province of British Columbia, did unlawfully offer for sale or sell to Downie Timber Ltd., PO Box 800, Revelstoke, in the Province of British Columbia, a pressurized container, to wit: Loctite Non-flammable Electrical Contact Cleaner, part number 24379, that contained two (2) kilograms or less of 1,1-dichloro-1-fluoroethane (HCFC 141b) in violation of sub-section 23(2) of the Ozone-depleting Substances Regulations and did thereby commit an offence under sub-section 272(1) of the Canadian Environmental Protection Act, 1999.

SECTION 4

MEASURES

4.1 AGI agrees that it will perform the following measures within the specified time frames:
- 4.1.1 AGI shall develop a standard operating procedure and policy for the management of ozone-depleting substances ("Policy") applicable to its operations in Canada as regulated by CEPA, 1999 within three months of the execution of this Agreement. AGI will supply a copy of the Policy to Environment Canada. The Policy will be incorporated into AGI's Environmental Management System within six months of the execution of this Agreement.
- 4.1.2 AGI shall have in place a training program related to the proper management of ozone-depleting substances and compliance withCEPA, 1999 and the Regulations ("Training Program"). AGI will supply a copy of the Training Program course outline to Environment Canada within three months of the execution of this Agreement. AGI will take all reasonable steps to ensure that each of AGI's employees across Canada who can reasonably be expected to perform duties relating to the ordering, handling, sale, or environmental auditing of ozone-depleting substances ("Qualifying Employees") have completed the Training Program within nine months of the execution of this Agreement. AGI shall provide to Environment Canada confirmation that all Qualifying Employees have completed the Training Program or, in the case of any Qualifying Employees who have not completed the Training Program, the reason for noncompletion.
- 4.1.3 Within three months of the execution of this Agreement, AGI shall submit an article for publication in HazMat Management Magazine (formerly Hazardous Materials Management Magazine). The article shall describe the facts of this case, issues relating to ozone-depleting substances, and the essential terms of this Agreement, including the availability and benefits of EPAMs. Prior to submission of the article for publication, the article shall be submitted to Environment Canada for review and approval. If the article is not published in HazMat Management Magazine within six months of the date of submission, AGI shall publish the article in an issue ofSupplylink, AGI's own magazine devoted to productivity and safety in Canadian industry.
- 4.1.4 AGI shall pay the sum of $150,000.00 (one hundred and fifty thousand dollars) payable to the Receiver General of Canada in trust for the Environmental Damages Fund, as administered by the Regional Director General, Environment Canada, Prairie and Northern Region. These funds shall be made available, upon application to Environment Canada, to the University of Alberta Department of Ophthalmology and the University of Alberta Environmental Research and Studies Centre for research related to ozone-depletion. The funds will be apportioned among those who apply and whose project(s) are approved. Where no projects from the above applicants are approved the funds may be used for similar projects.

SECTION 5

COMPLIANCE SCHEDULE

5.1 AGI agrees that it shall comply with all provisions of this Agreement within the times specified in this Agreement. Where no time is specified, AGI shall comply with the provision within twelve months of the date of execution of this Agreement.

SECTION 6

VERIFYING COMPLIANCE WITH THIS AGREEMENT

6.1 The Parties agree that Environment Canada will supervise and monitor compliance with this Agreement.

SECTION 7

INSPECTION AND OTHER ENFORCEMENT ACTIVITIES

7.1 Nothing in this Agreement bars CEPA, 1999 enforcement officers and analysts from conducting inspections or investigations which they are legally authorized to conduct.

SECTION 8

REPORTING

8.1 AGI agrees that it shall submit progress reports on its compliance with the measures in Section 4 of this Agreement at the end of each ninety (90) day period beginning on the date of the execution of this Agreement and continuing until all of the requirements of this Agreement have been satisfied. The progress reports will be delivered to Environment Canada within fourteen (14) days of the end of a reporting period.
8.2 AGI acknowledges that the final progress report will become part of the supervision record as well as part of the compliance history of AGI.
8.3 AGI agrees that all progress reports shall be signed by an officer of AGI duly authorized to sign on its behalf.

SECTION 9

CONFIDENTIAL INFORMATION

9.1 All information contained in and obtained by virtue of this Agreement is subject to the provisions of the Access to Information Act and CEPA, 1999.
9.2 Trade secrets, financial, commercial, scientific or technical information that is and is treated as confidential information, information the disclosure of which could reasonably be expected to result in material financial loss or gain or could reasonably be expected to prejudice the competitive position of any person, or information which could reasonably be expected to interfere with contractual or other negotiations of any person, will remain confidential and not be disclosed, except as provided for in the Access to Information Act and CEPA, 1999.
9.3 This Agreement shall be filed with the court, as part of the court record of the proceedings to which the public has access, in accordance with the provisions of section 300 of CEPA, 1999.
9.4 Subject to s. 9.2 above, for which the Parties will follow Sections 300(3) and 300(4) of CEPA, 1999, the final progress report relating to the administration of or compliance with this Agreement will be made available to the public and to the court in accordance with Sections 300(2) and 301 of CEPA, 1999. Interim progress reports will not be made available to the public under Sections 300(2) and 301.

SECTION 10

RESERVATION OF RIGHTS

10.1 The Attorney General of Canada reserves the right to seek injunctive relief in the event of any violation of this Agreement.

SECTION 11

PENALTIES

11.1 AGI acknowledges that a failure on the part of AGI and its responsible officials to comply with any provision of this Agreement may be an offence under Section 272(1)(e) of CEPA, 1999. AGI and its responsible officials may also be prosecuted on the original offences as Subsection 296(5) provides that the use of Measures in respect of a person who is alleged to have committed an offence is not a bar to any proceedings against the person underCEPA, 1999.
11.2 In the event that AGI and/or its responsible officials fail to comply with a provision of this Agreement, AGI and/or its responsible officials may be liable on conviction to the penalties provided for pursuant to CEPA, 1999, Section 272.

SECTION 12

FORCE MAJEURE

12.1 For the purposes of this Agreement, an event of Force Majeure is an event resulting from circumstances beyond the control of AGI, or any entity controlled by AGI, that results in AGI being unable, despite reasonable efforts, to comply with any provision of this Agreement, whether absolutely or within the time set out in this Agreement.
12.2 If a Force Majeure event occurs, AGI shall notify the Attorney General of Canada and Environment Canada in writing as soon as practicable, but in any event within seven days of when AGI first knew, or should have known by the exercise of due diligence, that it would be unable to comply with a provision of the Agreement as a result of the event of Force Majeure. The notice shall describe the nature of the event of Force Majeure, the provision of the Agreement with which AGI is unable to comply, the reason why the event of Force Majeure renders AGI unable to comply with that provision of the Agreement, and the anticipated length of time during which AGI will not be able to comply with that provision of the Agreement.
12.3 Should an event of Force Majeure occur that AGI anticipates will prevent it from complying with a provision of the Agreement for more than thirty days after this Agreement requires compliance, AGI shall bring an application to vary in accordance with Section 303 of CEPA, 1999. The application shall be made by AGI to the Attorney General of Canada, and AGI shall send a copy of the application to Environment Canada at the time the application is made.
12.4 Where AGI is unable to comply with a provision of the Agreement as a result of an event of Force Majeure, and AGI takes the steps set out in Subsections 12(2) and 12(3) of the Agreement, AGI shall not be in breach of the Agreement.

SECTION 13

INTENT AND INTERPRETATION OF THE AGREEMENT

13.1 This Agreement constitutes the entire Agreement between the Parties. The Parties acknowledge that there are no representations between the Parties with respect to the subject matter of the Agreement other than those set out in this Agreement.
13.2 This Agreement supersedes all previous negotiations, arrangements, letters of intent, offers, proposals, representations and information conveyed, whether oral or in writing, between the Parties or their authorized representatives.

SECTION 14

SEVERABILITY

14.1 The provisions of this Agreement are severable. If for any reason AGI is excused from any of the provisions of this Agreement, the balance of this Agreement shall remain in full force and effect.

SECTION 15

TIME OF THE ESSENCE

15.1 Time is of the essence in this Agreement.

SECTION 16

GOVERNING LAW

16.1 This Agreement shall be governed by the laws of Canada, including the provisions of CEPA, 1999 and any regulations made thereunder.

SECTION 17

WARRANTY

17.1 AGI warrants that any actions it undertakes pursuant to this Agreement will be performed by persons who are competent, qualified and have the appropriate knowledge and skill.

SECTION 18

CERTIFICATION

18.1 AGI certifies that, to the best of its knowledge, as of the date of execution of this Agreement, there is no federal, provincial, territorial, or municipal law, or order or a court or administrative tribunal, that would prevent AGI from complying with the provisions of this Agreement.
18.2 AGI further certifies that funds to pay for the measures required by Section 4 of this Agreement will not come from Government financial grants or funding received as a result of Government loan guarantees. However, where the actions required by this Agreement are funded by general corporate revenues, the fact that AGI may have received non-earmarked Government financial grants or Government loan guarantees as part of its general corporate revenues will not be a violation of this certification.
18.3 AGI further certifies that the person executing this Agreement on behalf of AGI is an officer of AGI who has been duly authorized to sign this Agreement and bind AGI.

SECTION 19

VARIATION OF AGREEMENT

19.1 An application to vary this Agreement shall be made in accordance with Section 303 of CEPA, 1999. Should AGI apply to vary the Agreement, AGI's application shall be made to the Attorney General of Canada, and AGI shall send a copy of the application to Environment Canada at the same time that the application is made.

SECTION 20

TERMINATION OF THIS AGREEMENT

20.1 This Agreement shall terminate when the terms and conditions have been fulfilled to the satisfaction of the Attorney General of Canada or otherwise in accordance with the applicable provisions of CEPA, 1999.

SECTION 21

ASSIGNMENT

21.1 This Agreement shall not be assigned without the written consent of the Parties.

SECTION 22

NOTICE

22.1 Any notice under this Agreement shall be in writing and sent by prepaid registered mail, priority post mail, or facsimile to the intended recipient at its address as set out below.

To AGI (notice to be given to both to be effective):

The President
AGI-Grainger Inc.
90 West Beaver Creek Road
Richmond Hill, ON L4B 1E7
Fax: 905-709-7540

- and -

Simon Johnson
Bennett Jones LLP
Suite 1000, ATCO Centre
10035 - 105 St.
Edmonton, AB T5J 3T2
Fax: (780) 421-7951

To the Attorney General of Canada:

Department of Justice
Edmonton Regional Office
211 Bank of Montreal Bldg.
10199-101 Street
Edmonton, AB T5J 3Y4
Attention: Wesley W. Smart
Fax: (780) 495-4915

To Environment Canada:

Hal Sommerstad
Regional Director, Environmental Enforcement Division
Enforcement Branch
Environment Canada
Room 200, 4999 - 98 Avenue
Edmonton, AB T6B 2X3
Fax: (780) 495-2451
22.2 The Parties may change their respective addresses for delivery by delivering notice of change as herein provided.
22.3 Any notice sent by prepaid registered mail or priority post mail to the address set out in Section 22.1, or the address provided under Section 22.2, shall be deemed to have been given and received on the fifth (5^th) business day following the mailing, except where there exists a labour strike or other postal interruption resulting in interference with normal mail delivery, in which case the notice shall be effective on the day of actual receipt by the recipient at the said address.
22.4 Any notice sent by facsimile to the facsimile number set out in Section 22.1, or the facsimile number provided under Section 22.2, shall be deemed to have been given 24 hours from the facsimile sender's time of the confirmation of successful transmission.

SECTION 23

WAIVER

23.1 No express or implied waiver by either of the Parties of any breach of this Agreement by the other party will operate as a waiver of any continuing or subsequent breach.

SECTION 24

SUCCESSION

24.1 This Agreement shall be binding upon and enure to the benefit of the Parties and their respective successors and assigns, subject to Section 21.1 of this Agreement.

SECTION 25

CONTRA PROFERENTUM NOT TO APPLY

AGI warrants that it has obtained legal advice with respect to this Agreement, and waives any argument of contra proferentum as against the Attorney General of Canada in the interpretation of the Agreement by any court.

SECTION 26

SIGNATURE IN COUNTERPART

26.1 This Agreement may be signed in counterpart.

IN WITNESS WHEREOF this Agreement has been executed effective the 15 day of November, 2005.

SEALED, ATTESTED TO AND DELIVERED on behalf of AGI by

Per:

_______________________________________
Name:
Title:

________________________
Date

EXECUTED on behalf of the Attorney General of Canada

_______________________________________
Erin Eacott
Agent for the Attorney General of Canada

________________________
Date