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EXHIBIT 99.26
May 31, 2001
Operating Facility
Canadian Imperial Bank of Commerce
Media & Telecommunications Group
BCE Place, 8th Floor
000 Xxx Xxxxxx
Xxxxxxx, Xxxxxxx
X0X 0X0
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement is made as of May 31, 2001 in connection with
the Credit Agreement made as of August 10, 1998 between Xxxxxxxxx Inc., as
borrower, and Canadian Imperial Bank of Commerce ("CIBC"), as lender, as amended
by a First Amending Agreement made as of January 11, 1999, a Second Amending
Agreement made as of April 30, 1999, and a Third Amending Agreement made as of
June 7, 1999 (as so amended, the "Credit Agreement").
Pursuant to the Master Securities Pledge Agreement made as of August 10, 1998
(as supplemented by a Supplement made as of May 31, 2001 by 3055851 Nova Scotia
Company and 3055852 Nova Scotia Company), Xxxxxxxxx Inc., 504468 N.B. Inc.,
3055851 Nova Scotia Company and 3055852 Nova Scotia Company have pledged certain
shares of Class A Common Stock, Class B Common Stock, Series C Preferred Stock
and Series E Preferred Stock of Xxxxxxxxx International Inc. ("HII") to CIBC as
a continuing security for the present and future obligations of Xxxxxxxxx Inc.
to CIBC under the Credit Documents (as defined in the Credit Agreement).
QUALIFIED STOCK - CLASS A AND CLASS B
A registration statement, including a prospectus, on Form S-3 (No. 333-04697)
was filed with the United States Securities and Exchange Commission on May 29,
1996 pursuant to the Securities Act of 1933, as amended (the "1996 Registration
Statement"). The 1996 Registration Statement was amended by Amendment No. 1
filed on November 29, 1996. The 1996 Registration Statement was declared
effective by the United States Securities and Exchange Commission on December 9,
1996.
The 1996 Registration Statement relates to an aggregate of 48,600,754 issued and
outstanding shares of Class A Common Stock of HII and the 14,990,000 shares of
Class A Common Stock of HII into which the issued and outstanding shares of
Class B Common Stock of HII may be converted in certain circumstances
(collectively, the "Qualified Class A Shares").
We agree that if (i) an Event of Default under the Credit Agreement has
occurred, and (ii) CIBC has or intends to exercise its rights under the Credit
Documents, then upon written request from
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CIBC, the undersigned shall expeditiously (subject to compliance by CIBC with
the information requirements noted below) take all further steps necessary,
including filing the necessary amendments or supplements to the 1996
Registration Statement, and the prospectus included therein, to permit the
transfer to any person of any or all of the Qualified Class A Shares pledged
under the Credit Documents. HII may require CIBC to furnish HII with such
information regarding CIBC and the distribution of the Qualified Class A Shares
as HII may from time to time reasonably request in writing.
We advise you that no offers or sales of the Qualified Class A Shares may be
made by CIBC pursuant to the 1996 Registration Statement, and the prospectus
included therein, unless appropriate post-effective amendments or supplements
are made (i) to reflect facts or events arising after the effective date of the
1996 Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the 1996 Registration Statement, and (ii) to
include any material information with respect to the plan of distribution not
previously disclosed in the 1996 Registration Statement or any material change
to such information in the 1996 Registration Statement.
UNQUALIFIED STOCK - SERIES C
We advise you that, as of the date hereof, no registration statement has been
filed with the United States Securities and Exchange Commission to permit the
transfer of any of the shares of Class A Common Stock of HII to be issued upon
redemption on May 31, 2001 of the pledged shares of Series C Preferred Stock of
HII (the "Series C Conversion Shares").
Forthwith upon receipt of a written request from CIBC, we agree to file a
registration statement, including a prospectus, or an amendment to the 1996
Registration Statement (in either case, the "Series C Registration Statement"),
in order to permit the transfer to any person of the Series C Conversion Shares
pledged under the Credit Documents.
We further agree that if (i) an Event of Default under the Credit Agreement has
occurred, and (ii) CIBC has or intends to exercise its rights under the Credit
Documents, then upon written request from CIBC, the undersigned shall
expeditiously (subject to compliance by CIBC with the information requirement
noted below) take all further steps necessary, including filing the necessary
amendments or supplements to the Series C Registration Statement and the
prospectus included therein, to permit the transfer to any person of any or all
of the Series C Conversion Shares pledged under the Credit Documents. HII may
require CIBC to furnish HII with such information regarding CIBC and the
distribution of the shares of Series C Preferred Stock and the Series C
Conversion Shares as HII may from time to time reasonably request in writing.
We advise you that no offers or sales of the Series C Conversion Shares may be
made by CIBC pursuant to the Series C Registration Statement, and the prospectus
included therein, unless appropriate post-effective amendments or supplements
are made (i) to reflect facts or events arising after the effective date of the
Series C Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the Series C Registration Statement, and (ii) to
include any
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material information with respect to the plan of distribution not previously
disclosed in the Series C Registration Statement or any material change to such
information in the Series C Registration Statement.
UNQUALIFIED STOCK - SERIES E
We advise you that, as of the date hereof, no registration statement has been
filed with the United States Securities and Exchange Commission to permit the
transfer of any of the shares of Class A Common Stock of HII into which the
pledged shares of Series E Preferred Stock of HII may be converted in certain
circumstances (the "Series E Conversion Shares").
Forthwith upon receipt of a written request from CIBC, we agree to file a
registration statement, including a prospectus, or an amendment to the 1996
Registration Statement (in either case, the "Series E Registration Statement"),
in order to permit the transfer to any person of the Series E Conversion Shares
pledged under the Credit Documents.
We further agree that if (i) an Event of Default under the Credit Agreement has
occurred, and (ii) CIBC has or intends to exercise its rights under the Credit
Documents, then upon written request from CIBC, the undersigned shall
expeditiously (subject to compliance by CIBC with the information requirement
noted below) take all further steps necessary, including filing the necessary
amendments or supplements to the Series E Registration Statement and the
prospectus included therein, to permit the transfer to any person of any or all
of the Series E Conversion Shares pledged under the Credit Documents. HII may
require CIBC to furnish HII with such information regarding CIBC and the
distribution of the shares of Series E Preferred Stock and the Series E
Conversion Shares as HII may from time to time reasonably request in writing.
We advise you that no offers or sales of the Series E Conversion Shares may be
made by CIBC pursuant to the Series E Registration Statement, and the prospectus
included therein, unless appropriate post-effective amendments or supplements
are made (i) to reflect facts or events arising after the effective date of the
Series E Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the Series E Registration Statement, and (ii) to
include any material information with respect to the plan of distribution not
previously disclosed in the Series E Registration Statement or any material
change to such information in the Series E Registration Statement.
GENERAL
Upon receipt of notice from HII of the occurrence of any event which has or
would cause the prospectus included in the 1996 Registration Statement, the
Series C Registration Statement and/or the Series E Registration Statement, as
the case may be, to contain an untrue statement of material fact, or to omit to
state a material fact required to be stated therein, or necessary to make any
statement therein not misleading in the light of the circumstances under which
it was made, CIBC shall forthwith discontinue any transfer(s) of any Qualified
Class A Shares, the Series C Conversion Shares and/or the Series E Conversion
Shares, as the case may be, until such time as CIBC is notified of the filing of
an amended or supplemented 1996 Registration Statement,
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Series C Registration Statement or Series E Registration Statement, as the case
may be. We shall make such corrective filing forthwith after any such
requirement is identified.
Xxxxxxxxx Inc. and HII shall pay all reasonable expenses incurred by CIBC in
connection with the transfer of any or all Qualified Class A Shares, Series C
Conversion Shares and Series E Conversion Shares, including underwriting
discounts or commission and reasonable fees and disbursements of counsel to
CIBC.
This Agreement shall be construed and interpreted in accordance with the laws of
the Province of Ontario and the laws of Canada applicable therein.
This Agreement may be executed in any number of counterparts and all of such
counterparts taken together shall be deemed to constitute one and the same
instrument and shall become effective on the date when each of the parties
hereto shall have signed a copy hereof (whether the same or different copies)
and shall have delivered the same to CIBC.
This Agreement shall be binding upon and enure to the benefit of the parties
hereto and their respective successors and permitted assigns.
Yours very truly,
XXXXXXXXX INTERNATIONAL INC.
By: ______________________________
Name:
Title:
XXXXXXXXX INC.
By: ______________________________
Name:
Title:
504468 N.B. INC.
By: ______________________________
Name:
Title:
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0000000 XXXX XXXXXX COMPANY
By: ______________________________
Name:
Title:
3055852 NOVA SCOTIA COMPANY
By: ______________________________
Name:
Title:
Acknowledged and agreed to as of May 31, 2001
CANADIAN IMPERIAL BANK OF COMMERCE
By: ______________________________
Name:
Title:
