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Exhibit 2.2
XXXXXXXXX INTERNATIONAL INC., SOUTHAM INC.,
XXXXXXXXX CANADIAN NEWSPAPERS, LIMITED PARTNERSHIP AND
HCN PUBLICATIONS COMPANY
-AND-
CANWEST GLOBAL COMMUNICATIONS CORPORATION
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AMENDING AGREEMENT TO THE
TRANSACTION AGREEMENT
November 15, 2000
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Osler, Xxxxxx & Harcourt LLP
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THIS AMENDING AGREEMENT TO THE TRANSACTION AGREEMENT ("Amending Agreement") is
made November 15, 2000
BETWEEN:
XXXXXXXXX INTERNATIONAL INC., a corporation governed by the
laws of Delaware, ("Xxxxxxxxx")
- and -
SOUTHAM INC., a corporation governed by the laws of Nova Scotia,
("Southam")
- and -
XXXXXXXXX CANADIAN NEWSPAPERS, LIMITED PARTNERSHIP, a limited
partnership governed by the laws of the Province of Ontario,
("Newspapers Partnership")
- and -
HCN PUBLICATIONS COMPANY, a corporation governed by the laws
of Nova Scotia, ("HCN Publications")
- and -
CANWEST GLOBAL COMMUNICATIONS CORPORATION, a corporation
governed by the laws of Canada, ("CanWest")
RECITALS:
A. Hollinger, Southam, Newspapers Partnership, HCN Publications and
CanWest entered into a Transaction Agreement made July 30, 2000 (the
"Transaction Agreement"); and
X. Xxxxxxxxx, Southam, Newspapers Partnership, HCN Publications and
CanWest wish to make certain amendments to the Transaction Agreement
(the Transaction Agreement as amended hereby is hereinafter referred to
as the "Agreement").
THEREFORE the parties agree as follows:
1. DEFINITIONS
All terms used herein and not otherwise defined shall have the meanings ascribed
to them in the Transaction Agreement.
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2. AMENDMENTS
(a) Xxxxxx.xxx Company -- The definition of "Xxxxxx.xxx Company"
in Section 1.1 of the Transaction Agreement is amended by
deleting the definition and substituting the following:
"means, collectively, the two newly incorporated indirect
subsidiaries of Xxxxxxxxx to which the Xxxxxx.xxx Assets and
Assumed Xxxxxx.xxx Liabilities are transferred pursuant to the
Reorganization in accordance with a transfer agreement;"
(b) Xxxxxx.xxx Company Holdco -- The definition of "Xxxxxx.xxx
Company Holdco" in Section 1.1 of the Transaction Agreement is
amended by deleting the definition and substituting the
following:
"means, collectively, the two newly incorporated indirect
subsidiaries of Xxxxxxxxx which, on and after the
Reorganization Date, will collectively own all of the issued
and outstanding shares in the capital of Xxxxxx.xxx Company;"
(c) Closing Date -- The definition of "Closing Date" in Section
1.1 of the Transaction Agreement is amended by deleting the
definition and substituting the following:
"means the fifteenth (15 th) day of November, 2000."
(d) Excluded Employees -- The definition of "Excluded Employees"
in Section 1.1 of the Transaction Agreement is amended by
adding at the end of the definition the words "and (f) all
persons employed by the Vendors or their subsidiaries
principally in connection with the Excluded Businesses;"
(e) HCN Publications Employees -- Section 1.1 of the Transaction
Agreement is amended by adding the following definition of
"HCN Publications Employees":
"means the Employees of HCN Publications other than the
Excluded Employees;"
The definitions of "Accrued Liabilities" and "Transferred
Employees" in Section 1.1 of the Transaction Agreement are
amended by inserting the words ", HCN Publications Employees"
after the words "Southam Employees" wherever they appear. The
definition of "Newspapers Partnership Employees" is amended by
inserting the words "(excluding, for this purpose, HCN
Publications)" after the word "subsidiaries". Sections 2.7,
7.1(l), 9.8(c) and 9.8(d) are amended by inserting the words
"and HCN Publications Employees" after the words "Southam
Employees" wherever they appear. Section 7.1(r) is amended by
deleting the words ", HCN Publications". Section 9.8 (a) is
amended by deleting the words "HCN Publications".
(f) Reorganization Date -- The definition of "Reorganization Date"
in Section 1.1 of the Transaction Agreement is amended by
deleting the definition and substituting the following:
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"means, in respect of Southam, the date on which step III of
the Reorganization is completed and in respect of Newspapers
Partnership and HCN Publications, the date on which steps VII
and XI of the Reorganization are completed, and
"Reorganization Dates" means, collectively, both of those
dates;"
(g) Schedule 3.2(e) -- Schedule 3.2(e) is amended to provide that
the interest rate on the Subordinated Debentures will be
12.125% provided that, effective on the date upon which any of
the Subordinated Debentures are sold to any Person other than
an Affiliate of Xxxxxxxxx, the interest rate shall become the
lesser of (i) the current market rate for instruments of like
nature issued at par by issuers with similar credit ratings as
that of the issuer of the Subordinated Debentures and (ii)
13%.
(h) Effective Date Financial Statements and Working Capital --
Schedule 3.7 of the Transaction Agreement is amended by
deleting the existing item #6 and substituting the following:
"For purposes of determining the Working Capital Adjustment,
the Vendors' Auditor shall ensure a complete and accurate
transaction cut-off at the Effective Date and shall assume a
materiality level of $500,000 in the aggregate provided that
all audit differences in excess of $100,000 in the aggregate
are included in the calculation of the Working Capital
Adjustment."
(i) The Parties acknowledge that pursuant to the Reorganization
certain of the Purchased assets were transferred to
CanWest-Montreal R.P. Holdings ULC, CanWest-Windsor R.P.
Holdings ULC and CanWest-St. Catharines R.P. Holdings ULC and
that all of the shares in the capital of such companies will
be owned on the Closing Date by one of the Vendors.
Accordingly, the terms "Purchased Shares" and "NewsMediaCo
Shares", wherever they appear in the Transaction Agreement,
shall include all of the shares of each of CanWest-Montreal
R.P. Holdings ULC, CanWest-Windsor R.P. Holdings ULC and
CanWest-St. Catharines R.P. Holdings ULC, mutatis mutandis.
(j) Capitalization -- Section 4.6(a) of the Transaction Agreement
is amended by deleting the phrase "National Post Company
General Partner Inc.,".
(k) Southam News -- The Vendors acknowledge notice from CanWest
pursuant to section 9.35 of the Transaction Agreement that
Central Services Company will acquire the assets relating to
the Southam News division and offer employment to the
employees employed by the Southam News division with the
consequential amendments to the definitions of Excluded
Businesses, Excluded Employees, Purchased Assets and Purchased
Businesses.
(l) Purchase Price Adjustment -- The parties agree that:
(i) the Southam Magazine & Information Group, the Sarnia
Observer Group and the Chatham Daily News Group (collectively,
the "Adjustment Assets") are to be excluded from the Purchased
Assets and will continue to be owned by the Vendors. All
applicable Schedules including Schedules 1.1(c), 1.1(d),
1.1(e), 3.6(b), 3.6(c), 4.26, 4.27 and 4.30 have been or shall
be amended to reflect such
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change and are included in Appendix A appended hereto. The
Purchase Price payable pursuant to Section 3.1 is reduced by
$194,540,000; the Purchase Price payable pursuant to Section
3.1(a) is reduced by $194,540,000; the amount payable pursuant
to Section 3.2(d), before giving effect to the amendments
described in clause (ii) below, is reduced by $194,540,000;
the references in Section 3.6(b) to $398,276,000 are reduced
by $19,454,000 to $378,822,000;
(ii) the amount payable pursuant to Section 3.2(d), after
giving effect to the amendments described in clause (i) above,
is decreased by $100,000,000 and the amount payable pursuant
to Section 3.2(e) is increased by $100,000,000;
(iii) the references to 76% and 24% in Sections 3.8, 3.10 and
3.11 are amended to refer to 70 % and 30 %, respectively;
(iv) the "Real Estate News (Weekly, Free)", the lease for the
premises at 0000 Xxxxxxxxx Xxxxxx, Xxxxxxxxx, X.X. and the
Kodiak Press located at such premises (collectively, the
"Restricted Assets") are to be excluded from the Purchased
Assets and will continue to be owned by the Vendors subject to
a right of first refusal in favour of The Madison Group
expiring on November 6, 2002 ("Existing Right of First
Refusal"). All applicable Schedules including Schedules
1.1(c), 1.1(d), 1.1(e), 4.27 and 4.30 have been amended to
reflect such change and are appended hereto and included in
Appendix A. The Purchase Price payable pursuant to Section
3.1, after giving effect to the amendments described in clause
(i) above, is further reduced by $21,970,000; the Purchase
Price payable pursuant to Section 3.1(a), after giving effect
to the amendments described in clause (i) above, is further
reduced by $21,970,000; the amount payable pursuant to Section
3.2(d), after giving effect to the amendments described in
clauses (i) and (ii) above, is further reduced by $15,379,000;
the principal amount of Subordinated Debentures deliverable
pursuant to Section 3.2(e), after giving effect to the
amendments described in clause (ii) above, is reduced by
$6,591,000; the references in section 3.6(b) to $398,276,000,
as amended pursuant to clause (i) above to $378,822,000, is
further reduced by $2,197,000 to $376,625,000;
(v) the Vendors shall not sell, transfer or assign or permit
the assignment of the Restricted Assets to any other party
(other than to an Affiliate or pursuant to an exercise of the
Existing Right of First Refusal) unless it has first provided
CanWest with a written offer to sell the Restricted Assets to
CanWest in accordance with the Procedures for Right of First
Refusal, as defined in section 2(m) below. The Vendors agree
that, so long as they have control over the Restricted Assets,
they will not make any fundamental change in the nature
thereof;
(vi) as a result of the amendments in clauses (i), (ii) and
(iv) above, the Purchase Price payable pursuant to Section 3.1
is $3,621,250,000; the Purchase Price payable pursuant to
Section 3.1(a) is $3,411,250,000; the amount payable pursuant
to Section 3.2(d) is $2,020,664,000; the amount payable
pursuant to Section 3.2(e) is $868,961,000; and the references
in Section 3.6(b) to $398,276,000 are reduced to $376,625,000;
and
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(vii) following execution and delivery of this Amending
Agreement, the Vendors shall notify the holder of the shares
of Fundata not owned by the Vendors (the "Fundata Shares")
that the Vendors no longer intend to sell their shares of
Fundata to CanWest. If, however, CanWest subsequently acquires
the Fundata Shares as a result of the exercise by the holder
of the Fundata Shares of its right of first refusal, then
CanWest shall offer to sell the Fundata Shares to the Vendors
at the price at which CanWest pays to acquire such Fundata
Shares. If the Vendors do not accept such offer within 10
Business Days of the offer, or if the sale to the Vendors is
not completed within 15 Business Days of the date of the
offer, the Vendors shall transfer the shares of Fundata owned
by the Vendors to or at the direction of CanWest on the
twentieth Business Day following the date of the CanWest offer
for no consideration and, in that event, the definition of
"Print News Media Business EBITDA" shall be amended by adding
the following sentence at the end thereof:
"Print News Media Business EBITDA shall include 35% (being
50% of 70%) of the earnings of Fundata for the 12 month period
ending December 31, 2000 calculated without duplication before
the items noted above to the extent applicable."
(m) Procedures for Right of First Refusal -- The parties agree
that the procedures set forth in Schedule 2(m) to this
Amending Agreement shall be the agreed procedures (the
"Procedures for Right of First Refusal") for the purpose of
Section 9.21 of the Transaction Agreement and 2(l) of this
Amending Agreement.
(n) Reorganization -- Schedule 2.1-1 to the Transaction Agreement
is amended by deleting the schedule in its entirety and
replacing it with Schedule 2.1-1 to this Amending Agreement,
provided that the Parties agree that:
(i) the steps of the Reorganization will be revised by the
Vendors to accommodate the removal of the Adjustment Assets
and the Restricted Assets on a basis which does not adversely
affect the tax position of CanWest or the Purchased Businesses
from the tax position contemplated by the attached revised
Schedule 2.1-1;
(ii) the consideration for the transfer by the Vendors to
NewsMedia Holdco, Xxxxxx.xxx Company Holdco and Central
Services Company Holdco of the shares of NewsMediaCo,
Xxxxxx.xxx Company and Central Services Company, respectively,
shall be in the form of shares and indebtedness of NewsMedia
Holdco, Xxxxxx.xxx Company Holdco and Central Services Company
Holdco, respectively, as CanWest shall direct; and
(iii) the Vendors, NewsMedia Holdco, Xxxxxx.xxx Company
Holdco, Central Services Company Holdco, NewsMediaCo,
Xxxxxx.xxx Company and Central Services Company will execute
all required general conveyances, assignments,
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assumptions and deeds of transfer with respect to the
transfers and assumptions contemplated by the Reorganization
and will use reasonable commercial efforts to (i) effect all
required registrations, including in respect of real property,
business names, URLs and copyrights, (ii) and to obtain all
required Third Party Consents, in each case prior to Closing.
(o) Payment of Purchase Price -- Schedule 2.4(b) to the
Transaction Agreement is amended by deleting the schedule in
its entirety and replacing it with Schedule 2.4(b) to this
Amending Agreement.
(p) Section 3.1 -- Section 3.1 of the Transaction Agreement is
amended by adding the words ", the Non-Competition Agreements"
after the words "Purchased Debt" in the first line of Section
3.1.
(q) Section 4.39 -- Section 4.39 is amended by adding the
following paragraph (d):
"(d) The HCN Reorganization (as defined in Schedule 2.1-1)
will not, directly or indirectly, result in any liability of
NewsMediaCo for Taxes."
(r) Section 7.1(f) -- Section 7.1(f) is amended by deleting
clauses (iv) and (v) and substituting the following new
clause (iv):
"(iv) Purchase Certificates from the Workplace Safety and
Insurance Board (Ontario) in respect of the Southam Employees,
Clearance Certificates from the Workplace Safety and Insurance
Board (Ontario) in respect of all other Transferred Employees,
and certificates in the other provinces of Canada equivalent
to such certificates shall have been obtained, in each case,
at or before the Closing Time."
(s) Section 7.1(e) -- CanWest agrees that receipt of the consents
and approvals listed in Schedule 2(s) shall not be a condition
precedent under Section 7.1 of the Transaction Agreement
provided that the lenders providing credit facilities to
CanWest agree at or prior to the Closing Time that the receipt
of such consents and approvals shall not be a condition
precedent to the provision of such credit facilities or
funding thereunder.
(t) Section 9.2(b) -- The Vendors acknowledge that they have not
yet caused National Post Company to make offers of employment
to the Southam Employees identified on Schedule 9.2(b), a copy
of which is attached, or to assume the other costs totalling
at least $3 million identified on Schedule 9.2(b), as
contemplated by Section 9.2(b) of the Transaction Agreement
and, accordingly, the Vendors shall reimburse CanWest for the
pro rata portion of these costs incurred by the Print News
Media Business during the period between the Effective Date
and the effective date of assumption of these costs by
National Post Company, which effective date shall be on or
before the Closing Date. At Closing, the Vendors shall deliver
evidence satisfactory to CanWest of the offers of employment
and the assumption of these costs by National Post Company.
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(u) Sections 9.8 and 9.11 -- Subsections 9.8(c) and 9.8(d) and
section 9.11 of the Transaction Agreement are amended by
replacing the words "the Closing Date" wherever they appear
with "the Reorganization Date applicable to those Transferred
Employees".
(v) Section 9.8 -- Section 9.8 of the Transaction Agreement is
amended by adding subsection (i) as follows:
"(i) The Vendors acknowledge that Southam Employees have been
contributing less than the amount of their required
contributions to their respective Pension Plans from and after
October 11, 2000. The Vendors shall pay to CanWest or the
applicable Pension Plan designated by CanWest (through, at the
Vendors' discretion, either a cash payment or by increasing
the value of assets to be transferred from the applicable
Vendors' Pension Plan) an amount equal to the difference
between the Southam Employees' required contributions to the
Pension Plan of which they are a member from and after October
11, 2000 until December 31, 2000 and member contributions
actually remitted to such Pension Plans on their behalf during
that period."
(w) Section 9.10 -- Section 9.10 is amended by deleting the
existing section and substituting the following:
The Vendors and CanWest agree that NewsMediaCo, Central
Services Company and Xxxxxx.xxx Company shall pay directly to
the appropriate taxing authorities all sales and transfer
taxes, registration charges and transfer fees other than the
goods and services tax/harmonized sales tax imposed under Part
IX of the Excise Tax Act (Canada) and the Quebec sales tax
imposed under An Act respecting the Quebec sales tax payable
by it, applicable in respect of the Reorganization in
accordance with the terms of the Transfer Agreement, all of
which shall be for the account of CanWest, except that any
goods and services tax/harmonized sales tax or any Quebec
sales tax payable by any of NewsMediaCo, Central Services
Company or Xxxxxx.xxx Company as a result of or in connection
with, directly or indirectly, (i) the failure of such
NewsMediaCo, Central Services Company or Xxxxxx.xxx Company to
be registered for goods and services tax/harmonized sales tax
purposes or Quebec sales tax purposes, as applicable, at the
time such company acquired any Purchased Assets as part of the
Reorganization, or (ii) the failure to properly execute and,
where required, file on a timely basis, the appropriate forms
for any relevant goods and services tax/harmonized sales tax
election or Quebec sales tax election to be executed and/or
filed, as the case may be, in connection with the
Reorganization, shall be for the account of the Vendors. Upon
request of a Vendor, CanWest shall provide to that Vendor all
documentation evidencing the self-assessment by NewsMediaCo,
Central Services Company and Xxxxxx.xxx Company of all such
sales and transfer taxes applicable to the Purchased
Businesses transferred by that Vendor (including calculations
relating to those Taxes), as well as copies of all
documentation filed with applicable Governmental Authorities
in conjunction with (or in substitution for) the remittance of
those Taxes".
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(x) Section 9.12 of the Transaction Agreement is amended by
deleting the first two sentences of that section and
substituting the following:
"In the event that the Closing shall be completed as
contemplated by this Agreement, then (a) the amount of all
cash flow after provision for the payment of Taxes by each
Vendor in respect of the taxable income associated with such
cash flow generated or used in the Purchased Businesses from
the Effective Date to the Reorganization Date applicable to
each Vendor shall be for the account of CanWest, and (b) the
amount of all cash flow generated or used in the Purchased
Businesses from the applicable Reorganization Date to the
Closing Date (without regard for the provision of Taxes) shall
be for the account of CanWest."
(y) Section 9.30 -- The Parties agree that the Transitional
Services Agreement attached as Schedule 2(y)-1 and the
Services Agreement attached as Schedule 2(y)-2 are the forms
of agreements contemplated by Section 9.30 of the Transaction
Agreement and the execution and delivery of such agreements
substantially in the form of Schedules 2(y)-1 and 2(y)-2 shall
be a condition precedent to Closing under Sections 7.1 and 8.1
of the Transaction Agreement.
(z) Section 9.31 -- Section 9.31 of the Transaction Agreement is
amended by deleting the word "limited" in the second and third
lines of section 9.31.
(aa) Section 85(1)(e.1) Election -- Article 9 of the Transaction
Agreement is amended by adding Section 9.38 as follows:
"9.38 SECTION 85(1)(E.1) ELECTION
Each of the Vendors covenants and agrees to designate under
paragraph 85(1)(e.1) of the Income Tax Act (Canada) and any
equivalent provision of the income tax laws of the provinces,
before the prescribed time and in the manner determined by
CanWest, the order in which such Purchased Assets will be
considered to have been disposed of by the Vendor for purposes
of subsections 85(1)(d) and (e) and any equivalent provision
of the income tax laws of the provinces, provided that:
(i) The Vendors determine, acting reasonably, that such
determination will not have an adverse effect on the
Vendors; and
(ii) CanWest notifies the Vendors of such determination in
writing within 150 days after the Closing Date to
enable the Vendors to review and comment upon such
determination."
(bb) Section 10.1 -- Section 10.1 of the Transaction Agreement is
amended by adding at the end of subsection 10.1(c) the words
"or a breach of the representation and warranty in Section
4.30(e)".
(cc) Section 10.2 -- Section 10.2 of the Transaction Agreement is
amended by adding to the end of the second sentence of Section
10.2 the words "or incurred by any of them as a result of,
pursuant to or in connection with the Reorganization other
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than any liability in respect of (i) goods and services
tax/harmonized sales tax imposed under Part IX of the Excise
Tax Act (Canada) or Quebec sales tax in respect of the
Reorganization or (ii) any other Taxes which are for the
account of CanWest pursuant to Section 9.10".
(dd) Indemnity -- Article 10 of the Transaction Agreement is
amended by adding Section 10.8 as follows:
"10.8 GST INDEMNITY
CanWest covenants and agrees with Xxxxxxxxx to indemnify and
save harmless on an after-tax basis, Xxxxxxxxx, its Affiliates
and their respective directors, officers, shareholders,
employees, agents and representatives from and against all
Claims which may be made or brought against any such person or
which they may suffer or incur, directly or indirectly as a
result of or in connection with any liability (i) in respect
of goods and services tax/harmonized sales tax imposed under
Part IX of the Excise Tax Act (Canada) or Quebec sales tax
imposed under An Act respecting the Quebec sales tax in
respect of the Reorganization upon NewsMediaCo, Central
Services Company or Xxxxxx.xxx Company or (ii) arising from
the failure by NewsMediaCo, Central Services Company or
Xxxxxx.xxx Company to properly remit to applicable
Governmental Authorities any Taxes for which they are
responsible pursuant to Section 9.10. Notwithstanding the
foregoing, the Vendors covenant and agree with CanWest to
indemnify and save harmless on an after-tax basis, CanWest,
its Affiliates (including for greater certainty, NewsMediaCo,
Central Services Company and Xxxxxx.xxx Company) and their
respective directors, officers, shareholders, employees,
agents and representatives from and against all Claims which
may be made or brought against any such person or which they
may suffer or incur, directly or indirectly as a result of or
in connection with (i) the failure of NewsMediaCo, Central
Services Company or Xxxxxx.xxx Company to be registered for
goods and services tax/harmonized sales tax purposes or Quebec
sales tax purposes, as applicable, at the time such company
acquired Purchased Assets as part of the Reorganization and
(ii) the failure to properly execute and, where required, file
on a timely basis, the appropriate forms for any relevant
goods and services tax/harmonized sales tax election or Quebec
sales tax election to be executed and/or filed, as the case
may be, in connection with the Reorganization. The foregoing
obligations of indemnification in respect of such claims shall
be subject to the requirement that the indemnifying party
shall, in respect of any Claim made by any third person, be
afforded an opportunity at its sole expense to resist, defend
and compromise such Claim provided the indemnifying party
acknowledges in writing its obligation to indemnify in
accordance with the terms of this Agreement."
(ee) Schedules -- The form of schedules attached to the Transaction
Agreement as replaced or amended by the schedules delivered to
counsel for CanWest on or prior to the date hereof and
appended hereto as Appendix A are the final form of schedules
to the Agreement.
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(ff) Actuarial Methods and Assumptions -- The actuarial methods and
assumptions to be used for purposes of the Pension and
Benefits Plan Agreement are those set forth in Schedule
2(ff)-1 hereto. The actuarial methods and assumptions to be
used for purposes of the calculation of accrued liabilities as
of the Effective Date relating to a SERA and post-employment
and post-retirement benefits relating to Transferred Employees
which were to be determined in accordance with Schedule 1.1(a)
to the Transaction Agreement are those set forth in Schedule
2(ff)-2 hereto, except that the actuarial methods and
assumptions to be used for purposes of the calculation of the
accrued liabilities as of the Effective Date of the
post-employment and post-retirement benefits identified in
Schedule 2(ff)-3 (including whether the benefits should be
included for the purposes of determining the value of the
accrued liabilities) have not been agreed upon and, if
agreement on any actuarial assumption in relation to any
benefit identified in Schedule 2(ff)-3 (including whether such
benefits should be included for the purposes of determining
the value of the accrued liabilities) is not reached within 10
days of Closing, or such longer period as the Parties may
agree, any such matter upon which agreement has not been
reached shall be determined by binding arbitration in
accordance with the Arbitration Procedures, provided that for
the purpose of this arbitration only, "Approved Arbitrator"
shall mean a qualified actuary or chartered accountant.
(gg) Section 4.5 -- Section 4.5 of the Transaction Agreement is
amended as follows:
(i) the words ", the Purchased Debt and the Purchased National
Post Company Interest" in the first sentence are deleted and
the words "and the Purchased Debt" are substituted therefor;
(ii) the following new sentence is added as a second sentence:
"At the Closing Time, 3048510 Nova Scotia Company, a
wholly-owned subsidiary of Southam, will be the sole
registered and beneficial owner of the Purchased National Post
Company Interest free and clear of all Encumbrances except as
created pursuant to this Agreement."; and
(iii) the words ",3048510 Nova Scotia Company" shall be
inserted after the words "Newspapers Partnership" in the third
sentence.
3. FULL FORCE AND EFFECT
The Parties confirm that, save and except as amended pursuant to this Amending
Agreement, the Transaction Agreement remains in full force and effect,
unamended, as of the date hereof.
4. COUNTERPARTS
This Amending Agreement may be executed by the Parties in separate counterparts,
including by way of facsimile, each of which when so executed and delivered
shall be an original, but all such counterparts shall together constitute one
and the same instrument.
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IN WITNESS OF WHICH the Parties have duly executed this Amending Agreement.
XXXXXXXXX INTERNATIONAL INC.
By: "X.X. XXXXXXXX"
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Name:
Title:
By: "XXXX XXXXXXX"
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Name:
Title:
SOUTHAM INC.
By: "X.X. XXXXXXXX"
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Name:
Title:
By:
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Name:
Title:
XXXXXXXXX CANADIAN NEWSPAPERS,
LIMITED PARTNERSHIP
BY ITS GENERAL PARTNER, XXXXXXXXX
CANADIAN NEWSPAPERS G.P.
By: "X. XXXXX MACKENZIE"
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Name:
Title:
By:
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Name:
Title:
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HCN PUBLICATIONS COMPANY
By: "X. XXXXX XXXXXXXXX"
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Name:
Title:
By:
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Name:
Title:
CANWEST GLOBAL COMMUNICATIONS CORPORATION
By: "XXXXXXX XXXXX"
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Name:
Title:
By: "XXXXXX XXXXXX"
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Name:
Title:
