EXHIBIT 10.8
PARTNERSHIP AGREEMENT
BETWEEN
METROLAND PRINTING, PUBLISHING & DISTRIBUTING LTD.
AND
1217554 ONTARIO INC.
AND
CITYSEARCH, INC
AND
TORSTAR CORPORATION
MADE AS OF
FEBRUARY 17, 1997
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[*]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
TABLE OF CONTENTS
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ARTICLE ONE - INTERPRETATION 2
1.01 Definitions 2
1.02 Headings 5
1.03 Extended Meanings 5
1.04 Accounting Principles 5
1.05 Currency 5
ARTICLE TWO - FORMATION OF PARTNERSHIP 6
2.01 Formation 6
2.02 Business 6
2.03 Name 6
2.04 Authority 6
2.05 Activities 6
2.06 California Franchise Disclaimer 7
2.07 Ownership of Partners 7
ARTICLE THREE - PLACE OF PARTNERSHIP BUSINESS 7
3.01 Location 7
3.02 Qualification 7
ARTICLE FOUR - MANAGEMENT 8
4.01 Executive Committee 8
4.02 Responsibilities 8
4.03 Compensation 9
4.04 Chairperson 9
4.05 Secretary 9
4.06 Quorum 9
4.07 Voting 9
4.08 Procedures 9
4.09 Unanimous Approval of Matters 11
4.10 Signed Instruments in Lieu of Meeting 12
4.11 No Personal Liability 12
4.12 Execution of Instruments 13
ARTICLE FIVE - ACCOUNTING AND FINANCIAL STATEMENTS 13
5.01 Books and Records 13
5.02 Auditors 13
5.03 Financial Statements 13
5.04 Fiscal Year End 14
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ARTICLE SIX - CONTRIBUTIONS, OTHER FINANCING,
ALLOCATIONS AND DISTRIBUTIONS 14
6.01 Classes of Accounts 14
6.02 Initial Capital Contributions 14
6.03 Additional Partnership Financing 15
6.04 Further Capital Contributions 15
6.05 Income and Losses 16
6.06 Partnership Distributions 16
6.07 Required Expansion Funds 16
6.08 Excluded Torstar Assets 16
6.09 Torstar Service Fees 17
6.10 Back Office Software 17
ARTICLE SEVEN - COVENANTS 17
7.01 Covenants 17
ARTICLE EIGHT - TRANSFER OF PARTNERSHIP INTEREST 18
8.01 No Transfer 15
8.02 Right of First Refusal 18
8.03 Events of Default 20
8.04 Allocation in Event of Transfer 22
ARTICLE NINE - TERMINATION. DISSOLUTION AND NON-COMPETITION 23
9.01 Term 23
9.02 Dissolution 23
9.03 Non-Competition 23
ARTICLE TEN - INSURANCE 24
10.01 Insurance 24
ARTICLE ELEVEN - GENERAL 24
11.01 Further Assurances 24
11.02 Public Announcements 25
11.03 Dispute Resolution 25
11.04 Benefit of the Agreement 25
11.05 Entire Agreement 25
11.06 Currency 25
11.07 Amendment and Waiver 26
11.08 Assignment 26
11.09 Notices 26
11.10 Governing Law 27
PARTNERSHIP AGREEMENT
---------------------
THIS AGREEMENT made as of February 17, 1997;
B E T W E E N:
METROLAND PRINTING, PUBLISHING &
DISTRIBUTING LTD., a corporation incorporated
under the laws of Ontario (hereinafter referred to as "Metroland")
OF THE FIRST PART.
- and -
1217554 ONTARIO INC.. a corporation incorporated
under the laws of Ontario (hereinafter referred to as "CitySearch,
Ontario"),
OF THE SECOND PART.
- and -
CITYSEARCH, INC., a corporation incorporated under the
Laws of Delaware (hereinafter referred to as "CitySearch,
U.S.A.")
OF THE THIRD PART.
- and -
TORSTAR CORPORATION, a corporation incorporated,
under the laws of Ontario (hereinafter referred to as "Torstar")
OF THE FOURTH PART.
WHEREAS Metroland and CitySearch Ontario wish to enter into a general
partnership for the purpose of establishing a CitySearch Information Service (as
hereinafter defined), upon and subject to the terms and conditions of this
Agreement;
AND WHEREAS CitySearch U.S.A. and Torstar are parties to this Agreement
solely for the purpose of giving the representations and warranties provided for
in Section 2.07;
NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the
premises and the covenants and agreements herein contained. the parties hereto
agree as follows:
ARTICLE ONE - INTERPRETATION
----------------------------
1.01 DEFINITIONS
-----------
In this Agreement, unless something in the subject matter or context
is inconsistent therewith:
(a) "Affiliate" means an affiliate of a party as determined by the
provisions of the Business Corporations Act (Ontario) as now enacted
or as the same may be from time to time amended, re-enacted or
replaced;
(b) "Agreement" means this agreement and all amendments made hereto by
written agreement between the parties hereto.
(c) "Ancillary Agreements" means the License and Services Agreement, the
Assignment Agreement and the Non-Competition Agreement, each made as
of the date hereof:
(d) "Annual Budget" has the meaning set forth in Section 4.02;
(e) "Auditors" means the auditors appointed pursuant to Section 5.02;
(f) "Business Day" means a day other than a Saturday, Sunday or statutory
holiday in Ontario or California;
(g) "Capital" means the amount of cash or the value of all property
contributed to the capital of the Partnership pursuant to the
provisions hereof.
(h) "Capital Account" of a Partner means an account to which is credited
or debited all Capital contributions received from and Capital
distributions made, respectively, to such Partner, in accordance with
the provisions of Section 6.01;
(i) "Chairperson" means the individual appointed pursuant to Section 4.04;
(j) "CitySearch Information Service" has the meaning ascribed thereto in
the License and Services Agreement;
(k) "Content" has the meaning ascribed thereto in the License and Services
Agreement;
(l) "Current Account" of a Partner means an account to which is credited
or debited the net income or net loss, respectively, of the
Partnership allocated to such Partner in accordance with the
provisions of Section 6.01;
(m) "Direct Competitor" of Metroland shall mean a person whose business is
primarily involved in newspaper or electronic publishing in the
Exclusive Territory and a Direct Competitor of CitySearch Ontario
shall mean a person whose business competes directly With that of
CitySearch Ontario. CitySearch U.S.A. or any of their respective
Affiliates involved in electronic publishing;
(n) "Exclusive Territory" means the territory so marked in Schedule A
hereto together with any portion of the Extended Territory to the
extent it shall be deemed to be part of the Exclusive Territory in
accordance with Section 9.03;
(o) "Executive Committee" means the Executive Committee constituted
pursuant to Section 4.01;
(p) "Extended Territory" means the [*] territories so marked in Schedule
A hereto except co the extent that any portion thereof has been deemed
to be part of the Exclusive Territory in accordance with Section 9.03;
(q) "Free Cash Flow" means, in respect of any particular period, an amount
determined as follows:
[*]
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[*]
(r) "Launch" means giving written notice (a "Launch Notice"), in the case
of a Launch by the Partnership, to CitySearch Ontario or, in the case
of a Launch by an entity affiliated with CitySearch Ontario or any
Affiliate of CitySearch U.S.A., to the Partnership, of a date when a
CitySearch Information Service will be accessible to the public for a
particular region not more than 150 days from the date of such notice
and -"Launched" and "Launching" shall have corresponding meanings:
(s) "License and Services Agreement" means an agreement made as of even
date herewith between CitySearch U.S.A. and CitySearch Ontario
providing for the licensing to CitySearch Ontario of certain software,
technology and knowhow;
(t) "Non-Competition Agreement" means an agreement made as of even date
herewith between Torstar, CitySearch U.S.A., CitySearch Ontario and
Metroland;
(u) "Partners" means Metroland and CitySearch Ontario, together with such
other persons who may become parties to this Agreement;
(v) "Partnership" means the general partnership constituted by this
Agreement:
(w) "Partnership Business" means the provision of a CitySearch Information
Service and any change made thereto pursuant to Section 4.09;
(x) "Partnership Interest" has the meaning, subject to adjustment pursuant
to Section 6.03(2), set forth on Schedule B;
(y) "Representatives" means the persons who are appointed from time to
time by a Partner pursuant to Section 4.01 which, in the case of a
Partner who is an individual. may be the Partner;
(z) "Required Expansion Funds" means that amount of the Partnership's
revenues which are determined to be applied to fund the Partnership's
expansion;
(aa) "Secretary" means the individual appointed pursuant to Section 4.05;
and
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(bb) "Working Capital" means [*]
1.02 HEADINGS
--------
The division of this Agreement into Articles and Sections and the
insertion of headings are for convenience of reference only and shall not affect
the construction or interpretation of this Agreement. The terms "this
Agreement", "hereof", "hereunder" and similar expressions refer to this
Agreement and not to any particular Article. Section or other portion hereof
and include any agreement supplemental hereto. Unless something in the subject
matter or context is inconsistent therewith, references herein to Articles and
Sections are to Articles and Sections of this Agreement.
1.03 EXTENDED MEANINGS
-----------------
In this Agreement words importing the singular number only shall
include the plural and vice versa, words importing any gender shall include all
genders and words importing persons shall include individuals, partnerships,
associations, trusts, unincorporated organizations and corporations.
1.04 ACCOUNTING PRINCIPLES
---------------------
Wherever in this Agreement reference is made to a calculation to be
made in accordance with generally accepted accounting principles, such reference
shall be deemed to be to the generally accepted accounting principles from time
to time approved by the Canadian Institute of Chartered Accountants, or any
successor institute, applicable as at the date on which such calculation is made
or required to be made. Wherever in this Agreement reference is made to a
calculation to be made in accordance with United States generally accepted
accounting principles, such reference shall be deemed to be to the generally
accepted accounting principles from time to time approved by the American
Institute of Certified Public Accountants, or any successor institute,
applicable as at the date on which such calculation is made or is required to be
made.
1.05 CURRENCY
--------
All references to currency herein are to lawful money of Canada.
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WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
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ARTICLE TWO - FORMATION OF PARTNERSHIP
--------------------------------------
2.01 FORMATION
---------
The Partners hereby constitute themselves a general partnership for the
purpose of carrying on the Partnership Business. To the extent not otherwise
provided for herein, the Partnership shall be governed by the provisions of the
Partnerships Act (Ontario) as now enacted or as the same may be from time to
time amended, re-enacted or replaced.
2.02 BUSINESS
--------
The Partnership shall not carry on any business other than the
Partnership Business and no assets of the Partnership shall be used by any
Partner for any purpose other than the Partnership Business.
2.03 NAME
----
(1) The name of the Partnership shall be Toronto Star CitySearch. The
Partnership's CitySearch Information Service shall, subject to Section 2.03(2),
be co branded to include the Toronto Star name and logo, the logo of CitySearch
U.S.A. and, subject to satisfactory resolution of any relevant trademark
disputes, the CitySearch name.
(2) The Partnership's obligation under Section 2.03(l) to co-brand by
including the logo of CitySearch U.S.A. and the CitySearch name shall be
suspended during any period in which it is determined that the CitySearch
Information Services offered by CitySearch U.S.A. have materially deteriorated
from the standard of such services offered as of the date of this Agreement.
Such co-branding obligation shall recommence at such time as it is determined
that the CitySearch Information Services offered by CitySearch U.S.A. again meet
the standard of such services offered as of the date of this Agreement. All such
determinations must be made unanimously by the Representatives or by an
arbitrator in accordance with the provisions of Section 11.03.
2.04 AUTHORITY
---------
Except as otherwise provided herein no Partner shall have any authority
to act for, or assume any obligation or responsibility on behalf of, any other
Partner or the Partnership.
2.05 ACTIVITIES
----------
Each Partner shall act in good faith toward, and in the best interests
of, the Partnership and shall devote such time as may be required to fulfill the
obligations assumed
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by the Partner in this Agreement. Except as otherwise provided in Section 9.03
and subject to such activities not causing a breach of this Agreement, each
Partner may engage in any other business or activity outside the Partnership
Business.
2.06 CALIFORNIA FRANCHISE DISCLAIMER
-------------------------------
The parties agree that neither this Agreement nor the business
relationship established hereunder will be construed as granting a franchise.
The parties warrant to one another that they have consulted counsel in reviewing
and negotiating this Agreement and have concluded that no business plan or
franchise fees are conveyed or provided for in this Agreement or otherwise by
the relationship established hereby or by the relationship between the parties.
2.07 OWNERSHIP OF PARTNERS
---------------------
(1) CitySearch U.S.A. represents and warrants to Torstar and Metroland that it
is the beneficial and registered owner of all of the outstanding shares of
CitySearch Ontario. Subject to the terms of this Agreement. CitySearch U.S.A.
covenants to ensure that the Partnership Interest held by CitySearch Ontario
continues to be held by a direct or indirect wholly-owned subsidiary of
CitySearch U.S.A.
(2) Torstar represents and warrants to CitySearch U.S.A. and CitySearch
Ontario that it is the beneficial and registered owner of all of the outstanding
shares of Toronto Star Newspapers Limited, which is the beneficial and
registered owner of all of the outstanding shares of Metroland. Subject to the
terms of this Agreement, Torstar covenants to ensure that the Partnership
Interest held by Metroland continues to be held by a direct or indirect wholly-
owned subsidiary of Torstar.
ARTICLE THREE - PLACE OF PARTNERSHIP BUSINESS
---------------------------------------------
3.01 LOCATION
--------
The principal place of business shall be at 0 Xxxxx Xxxxxx, in the City
of Toronto in the Province of Ontario, M5E IE6, or as may otherwise be
unanimously agreed by the Partners, and the books and records of accounts of the
Partnership shall be kept in such location.
3.02 QUALIFICATION
-------------
To the extent required by any applicable law, the Partnership and each
Partner shall qualify to carry on the Partnership Business where the Partnership
Business is to be carried on from time to time and shall maintain such
registrations as may be necessary to lawfully carry on the Partnership Business.
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ARTICLE FOUR - MANAGEMENT
-------------------------
4.01 EXECUTIVE COMMITTEE
-------------------
(1) The Executive Committee shall consist of [*] Representatives. Upon
execution of this Agreement, each Partner shall appoint the number of
individuals as its Representatives set forth opposite its name below:
PARTNER NO. OF REPRESENTATIVES
------- ----------------------
Metroland [*]
CitySearch Ontario [*]
From time to time, on written notice to the other Partners, a Partner may
replace any of its Representatives. The names of the Representatives shall be
entered in the records of the Partnership.
(2) Each Partner shall obtain the written undertaking of each of its
Representatives:
(a) to act and vote as a Representative in order that the purpose, intent
and provisions of this Agreement shall be carried out;
(b) to act honestly, in good faith and in the best interests of the
Partnership: and
(c) to exercise the degree of care, diligence and skill that a reasonably
prudent person would exercise in the circumstances.
4.02 RESPONSIBILITIES
----------------
Subject to Section 4.09, the Executive Committee shall manage the
business and affairs of the Partnership. The Executive Committee may empower
such persons as it deems appropriate (including, without limitation, any
Partner) to bind and commit the Partnership in connection with the Partnership
Business or any part thereof. [*]
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WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
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4.03 COMPENSATION
------------
The Representatives shall serve in that capacity without compensation
provided that each shall be reimbursed by the Partnership for their reasonable
costs and out-of-pocket expenses in connection with the performance of their
duties hereunder.
4.04 CHAIRPERSON
-----------
The Representatives shall elect from among themselves a Chairperson at
the first meeting of the Executive Committee and thereafter annually at the
first meeting of the Executive Committee in each year and such Chairperson shall
serve until a successor is elected. The Chairperson shall preside at all
meetings of the Executive Committee if present, and if not present, the
Representatives shall elect an alternative Chairperson from among themselves to
preside at the meeting.
4.05 SECRETARY
---------
At the first meeting of the Executive Committee the Representatives
shall appoint a Secretary of meetings of the Executive Committee, who need not
be a Representative. The Secretary shall keep records of all proceedings and
decisions of the Executive Committee and the Partners and distribute copies
thereof to each Representative and to each Partner promptly thereafter, and keep
copies of all correspondence and documentation received and sent by the
Representatives and Partners and each Partner shall have the right to examine
the same and take copies thereof.
4.06 QUORUM
------
[*]
4.07 VOTING
------
Each Representative shall have one vote on each matter to be decided
at a meeting of the Executive Committee and each matter shall be decided, unless
otherwise specifically provided herein, by a majority of the votes cast on the
question. The proceedings at each meeting shall be evidenced by minutes signed
by the Chairperson and Secretary.
4.08 PROCEDURES
----------
Meetings of the Executive Committee shall be governed by the following:
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(a) meetings of the Executive Committee
(i) shall be held at least quarterly: and
(ii) may be held any other time
and, unless otherwise agreed by the Representatives, shall be called
by any two Representatives upon not less than 10 Business Days prior
notice and held at the principal office of the Partnership or at such
other location as may be agreed by the Partners:
(b) notice of any meeting of the Executive Committee shall be sent to each
Partner and to each Representative as last recorded in the books of
the Partnership; such notice shall be accompanied by an agenda
prepared by the Chairperson or the other Representatives calling the
meeting, as the case may be, that sets forth those matters to be
considered at the meeting;
(c) with the unanimous approval of the Representatives present at any
meeting of the Executives Committee (or, if all of the Representatives
are present, the approval of a majority of the Representatives), the
business conducted at such meeting may include business in addition to
that set out in the agenda:
(d) provision may be made by the Partners for the holding of regular
meetings in addition to the meetings contemplated in Section
4.08(a)(i) at a specified place and time on specified Business Days of
specified months, and provided that each Partner and each
Representative last recorded in the books of the Partnership has been
sent notice setting forth the particulars of such regular meetings, no
further or other notice shall be required for the calling thereof and
the transaction of business thereat at such a meeting, any such
meeting however shall be preceded by an agenda to be forwarded to the
Partners and Representatives in accordance with the time limits
prescribed in Section 4.08(a);
(e) subject to prior notice of such meeting in the normal manner as is
required by this Agreement, meetings of the Executive Committee may be
conducted by means of telephone or other communications facilities as
permit all persons participating in the meeting to hear each other,
and a Partner's Representative participating in such a meeting by such
means is deemed present at that meeting; and
(f) no notice calling a meeting of the Executive Committee shall be
required if all the Representatives are present or those absent have
waived notice in writing of such meeting in advance.
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4.09 UNANIMOUS APPROVAL OF MATTERS
-----------------------------
Notwithstanding any of the other provisions hereof, the following
matters shall require the prior unanimous approval of the Partners:
(a) any material change in the Partnership Business or in the name of the
Partnership;
(b) the entering into or amendment of any agreement with third parties
except as otherwise permitted hereunder:
(c) the purchase or sale of any assets from or to the Partnership or the
provision of services to the Partnership by any Partner or a related
person to any Partner (as the term "related person" is defined in the
Income Tax Act (Canada)), except (i) pursuant to the License
Agreement, (ii) in an amount not exceeding $1,000 or (iii) as
otherwise permitted herein;
(d) the sale of any assets of the Partnership or the purchase of any
assets by the Partnership with an aggregate price in excess of
$100,000 other than as may be approved in the Annual Budget;
(e) any arrangement for the sharing of profits or any joint venture with
any person;
(f) the merger or other reorganization of the Partnership with any person
or the acquisition by the Partnership of any business;
(g) the admission of a new Partner unless in accordance with visions of
Section 8.02;
(h) other than as may be approved in the Annual Budget, borrowing of any
money in excess of the aggregate principal amount of $100,000.00, the
giving of any security or the making or incurring of any capital
expenditures which, in the aggregate, are in excess of $100,000.00 in
any year;
(i) the making of any decision to Launch or carry on a CitySearch
Information Service to standards that are not equal to the Quality
Standards (as defined in the License and Services Agreement) or to use
any navigation layouts or hierarchical maps inconsistent with those
established from time to time by CitySearch U.S.A.;
(j) the making of any amendments to this Agreement;
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(k) initiating or settling any material litigation involving the
Partnership Business or any of its assets or undertaking;
(1) other than as may be approved in the Annual Budget, the entering into
contracts with a value or which result in obligations over the term
thereof greater than $200,000.00;
(m) the approval of the following management team positions for the
Partnership Business: General Manager, Head of Operations, Head of
Marketing, Head of Sales, Head of Community, Head of Content, Head of
Technology and Head of Design;
(n) the removal or replacement of the Auditors during their term of
appointment. and
(o) the carrying on of the Partnership Business other than in the
Exclusive Territory or the Extended Territory.
4.10 SIGNED INSTRUMENTS IN LIEU OF MEETING
-------------------------------------
Any matter to be decided by the Executive Committee or the Partners
may be passed by resolution signed by each of the Representatives or Partners,
as the case may be. Any resolution so signed is as valid and effective as if
passed at a meeting duly called, constituted and held for that purpose.
4.11 NO PERSONAL LIABILITY
---------------------
No Representative shall incur any personal liability pursuant to
Partnership activities conducted by the Representative in accordance with the
undertaking referred to in Section 4.01(2). The Partnership shall indemnify
Representatives and all employees of the Partnership and their heirs and legal
representatives against all costs, charges and expenses, including an amount
paid to settle an action or satisfy a judgment, reasonably incurred by them in
respect of any civil, criminal or administrative action or proceeding to which
such person is made a party by reason of being or having served in such capacity
if:
(a) such person acted honestly and in good faith with a view to the best
interests of the Partnership, and
(b) in the case of a criminal or administrative action or proceeding that
is enforced by a monetary penalty, such person had reasonable grounds
for believing that his or her conduct was lawful
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and whether or not such person is still serving in such capacity at the time of
such action or judgment.
4.12 EXECUTION OF INSTRUMENTS
------------------------
Contracts, documents or instruments in writing referred to in Section
4.09 which require the approval of all Partners shall be signed by at least one
Representative of each Partner. All other contracts, documents or instruments
in writing requiring execution by the Partnership may be signed in such manner
as is approved by the Executive Committee. All contracts, documents and
instruments in writing so signed shall be binding upon the Partnership without
further authorization or formality. The Executive Committee is authorized from
time to time by resolution to appoint any Partner or Representative or any other
person to sign and deliver on behalf of the Partnership either contracts,
documents or instruments in writing generally or specific contracts, documents
or instruments in writing. Without limiting the generality of the foregoing,
all contracts, documents or instruments requiring execution by the Partnership
and involving expenditures of less than $10,000 (other than those specified in
Section 4.09 as requiring the approval of all Partners) may be signed by any
General Manager of the Partnership.
ARTICLE FIVE - ACCOUNTING AND FINANCIAL STATEMENTS
--------------------------------------------------
5.01 BOOKS AND RECORDS
-----------------
The books and records of accounts of the Partnership shall reflect all
Partnership transactions. Such books and records shall be maintained at the
principal place of business of the Partnership and shall be open to examination
during normal business hours by any Partner. Representative or, at the expense
of a Partner, by an independent accountant selected by a Partner.
5.02 AUDITORS
--------
Ernst & Young shall be appointed the Auditors unless, prior to the
appointment of any other person as Auditors all of the Partners have consented
in writing to such person being appointed.
5.03 FINANCIAL STATEMENTS
--------------------
(1) As soon as practicable after the end of each month but no later than
15 days thereafter, financial statements shall be prepared by the Partnership,
for and as of the end of such month, in accordance with generally accepted
accounting principles consistently applied, and such financial statements shall
show the assets and the liabilities of the Partnership, all income and revenue
received and receivable and all expenses, costs and charges incurred and paid or
payable by the Partnership in respect of such month, with the
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resulting net profit or loss of the Partnership in respect of such month, and
shall also show the amounts standing to the credit of each Partner hereto in
respect of its Capital Account and Current Account, all in accordance with the
provisions herein contained. As soon as practicable at the end of each fiscal
year of the Partnership but no more than 30 days thereafter, like financial
statements shall be prepared for and as of the end of such fiscal year. As soon
as practicable at the end of each fiscal year of the Partnership and no later
than 90 days thereafter, audited financial statements shall be prepared for the
Partnership at the expense of the Partnership. All financial statements
referred to in this Section 5.03 will be accompanied by a restatement to United
States generally accepted accounting principles, which restatement shall be
prepared at the expense of the Partnership.
(2) Any financial statements prepared and certified by the Auditors as
herein provided shall be final, binding and conclusive among the Partners in the
absence of manifest error.
5.04 FISCAL YEAR END
---------------
The fiscal year end of the Partnership shall be December 31.
ARTICLE SIX - CONTRIBUTIONS, OTHER FINANCING,
---------------------------------------------
ALLOCATIONS AND DISTRIBUTIONS
-----------------------------
6.01 CLASSES OF ACCOUNTS
-------------------
[*]
6.02 INITIAL CAPITAL CONTRIBUTIONS
-----------------------------
Not later than the close of business on the Business Day following the
date of this Agreement, the Partners shall make Capital contributions to the
Partnership as follows:
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[*]
6.03 ADDITIONAL PARTNERSHIP FINANCING
--------------------------------
(1) It is the intention of the Partners that additional Capital
contributions required for the Partnership be identified and provided for in the
Annual Budget. By the close of business on the Last Business Day of each fiscal
quarter, the Partners agree to make any additional Capital contributions, on a
[*]% by Metroland [*]% by CitySearch Ontario basis, which are specified in the
Annual Budget as being required for the fiscal quarter following the next
succeeding fiscal quarter. In addition, the Executive Committee shall have the
authority to determine, on a quarterly basis, the amount of any additional
required Capital contributions not identified in the Annual Budget which are in
the best interest of the Partnership. Such additional Capital contributions
determined by the Executive Committee as being required in a particular fiscal
quarter shall not exceed [*]% of the Capital contributions specified in the
Annual Budget for such fiscal quarter. The Partners agree to make additional
Capital contributions, on a [*]% by Metroland and [*]% by CitySearch Ontario
basis, by the close of business on the second Business Day following a capital
call by the Executive Committee. After the Partnership's Free Cash Flow has been
positive for [*], it is the intention of the Partners that, to the greatest
extent possible, funds necessary to carry on the Partnership Business shall be
obtained from the cash flow of the Partnership.
(2) In the event that any Partner fails to make a Capital contribution
required pursuant to Section 6.03(l), the Executive Committee shall cause
Schedule B to be amended to appropriately reflect a pro rata adjustment to the
Partnership Interests of the Partners.
6.04 FURTHER CAPITAL CONTRIBUTIONS
-----------------------------
Subject to Section 6.03, no Partner shall make any further Capital
contributions to the Partnership except with the unanimous agreement of the
other Partners.
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WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
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6.05 INCOME AND LOSSES
-----------------
Income and losses of the Partnership shall be determined in accordance
with the Income Tax Act (Canada). All net income and net losses of the
Partnership shall be shared by and allocated for accounting and income tax
purposes to the Partners as follows:
(a) all net income of the Partnership shall be shared by and allocated to
the Partners in proportion to their respective Partnership Interests:
(b) all net losses of the Partnership shall be allocated to Metroland
until it has been allocated cumulative net losses equal to $[*],
and thereafter all net losses of the Partnership shall be shared by
the Partners and allocated [*]% to Metroland and [*]% to CitySearch
Ontario
6.06 PARTNERSHIP DISTRIBUTIONS
-------------------------
(1) Except as otherwise expressly provided in this Agreement, Capital
shall only be returned to the Partners with the unanimous approval of all of the
Partners.
(2) Unless otherwise agreed by the Partners, all cash flow of the
Partnership shall be distributed to the Partners once the Partnership's Free
Cash Flow has been positive for [*]. Prior to such time, no cash flow of the
Partnership shall be distributed. After such time, CitySearch Ontario shall be
entitled to draw an amount of Free Cash Flow equal to [*] and thereafter the
Partners shall be entitled to draw any Free Cash Flow in respect of a fiscal
quarter of the Partnership at the end of such fiscal quarter in proportion to
their respective Partnership Interests.
6.07 REQUIRED EXPANSION FUNDS
------------------------
The Required Expansion Funds shall be determined by the unanimous
agreement of the Partners until such time as CitySearch Ontario has received an
amount of Free Cash Flow equal to the cash portion of its initial Capital
Contribution pursuant to Section 6.02, and thereafter shall be specified in the
Annual Budget, provided that the Executive Committee shall have the authority to
require deviations from the Annual Budget by up to [*]% in any particular year.
6.08 EXCLUDED TORSTAR ASSETS
-----------------------
The Partners acknowledge that Metroland and Torstar Electronic
Publishing Ltd. ("TEP"), an affiliate of Torstar, have built and currently offer
in both the Exclusive Territory and the Extended Territory certain electronic
offerings. The Partners recognize that some combination of such electronic
offerings with the Partnership Business may be to
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WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
-17-
the mutual advantage of Metroland, TEP and the Partnership. In the event of
such a contribution, details of which are subject to negotiation, the Partners
intend that: (a) the revenues from TEP's and Metroland's currently existing
business will be excluded from the circulation of the Partnership's income and
Free Cash Flow: and (b) the Partnership will share in a portion of any revenues
of Metroland or TEP related to products or services jointly developed with the
Partnership.
6.09 TORSTAR SERVICE FEES
--------------------
To the extent that Torstar or any of its Affiliates provide services
to the Partnership, such services shall be paid for on a cost plus basis in
accordance with the cost plus schedule set out in Schedule E to the License and
Services Agreement.
6.10 BACK OFFICE SOFTWARE
--------------------
The Partners acknowledge that the Partnership may wish to acquire the
right to use certain "back office" software in conjunction with its CitySearch
Information Service. Such software is partly owned by CitySearch U.S.A. and
partly owned by certain third parties. In order to facilitate the use by the
Partnership of that part of the software which is owned by CitySearch U.S.A.,
CitySearch U.S.A. shall use all commercially reasonable efforts to grant, within
30 days, a license to such third party or parties on an "as is" basis for the
use of such part of the software. If desired by the Partnership, CitySearch
U.S.A. will request that such third party or parties enter into a license and
sublicense agreement with the Partnership for the use of the software, such
agreement to be negotiated between the Partnership and such third party or
parties and be on terms mutually agreeable to each of them.
ARTICLE SEVEN - COVENANTS
-------------------------
7.01 COVENANTS
---------
Each Partner covenants that, throughout the term of this Agreement,
the Partner shall:
(a) ensure its continued qualification under the laws of its jurisdiction
of incorporation and such jurisdictions where the Partnership conducts
the Partnership Business to the extent it is reasonably within its
power to do so;
(b) subject to the rights and obligation of the Partners pursuant to the
License Agreement, the Partners agree not to disclose or use any
confidential or proprietary information of the other Partner or any of
its Affiliates or of the Partnership to which it may have access or
have disclosed to it by virtue of the Partnership, except for the
purposes of the Partnership and shall ensure
-18-
that all persons to whom any such information is disclosed is bound by
a duty of confidence with respect thereto:
(c) not permit any security interest, encumbrance, pledge or other similar
claim co exist on its Partnership Interest or its interest in any
property of the Partnership:
(d) at all times duly and punctually pay and discharge separate and
private debts and engagements whether present or future and keep the
Partnership and the other Partners indemnified therefrom and from all
actions, proceedings, costs, claims, demands, damages and expenses in
respect thereof; and
(e) maintain its Canadian resident status for purposes of the Income Tax
Act (Canada).
ARTICLE EIGHT - TRANSFER OF PARTNERSHIP INTEREST
------------------------------------------------
8.01 NO TRANSFER
-----------
(1) Except as expressly provided herein, a Partner shall not sell,
transfer, assign, pledge, charge or in any other way dispose of or encumber its
Partnership Interest without the prior written consent of the other Partners.
(2) Subject to such Affiliate agreeing to be bound by and becoming a party
to this Agreement, each Partner shall be entitled to sell and transfer its
Partnership Interest herein to an Affiliate of such Partner and shall provide
the other Partner with notice in writing of any such sale and transfer as soon
as practicable after such sale and transfer, but in any event in not more than
two Business Days following the sale and transfer.
8.02 RIGHT OF FIRST REFUSAL
----------------------
(1) Before accepting an offer (an "Offer") to purchase all or any of a
Partner's Partnership Interest, such Partner (hereinafter in this Section 8.02
referred to as the "Offeror") shall give notice (hereinafter in this Section
8.02 referred to as the "Notice") of the terms and price of the Offer (such
price being hereinafter in this Section 8.02 referred to as the "Purchase
Price") to the Partnership and to the other Partners.
(2) Upon the Notice being given, the other Partners (hereinafter in this
Section 8.02 sometimes collectively referred to as the "Offerees" and sometimes
individually referred to as an "Offeree") shall have the right to purchase all,
but not less than all, of the Partnership Interest of the Offeror for the
Purchase Price. The Offerees shall be entitled to purchase the Partnership
Interest of the Offeror pro rata based upon the percentage of the
-19-
Partnership Interests beneficially owned by the Offerees or to purchase in such
ocher proportion as the Offerees may agree in writing.
(3) Within 30 Business Days of having been given the Notice, each Offeree
who desires to purchase all of the Partnership Interest of the Offeror that it
is entitled to purchase in accordance with the provisions of Section 8.02(2)
shall give notice to the Offeror, to the Partnership and to the other Offerees.
If any Offeree does not give such notice, the Partnership Interest of the
Offeror that it had been entitled to purchase (hereinafter in this Section
8.02(3) referred to as the "Rejected Interest") may instead be purchased by the
Offerees who did give such notice, pro rata based upon the percentages of the
Partnership Interests beneficially owned by such Offerees as between themselves
or in such other proportion as such Offerees may agree in writing, and, within
five Business Days of the expiry of the 30 Business Day period specified in this
Section 8.02(3), each Offeree who desires to purchase all of the Rejected
Interest that it is entitled to purchase in accordance with the provisions of
this Section 8.02(3) shall give an additional notice to the Offeror, to the
Partnership and to the other Offerees. If any Offeree entitled to give the said
additional notice does not do so, the Rejected Interest that it had been
entitled to purchase may instead be purchased by the Offerees who did give such
notice, and so on from time to time until the Offerees are willing to purchase
all of the Partnership Interest of the Offeror or until they are not willing to
purchase any more. If the Offerees are willing to purchase all, but not less
than all, of the Partnership Interest of the Offeror, the transaction of
purchase and sale shall be completed in accordance with the terms set out in the
Notice.
(4) If the Offeror makes default in transferring its Partnership Interest
to the Offerees in accordance with the terms set out in the Notice, the
Secretary of the Partnership is authorized and directed to receive the purchase
money and to thereupon cause the names of the Offerees to be entered in the
registers of the Partnership as the holders of the Partnership Interests
purchasable by them. The said purchase money shall be held in trust by the
Partnership on behalf of the Offeror and not commingled with the Partnership's
assets, except that any interest thereon shall be for the account of the
Partnership. The receipt by the Secretary of the Partnership for the purchase
money shall be a good discharge to the Offerees and, after their names have been
entered in the registers of the Partnership in exercise of the aforesaid power,
the validity of the proceedings shall not be subject to question by any person.
On such registration, the Offeror shall cease to have any right to or in respect
of the Partnership Interest of the Offeror except the right to receive, without
interest, the purchase price received by the Secretary of the Partnership.
(5) If the Offerees do not give notice in accordance with the provisions
of Section 8.02(3) that they are willing to purchase all of the Partnership
Interest of the Offeror, the rights of the Offerees, subject as hereinafter
provided, to purchase the Partnership Interest of the Offeror shall forthwith
cease and determine and the Offeror
-20-
may, within four months after the expiry of the 30 Business Day period or five
Business Day periods, as the case may be, specified in Section 8.02(3), accept
the Offer, provided that the person to whom its Partnership Interest is to be
sold agrees prior to such transaction to be bound by this Agreement and to
become a party hereto in place of the Offeror with respect to the Partnership
Interest of the Offeror. If the Offer is not accepted within such four month
period on such terms, the rights of the Offerees pursuant to this Section 8.02
shall again take effect and so on from time to time.
(6) [*]
(7) [*]
8.03 EVENTS OF DEFAULT
-----------------
(1) In any of the following events:
(a) any Partner is in breach of a covenant in Article, Seven and, if such
breach is capable of being remedied, such breach is not remedied
within 5 days after notice has been given to such Partner specifying
such breach;
(b) [*]
(c) a process of execution is issued against the Partnership Interest of
any Partner and such execution is not released or vacated within the
shorter of a period of 30 days or such shorter period as would permit
the Partnership Interest to be sold;
(d) any Partner makes an assignment for the benefit of creditors of any
material portion of its assets or is in bankruptcy or is adjudged
bankrupt or insolvent within the meaning of the Bankruptcy and
Insolvency Act (Canada); or
(e) substantially all of the assets of any Partners are seized or
otherwise attached by anyone pursuant to any legal process or other
means, including distress, execution or any other step or proceeding
with similar effect and the same is not released or vacated within the
shorter of a period of 30 days
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WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
-21-
or such shorter period as would permit such property or any part
thereof to be sold pursuant thereto,
the Partners (the "Offerees"), other than the Partner referred to in Sections
8.03 (a) to (d) (the "Defaulting Partner"), shall have the right to purchase
all, but not less than all, of the Partnership Interest beneficially owned by
the Defaulting Partner (the "Offered Interest").
(2) The Offerees shall be entitled to purchase the Offered Interest pro
rata based upon the percentage of the Partnership Interests beneficially owned
by the Offerees or to purchase in such other proportion as the Offerees may
agree in writing.
(3) The price of the Offered Interest, unless the Partners otherwise agree
in writing within 15 Business Days of notice of the date of the event referred
to in Section 8.03(l), shall be an amount equal to the fair value (taking into
account, among other things, the markets, cash flow and prospects of the
Partnership) of the Offered Interest (the "Purchase Price") as determined by an
internationally recognized accounting firm, business valuator or investment bank
(the "Third Party Valuator") agreed to by the Partners as at the end of the
fiscal quarter of the Partnership immediately preceding the fiscal quarter in
which the event referred to in Section 8.03(1) occurred. Such determination
shall be made in writing and given to all of the Partners and to the Partnership
within 30 Business Days of notice of the date of the event referred to in
Section 8.03(1) or as soon thereafter as may be reasonably possible.
(4) The report of the Third Party Valuator when delivered to the Partners
and to the Partnership, shall be conclusive and binding upon all parties.
(5) Within 10 Business Days of having been given the Third Party
Valuator's report of the Purchase Price, each Offeree who desires to purchase
all of the Offered Interest that it is entitled to purchase in accordance with
the provisions of Section 8.03(2) shall give notice to the Defaulting Partner,
to the Partnership and to the other Offerees. If any Offeree does not give such
notice, the portion of the Offered Interest that it had been entitled to
purchase (the "Rejected Interest") may instead be purchased by the Offerees who
did give such notice, pro rata based upon the percentages of the Partnership
Interests beneficially owned by such Offerees as between themselves or in such
other proportion as such Offerees may agree in writing, and, within five
Business Days of the expiry of the 10 Business Day period specified in this
Section 8.03(5), each Offeree who desires to purchase all of the Rejected
Interest that it is entitled to purchase in accordance with the provisions of
this Section 8.03(5) shall give an additional notice to the Defaulting Partner,
to the Partnership and to the other Offerees. If any Offeree entitled to give
the said additional notice does not do so, the Rejected Interest that it had
been entitled to purchase may instead be purchased by the Offerees who did give
such notice, pro rata based upon the percentages of the Partnership Interests
beneficially owned by such Offerees as between themselves or in such other
proportion as such Offerees may agree in writing, and so on
-22-
from time to time until the Offerees are willing to purchase all of the Offered
Interest or until they are not willing to purchase any more. If the Offerees
are willing to purchase all, but not less than all, of the Offered Interest, the
transaction of purchase and sale shall be completed within 20 Business Days of
the expiry of the 10 Business Day period or five Business Day period, as the
case may be, specified in this Section 8.03(5). The transaction shall be
completed at the Partnership's principal office where transfer of the Offered
Interest shall be made by the Defaulting Partner with good title. free and clear
of all liens, charges, encumbrances and any other rights of others, against
payment by certified cheque by the Offerees.
(6) If the Defaulting Partner makes default in transferring the Offered
Interest to the Offerees as provided for in this Section 8.03, the Secretary of
the Partnership is authorized and directed to receive the purchase money and
thereupon to cause the names of the purchasing Offerees to be entered in the
registers of the Partnership as the holders of the portion of the Partnership
Interest purchasable by them. The said purchase money shall be held in trust by
the Partnership on behalf of the Defaulting Partner and not commingled with the
Partnership's assets, except that any interest accruing thereon shall be for the
account of the Partnership. The receipt by the Secretary of the Partnership for
the purchase money shall be a good discharge to the Offerees and, after their
names have been entered in the registers of the Partnership in exercise of the
aforesaid power, the validity of the proceedings shall not be subject to
question by any person. On such registration, the Defaulting Partner shall
cease to have any right to or in respect of the Offered Interest except the
right to receive, without interest, the purchase price received by the Secretary
of the Partnership.
(7) If the Offerees do not give notice in accordance with the provisions
of this Section 8.03 that they are willing to purchase all of the Offered
Interest or complete the purchase of the Offered Interest as provided therein,
the rights of the Offerees, except as hereinafter provided, to purchase the
Offered Interest shall forthwith cease and determine but any Offeree may, except
in respect of a default under Section 8.03(l)(b), within 20 Business Days of the
expiry of the applicable time period referred to in Section 8.03(5), give notice
to the Defaulting Partner, the Partnership and the other Offerees requiring the
dissolution Of the Partnership.
8.04 ALLOCATION IN EVENT OF TRANSFER
-------------------------------
If a Partnership Interest is transferred in accordance with the terms
of this Agreement, all items of income, gain, loss, deduction and credit of the
Partnership shall be allocated between the periods before and after the transfer
by a "closing of the books" method. As of the date of such transfer, the
transferee shall succeed to the Capital Account of the transferor Partner with
respect to the transferred Partnership Interest. This Section 8.04 shall apply
for purposes of computing a Partner's Capital Account.
-23-
ARTICLE NINE - TERMINATION, DISSOLUTION AND NON-COMPETITION
-----------------------------------------------------------
9.01 TERM
----
The Partnership created by this Agreement shall begin on the date
hereof and shall continue [*]
9.02 DISSOLUTION
-----------
(1) The Partnership shall only be dissolved (a) upon agreement in writing
of all the Partners; or (b) if any Partner gives a notice requiring dissolution
pursuant to Section 8.03(7).
(2) Upon dissolution of the Partnership, a full and general account shall
be taken of the assets, credits, debts and liabilities of the Partnership and of
the transactions and dealings thereof and with all convenient speed such assets
and credits shall be sold, realized and got in and the proceeds applied as
follows:
(a) firstly, in paying and discharging the debts and liabilities of the
Partnership to the persons who are not Partners and the expenses of
and incidental to the dissolution of the Partnership;
(b) secondly, in paying to each Partner any unpaid debts and liabilities
(including any unpaid net profits) which may be due to it;
(c) thirdly, in paying to each Partner an amount equal to any credit
balance in its Capital Account limited, in the case of CitySearch
Ontario, to the balance in such account which relates to a cash
contribution; and
(d) fourthly, the balance, if any, of such proceeds shall be divided
between the Partners proportionately to their Partnership Interests.
(3) On dissolution of the Partnership, the Executive Committee shall act
as the receiver of the Partnership. If the Executive Committee shall
be unable or unwilling to so act, the Partners may appoint some other
appropriate person as receiver of the Partnership.
9.03 NON-COMPETITION
---------------
(1) Subject to Section 9.03(3) or any agreement in writing of the parties,
the Partnership Business shall be restricted to offering a CitySearch
Information Service with
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Content pertaining solely to the Exclusive Territory. The Partners hereby
undertake and agree to be bound by their respective obligations under the Non-
Competition Agreement.
(2) [*]
(3) [*]
ARTICLE TEN - INSURANCE
-----------------------
10.01 INSURANCE
---------
Unless the Partners otherwise agree, the Partnership shall maintain
insurance in respect of its business, operations and activities, and the other
assets of the Partnership of such types and in such amounts as the Executive
Committee deems advisable including, without limitation, third party liability
insurance and product liability insurance, both during the operation of the
Partnership Business and until any dissolution is completed.
ARTICLE ELEVEN - GENERAL
------------------------
11.01 FURTHER ASSURANCES
------------------
Each Partner shall from time to time execute and deliver all such
further documents and instruments and do all acts and things as the other
Partners or the Executive
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WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
-25-
Committee may reasonably require to effectively carry out or better evidence or
perfect the full intent and meaning of this Agreement.
11.02 PUBLIC ANNOUNCEMENTS
--------------------
Subject to applicable law or stock exchange regulation, no public
announcement or press release primarily concerning the Partnership shall be made
by any Partner without the prior consent and joint approval of the other
Partners. If a Partner wishes to issue a press release primarily concerning the
Partnership it shall provide a draft thereof (or the portion thereof relating to
the Partnership) to the other Partners as soon as a draft is available and shall
consider any reasonable comments of the other Partners with respect to the press
release provided that such comments are provided forthwith upon receipt of the
draft. Any failure to provide comment with respect to a draft press release
shall be deemed to constitute consent to the release thereof.
11.03 DISPUTE RESOLUTION
------------------
Any dispute, disagreement, controversy, question or claim arising out
of or relating to this Agreement (a "Dispute"), other than a Dispute relating to
confidential information or intellectual property rights of either Partner, must
be conclusively settled by submission to arbitration in accordance with the
rules provided in Schedule "B" hereto.
11.04 BENEFIT OF THE AGREEMENT
------------------------
This Agreement shall enure to the benefit of and be binding upon the
respective heirs, executors, administrators, successors and permitted assigns of
the parties hereto.
11.05 ENTIRE AGREEMENT
----------------
This Agreement and the Ancillary Agreements constitute the entire
agreement between the parties hereto with respect to the subject matter hereof
and cancels and supersedes any prior understandings and agreements between the
parties hereto with respect thereto. There are no representations, warranties,
terms, conditions, undertakings or collateral agreements, express, implied or
statutory, between the parties other than as expressly set forth in this
Agreement or the Ancilliary Agreements.
11.06 CURRENCY
--------
Unless otherwise provided herein, all reference to currency shall be
to Canadian dollars.
-26-
11.07 AMENDMENT AND WAIVER
--------------------
No modification of or amendment to this Agreement shall be valid or
binding unless set forth in writing and duly executed by the parties hereto and
no waiver of any breach of any term or provision of this Agreement shall be
effective or binding unless made in writing and signed by the party purporting
to give the same and, unless otherwise provided, shall be limited to the
specific breach waived.
11.08 ASSIGNMENT
----------
Except as may be expressly provided in this Agreement, no Partner may
assign its rights or obligations under this Agreement without the prior written
consent of the other Partners.
11.09 NOTICES
-------
Any demand, notice or other communication to be given in connection
with this Agreement shall be given in writing and shall be given by personal
delivery or by transmittal by electronic means of communication addressed to the
recipient as follows:
To Metroland or Torstar:
c/o Torstar Corporation
0 Xxxxx Xxxxxx
Xxxxxxx, Xxxxxxx
X0X 0X0
Fax No.: (000) 000-0000
Attention: General Counsel
---------
with a copy to:
Toronto Star Newspapers Limited
0 Xxxxx Xxxxxx
Xxxxxxx, Xxxxxxx
X0X 0X0
Fax No.: (000) 000-0000
Attention: Vice-President, Strategic Planning
---------
-27-
To CitySearch Ontario or CitySearch U.S.A.:
c/o CitySearch, Inc.
000 Xxxx Xxxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxx, Xxxxxxxxxx 91 101
U. S. A.
Fax No.: (000) 000-0000
Attention: Xxxxxxx Xxxxxxx, Chief Financial Officer
---------
or to such other address, electronic communication number or individual as may
be designated by notice given by any Partner to the others. Any communication
shall be conclusively deemed to have been given on the day of actual delivery
thereof if such day is a Business Day and the communication is delivered or
transmitted during the normal business hours of the recipient and on the
Business Day during which normal business hours next occur if given after such
hours on any day.
11.10 GOVERNING LAW
-------------
This Agreement shall be governed by and construed in accordance With
the laws of the Province of Ontario and the laws of Canada applicable therein.
IN WITNESS WHEREOF the Partners have executed this Agreement.
METROLAND PRINTING, PUBLISHING &
DISTRIBUTING LTD.
Per: /s/ Signature Illegible
1217554 ONTARIO INC.
Per: /s/ Signature Illegible
CITYSEARCH, INC,
Per: /s/ Signature Illegible
TORSTAR CORPORATION
Per: /s/ Signature Illegible
Schedule A
EXCLUSIVE TERRITORY/EXTENDED TERRITORY
--------------------------------------
[*]
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WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
Schedule B
PARTNERSHIP INTEREST
--------------------
Metroland [*]%
CitySearch Ontario [*]%
-------------
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WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
