EXHIBIT 17
August 10, 1998
Canadian Imperial Bank of Commerce
Media & Telecommunications Group
000 Xxx Xxxxxx, 0xx Xxxxx
XXX Xxxxx
Xxxxxxx, Xxxxxxx
X0X 0X0
Dear Sirs:
Registration Rights Undertaking
Pursuant to the terms of the credit agreement made as of August
10, 1998 among Xxxxxxxxx Inc. (the "Borrower"), as borrower, and Canadian
Imperial Bank of Commerce ("CIBC"), as lender (the "Credit Agreement"), the
Borrower and 504468 N.B. Inc. ("N.B. Inc.") pledged certain shares of the
Class A Common Stock and Class B Common Stock of Xxxxxxxxx International
Inc. ("HII") to CIBC as a continuing security for the present and future
obligations of the Borrower to the Lender under the Credit documents (as
defined in the Credit Agreement).
A registration statement (including a prospectus) on Form S-3
(No. 333- 04697) was filed under the Securities Act of 1933, as amended
(the "Securities Act") with the Securities and Exchange Commission on May
29, 1996 and amended by Amendment No. 1 thereto filed on November 29, 1996
(the "Registration Statement") that relates to an aggregate of 48,600,754
shares (the "Shares") of Class A Common Stock of HII. The Registration
Statement was declared effective by the Securities and Exchange Commission
on December 9, 1996. The Shares comprise the 33,610,754 outstanding Shares
(the "Outstanding Shares") and the 14,990,000 Shares into which all of the
outstanding shares of Class B Common Stock of HII may be converted in
certain circumstances (the "Conversion Shares").
No offers or sales of the Shares may be made by CIBC pursuant to
the Registration Statement, and prospectus included therein, unless
appropriate post-effective amendments or supplements are made to reflect
facts or events arising after the effective date of the 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 Registration Statement and to include any
material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material change
to such information in the Registration
Statement. HII may require CIBC to furnish HII such information regarding
itself and the distribution of the Shares as HII may from time to time
reasonably request in writing.
This is to confirm our undertaking and agreement that if (i) the
Borrower or N.B. Inc. is in default of its obligations under the Credit
Documents and (ii) CIBC has or intends to exercise its rights under the
Credit Documents, upon written request from CIBC, the undersigned (HII, the
Borrower and N.B. Inc.) shall expeditiously (subject to compliance by CIBC
with the provisions of the prior paragraph) take all further steps
necessary, including filing the necessary amendments or supplements to the
Registration Statement and the prospectus included therein, to permit the
sale of such Shares as are pledged under the Credit Documents from time to
time pursuant to the prospectus included in the Registration Statement, as
amended.
CIBC agrees that, upon receipt of any notice from HII of the
happening of any event as a result of which the prospectus included in the
Registration Statement, as then in effect, includes an untrue statement of
a material fact or omits to state any material fact required to be stated
therein or necessary to make the statements therein not misleading, in
light of the circumstances under which they were made, the Lenders will
forthwith discontinue their disposition of Shares pursuant to the
Registration Statement until they receive the copies of the amended or
supplemented Registration Statement (or prospectus included therein)
contemplated by the preceding sentence of this letter agreement (which the
undersigned shall file as contemplated by the preceding sentence of this
Agreement).
The Borrower and HII will pay all reasonable expenses incurred by
the Lenders in connection with the sale of the 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.
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.
XXXXXXXXX INC.
By: /s/ Xxxxx X. Xxxxxxxx
---------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Vice President and General Counsel
XXXXXXXXX INTERNATIONAL INC.
By: /s/ Xxxxx X. Xxxxxxxx
----------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Vice President
504468 N.B. INC.
By: /s/ Xxxxx X. Xxxxxxxx
----------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Vice President and General Counsel
Acknowledged and agreed:
CANADIAN IMPERIAL BANK OF COMMERCE
By: /s/ Xxxxx Xxxxx
---------------------------------
Name: Xxxxx Xxxxx
Title: Managing Director
By: /s/ Xxxxx Xxxxxxxxx
---------------------------------
Name: Xxxxx Xxxxxxxxx
Title: Executive Director
