EXHIBIT 10.9
LIMITED PARTNERSHIP AGREEMENT
BETWEEN
1310818 ONTARIO INC.
AND
METROLAND PRINTING, PUBLISHING & DISTRIBUTING LTD.
AND
CITYSEARCH CANADA INC.
AND
TELE-DIRECT (SERVICES) INC.
AND
CITYSEARCH, INC.
AND
TORSTAR CORPORATION
AND
TELE-DIRECT (PUBLICATIONS) INC.
MADE AS OF
AUGUST 31, 1998
TABLE OF CONTENTS
Page
ARTICLE 1 INTERPRETATION
1.1 Definitions................................................................... 3
1.2 Headings and Table of Contents................................................ 7
1.3 Incorporation of Preambles and Recitals....................................... 7
1.4 Extended Meanings............................................................. 7
1.5 Accounting Principles......................................................... 7
1.6 Calculation of Time........................................................... 7
ARTICLE 2 THE LIMITED PARTNERSHIP
2.1 Formation.................................................................... 8
2.2 Declaration of Limited Partnership........................................... 8
2.3 Filing of Declarations....................................................... 9
2.4 Unlimited Liability of General Partner....................................... 9
2.5 Limited Liability of Limited Partners........................................ 9
2.6 Limited Partnership Interests................................................ 9
2.7 Business..................................................................... 10
2.8 Name......................................................................... 10
2.9 Authority.................................................................... 10
2.10 Activities................................................................... 10
2.11 California Franchise Disclaimer.............................................. 10
2.12 Ownership of Limited Partners................................................ 10
2.13 Year 2000 Compliance......................................................... 11
ARTICLE 3 PLACE OF LIMITED PARTNERSHIP BUSINESS
3.1 Location..................................................................... 12
3.2 Qualification................................................................ 12
ARTICLE 4 GENERAL PARTNER AND RESTRICTIONS ON LIMITED PARTNERS
4.1 General Partner and Duties of the General Partner............................ 12
4.2 Appointment of Operating Personnel by General Partner........................ 13
4.3 Reimbursement of the General Partner......................................... 13
4.4 Appointment of Publisher..................................................... 13
4.5 Borrowing.................................................................... 13
4.6 No Commingling of Funds...................................................... 13
4.7 Restrictions upon the General Partner........................................ 13
4.8 Representations and Warranties of General Partner............................ 14
4.9 Limitations on Authority of the Limited Partners............................. 14
ARTICLE 5 MANAGEMENT OF THE LIMITED PARTNERSHIP,ACCOUNTING AND FINANCIAL
STATEMENTS
5.1 Control...................................................................... 15
5.2 Meetings..................................................................... 15
5.3 Minute Book.................................................................. 15
5.4 Books and Records............................................................ 15
5.5 Financial Statements......................................................... 16
5.6 Auditors..................................................................... 16
5.7 Fiscal Year End.............................................................. 16
5.8 Other Information............................................................ 16
ARTICLE 6 CAPITAL CONTRIBUTIONS,ALLOCATIONS AND DISTRIBUTIONS
6.1 Classes of Accounts.......................................................... 17
6.2 Capital Contributions........................................................ 17
6.3 Capital Accounts and Initial Capital Contributions........................... 18
6.4 Additional Capital Contributions............................................. 18
6.5 Consequences of Non-Payment of Additional Capital Contribution............... 19
6.6 Allocation for Income Tax Purposes........................................... 21
6.7 Distributions to Limited Partners............................................ 22
6.8 Allocation in Event of Transfer.............................................. 22
ARTICLE 7 BUSINESS CONTRIBUTIONS AND OPERATION
7.1 Locations Where Service Will Be Provided..................................... 22
7.2 Site Selection............................................................... 24
7.3 Contributions of the Limited Partners........................................ 24
7.4 Subsequent Inputs............................................................ 24
7.5 Tele-Direct Contributions.................................................... 24
7.6 Excluded TEP/Metroland Assets and Excluded Tele-Direct Assets................ 25
7.7 Excluded Assets.............................................................. 25
7.8 Sympatico.................................................................... 26
7.9 CitySearch Canada Competitors................................................ 26
ARTICLE 8 COVENANTS OF LIMITED PARTNERS
8.1 Covenants.................................................................... 27
ARTICLE 9 TERMINATION, DISSOLUTION AND NON-COMPETITION
9.1 Term......................................................................... 27
9.2 Dissolution.................................................................. 28
ARTICLE 10 INSURANCE
10.1 Insurance.................................................................... 29
ARTICLE 11 GENERAL
11.1 Further Assurances........................................................... 29
11.2 Public Announcements......................................................... 30
11.3 Benefit of the Agreement..................................................... 30
11.4 Entire Agreement............................................................. 30
11.5 Dispute Resolution........................................................... 30
11.6 Amendment and Waiver......................................................... 31
11.7 Assignment................................................................... 31
11.8 Notices...................................................................... 31
11.9 Governing Law................................................................ 33
11.10 Limited Partner not a General Partner........................................ 33
11.11 Counterparts................................................................. 33
LIMITED PARTNERSHIP AGREEMENT
-----------------------------
THIS AGREEMENT made as of August 31, 1998;
B E T W E E N:
1310818 ONTARIO INC., a corporation incorporated under the laws of
Ontario
(hereinafter referred to as "General Partner")
OF THE FIRST PART
- and -
METROLAND PRINTING, PUBLISHING & DISTRIBUTING LTD., a corporation
incorporated under the laws of Ontario
(hereinafter referred to as "Metroland")
OF THE SECOND PART
- and -
CITYSEARCH CANADA INC., a corporation incorporated under the laws of
Ontario
(hereinafter referred to as "CitySearch Canada")
OF THE THIRD PART
- and -
TELE-DIRECT (SERVICES) INC., a corporation incorporated under the laws
of Canada
(hereinafter referred to as "Tele-Direct")
OF THE FOURTH PART
- and -
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CITYSEARCH, INC., a corporation incorporated under the laws of
Delaware
(hereinafter referred to as "CitySearch U.S.A.")
OF THE FIFTH PART
- and -
TORSTAR CORPORATION, a corporation incorporated under the laws of
Ontario
(hereinafter referred to as "Torstar")
OF THE SIXTH PART
- and -
TELE-DIRECT (PUBLICATIONS) INC., a corporation incorporated under the
laws of Canada
(hereinafter referred to as "Tele-Direct Pub.")
OF THE SEVENTH PART
WHEREAS the parties hereto hereby agree to form a limited partnership
for the purpose of operating the Limited Partnership Business;
AND WHEREAS the parties hereto have entered into this Agreement for
the purpose of making provision for the harmonious operation of the Limited
Partnership and to provide for their obligations with respect to the Limited
Partnership and to each other in respect of the Limited Partnership;
AND WHEREAS the General Partner is to be the general partner and the
Limited Partners are to be the limited partners of the limited partnership
created by this Agreement;
AND WHEREAS Tele-Direct Pub., CitySearch U.S.A. and Torstar are
parties to this Agreement for the purpose of giving the representations and
warranties provided for in Section 2.12;
AND WHEREAS CitySearch U.S.A. is also a party to this Agreement for
the purpose of giving the covenant in Section 2.13;
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NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the
premises and the covenants and agreements herein contained and for other good
and valuable consideration the receipt and sufficiency of which is hereby
acknowledged, the parties hereto covenant and agree as follows:
ARTICLE 1
INTERPRETATION
--------------
1.1 DEFINITIONS
-----------
In this Agreement, unless something in the subject matter or context
is inconsistent therewith, the following terms as used herein, including the
recitals, shall have the meanings set forth below:
(a) "AMENDED AND RESTATED LICENSE AND SERVICES AGREEMENT" means the
agreement made between CitySearch U.S.A. and CitySearch Canada
providing for the licensing to CitySearch Canada of certain software,
technology and know-how dated as of August 31, 1998;
(b) "ACT" means the Limited Partnerships Act (Ontario) as now enacted or
as the same may be from time to time amended, re-enacted or replaced;
(c) "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;
(d) "AGREEMENT" means this agreement and all amendments made hereto by
written agreement between the parties hereto;
(e) "ANCILLARY AGREEMENTS" means the Amended and Restated License and
Services Agreement, xxxxxxx.xxx Sublicense and Services Agreement,
Tele-Direct Sales Agreement, Tele-Direct Services Agreement, Torstar
Services Agreement, Metroland and CitySearch Conveyance and Employee
Transfer Agreement, Reciprocal Fees Agreement and Non-Competition
Agreement, each dated as of August 31, 1998;
(f) "ANNUAL BUDGET" means the then current annual budget (including
projections of cash flow, capital expenditure and income) for the
Limited Partnership approved pursuant to Section 5.1 of the Unanimous
Shareholder Agreement;
(g) "AUDITORS" means the auditors appointed pursuant to Section 5.6;
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(h) "BOARD OF DIRECTORS" means the board of directors of the General
Partner as elected or appointed from time to time;
(i) "BUSINESS" means the business of developing and operating local on-
line services (with content comprising local news and information,
local events, yellow pages business directories, and with classified
advertising content relating to jobs, automotive, real estate and
other classifications) that facilitate communication and business
transactions for internet users, generating revenue from advertising
and electronic commerce transactions, all as more particularly
described in Schedule B;
(j) "BUSINESS DAY" means a day other than a Saturday, Sunday or statutory
holiday in Ontario or California;
(k) "BUSINESS PLAN" means a business and marketing plan of the Limited
Partnership as approved by the Board of Directors pursuant to Section
5.1 of the Unanimous Shareholder Agreement;
(l) "CAPITAL" means the amount of cash or the value of all property
contributed to the capital of the Limited Partnership pursuant to the
provisions hereof;
(m) "CAPITAL ACCOUNT" of a Limited Partner means an account to which is
credited or debited all Capital contributions received from and
Capital distributions made, respectively, to such Limited Partner, in
accordance with the provisions of this Agreement;
(n) "CITYSEARCH INFORMATION SERVICE" means an online service of providing
Content related to restaurants, entertainment, retail establishment,
community events and other services, including on-line ticketing and
sale of merchandise, pertaining to a particular city or geographic
region which uses the CitySearch Systems;
(o) "CITYSEARCH SYSTEMS" has the meaning ascribed thereto in the Amended
and Restated License and Services Agreement;
(p) "CONTENT" has the meaning ascribed thereto in the Amended and Restated
License and Services Agreement;
(q) "CONTRIBUTING LIMITED PARTNER" has the meaning ascribed thereto in
Section 6.5;
(r) "CURRENT ACCOUNT" of a Limited Partner means an account to which is
credited or debited the net income or net loss, respectively, of the
Limited Partnership allocated to such Limited Partner in accordance
with the provisions of Section 6.1;
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(s) "DILUTION DATE" has the meaning set forth in Section 6.5;
(t) "DISTRIBUTION" and "DISTRIBUTED" shall mean amounts paid or other
property distributed by the Limited Partner in respect, or on account
of its interest in the Limited Partnership;
(u) "DIRECT COMPETITOR" of Metroland means a person whose business is
primarily involved in newspaper or electronic publishing; a Direct
Competitor of CitySearch Canada means a person whose business competes
directly with that of CitySearch Canada, CitySearch U.S.A. or any of
their respective Affiliates involved in electronic publishing; and a
Direct Competitor of Tele-Direct means a person whose business
competes directly with Tele-Direct or any of its respective Affiliates
in print and electronic publishing and data-related businesses;
(v) "EBITDA" means, for a particular fiscal period of the Limited
Partnership, the income (or loss) of the Limited Partnership before
deductions of depreciation, amortization, interest and taxes for such
fiscal period as determined from the financial statements of the
Limited Partnership for such period;
(w) "EXCLUSIVE TERRITORY" means the territory so marked in Schedule A;
(x) "EXECUTIVE COMMITTEE" means the executive committee of the Board of
Directors of the General Partner, as constituted from time to time;
(y) "FISCAL YEAR" means the period which currently commences on the date
hereof or January 1, and the case may be in any calendar year and ends
on December 31 in the same calendar year, or any other period
determined from time to time by the Board of Directors of the
Corporation to be the fiscal year of the Corporation;
(z) "GENERAL PARTNER" means 1310818 Ontario Inc.;
(aa) "INITIAL CAPITAL CONTRIBUTION" means in the case of Tele-Direct, the
amount of $[*] in cash, in the case of CitySearch Canada, the adjusted
cost base of the assets it is contributing under Section 6.2(b)(i)
which is estimated to be [*] Dollars ($[*]), and in the case of
Metroland, the adjusted cost base of the assets it is contributing
under Section 6.2(b)(ii) and an amount by way of deemed Capital
contribution sufficient to bring Metroland's Initial Capital
Contribution to [*] Dollars ($[*]);
(bb) "LIMITED PARTNERS" means Tele-Direct, Metroland and CitySearch Canada,
together with such other Persons who may become parties to this
Agreement and Limited Partner means any one of them;
[*] = 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.
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(cc) "LIMITED PARTNERSHIP" means the limited partnership constituted by
this Agreement;
(dd) "LIMITED PARTNERSHIP BUSINESS" means the Business to be carried on in
the Exclusive Territory set forth on the map in Schedule A;
(ee) "LIMITED PARTNERSHIP INTEREST" has the meaning, subject to adjustment
pursuant to Section 6.4(2), set forth in Schedule E;
(ff) "MAJOR LIMITED PARTNERS" means Tele-Direct and Metroland and a Major
Limited Partner means any one of them;
(gg) "MAJOR SHAREHOLDERS" means collectively Tele-Direct and Metroland and
a "Major Shareholder" means any one of them;
(hh) "METROLAND AND CITYSEARCH CANADA CONVEYANCE AND EMPLOYEE TRANSFER
AGREEMENT" means an agreement among CitySearch Canada, Metroland,
Tele-Direct and the Limited Partnership dated August 31, 1998;
(ii) "NON-COMPETITION AGREEMENT" means an agreement made as of August 31,
1998 among Toronto Star Newspapers Ltd, Metroland, Tele-Direct and
CitySearch Canada;
(jj) "NON-CONTRIBUTING LIMITED PARTNER" has the meaning set forth in
Section 6.5;
(kk) "NOTICE" has the meaning set forth in Section 6.5;
(ll) "PERSON" means an individual, partnership, unincorporated association,
organization, syndicate, corporation, trustee, executor, administrator
or other legal or personal representative;
(mm) "PROMISSORY NOTE" has the meaning ascribed thereto in Section 6.2(b);
(nn) "SHAREHOLDER" means any holder of shares in the capital of the General
Partner;
(oo) "TEP" means Torstar Electronics Publishing Ltd;
(pp) "TORONTO STAR CITYSEARCH" means the general partnership formed as of
February 17, 1997 between Metroland and CitySearch Canada;
(qq) "XXXXXXX.XXX SUBLICENSE AND SERVICES AGREEMENT" means the agreement
between CitySearch Canada and the Limited Partnership dated as of
August 31, 1998;
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(rr) "TRANSFER" means to sell, assign, surrender, give, transfer, pledge,
mortgage, charge, create a security interest in, hypothecate or
otherwise encumber the Limited Partnership Interest, whether
voluntary, involuntary, by operation of law or otherwise. A change in
control of a Limited Partner shall be deemed not to be a Transfer of
the Limited Partnership Interest held by that Limited Partner; and
(ss) "UNANIMOUS SHAREHOLDERS AGREEMENT" means an agreement made as of
August 31, 0000 xxxxxxx Xxxx-Xxxxxx, Xxxxxxxxx, XxxxXxxxxx Xxxxxx and
the General Partner.
1.2 HEADINGS AND TABLE OF CONTENTS
------------------------------
The division of this Agreement into Articles and Sections, the
insertion of headings and the provision of any table of contents 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.
1.3 INCORPORATION OF PREAMBLES AND RECITALS
---------------------------------------
The preambles and recitals set forth herein are true and correct at
the date hereof and are deemed to be part of this Agreement.
1.4 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.
1.5 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.
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1.6 CALCULATION OF TIME
-------------------
When calculating the period of time within which or following which
any act is to be done or step taken pursuant to this Agreement, the first day of
such period shall be excluded and the last day of such period shall be included.
If the last day of such period is not a Business Day, the period in question
shall end on the next Business Day.
1.7 CURRENCY
--------
Unless otherwise provided herein, all reference to currency shall be
to Canadian dollars.
1.8 SECTION AND SCHEDULE REFERENCES
-------------------------------
Unless the context requires otherwise, references in this Agreement to
Sections, Exhibits or Schedules are to Sections, Exhibits or Schedules of this
Agreement. The Exhibits and Schedules to this Agreement are as follows:
EXHIBITS
--------
A Promissory Note
SCHEDULES
---------
A Area Map of the Exclusive Territory
B Description of the Limited Partnership's Business
C Cities/Regions in which Torstar/Metroland Operates and in which
Tele-Direct Operates
D Inputs
E Limited Partnership Interest
ARTICLE 2
THE LIMITED PARTNERSHIP
-----------------------
2.1 FORMATION
---------
The General Partner and the Limited Partners hereby constitute
themselves a limited partnership (the "Limited Partnership") for the purpose of
carrying on the Limited Partnership Business, subject to the terms and
conditions hereinafter set forth. To the extent not otherwise provided for
herein, the Limited Partnership shall be governed by the provisions of the Act
as now enacted or as the same may be from time to time amended, re-enacted or
replaced.
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2.2 DECLARATION OF LIMITED PARTNERSHIP
----------------------------------
A Declaration of Limited Partnership shall be filed or recorded to
establish the Limited Partnership with the Ministry of Consumer and Commercial
Relations in accordance with the provisions of the Act and in such other public
office as is required under applicable law or deemed advisable under the
discretion of the General Partner. Further amendments to the declaration also
shall be duly filed and recorded as required under the law or deemed advisable
in the discretion of the General Partner.
2.3 FILING OF DECLARATIONS
----------------------
As soon as practicable following the execution hereof, the General
Partner shall cause to be executed and filed such declarations, instruments and
documents as may be required under the laws of Ontario including the requisite
declarations under the Act. The General Partner shall, in accordance with the
provisions of this Agreement, cause to be filed, as appropriate, additional
declarations as required under the Act. The General Partner and each Limited
Partner shall execute and deliver as promptly as possible any documents that may
be necessary or desirable to accomplish the purposes of this Agreement or to
give effect to the formation and continuance of the Limited Partnership under
applicable laws. The General Partner shall take all necessary actions on the
basis of information available to it and maintain the status of the Limited
Partnership as a limited partnership.
2.4 UNLIMITED LIABILITY OF GENERAL PARTNER
--------------------------------------
The General Partner will have unlimited liability for all debts and
other liabilities and obligations of the Limited Partnership.
2.5 LIMITED LIABILITY OF LIMITED PARTNERS
-------------------------------------
Subject to the Act and any specific assumption of liability, the
liability of each Limited Partner for the debts, liabilities and obligations of
the Limited Partnership is limited to the amount of capital that such Limited
Partner has contributed or agreed to contribute to the Limited Partnership plus
such Limited Partner's share of the undistributed income of the Partnership as
set out herein and a Limited Partner shall have no further personal liability
for such debts, liabilities and obligations after making the full amount of such
Limited Partner's capital contribution to the Limited Partnership, subject to
any further calls or assessments or further contributions to the Limited
Partnership required pursuant to the terms of this Agreement.
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2.6 LIMITED PARTNERSHIP INTERESTS
-----------------------------
Notwithstanding the unequal Capital contributions of the General
Partner and the Limited Partners, the General Partner and the Limited Partners
hereby acknowledge and agree that as of the date hereof the respective Limited
Partnership Interests are as set forth in Schedule E.
2.7 BUSINESS
--------
The Limited Partnership shall not carry on any business other than the
Limited Partnership Business and no assets of the Limited Partnership shall be
used by any Limited Partner for any purpose other than the Limited Partnership
Business.
2.8 NAME
----
The name of the Limited Partnership shall be xxxxxxx.xxx. The primary
brand and URL address of the website for the Limited Partnership shall be
xxxxxxx.xxx. The by-line shall read as follows: "A Torstar/Tele-Direct
Partnership". In addition, the Toronto Star and Yellow Pages brands and/or
trademarks will be prominently displayed on the homepage and elsewhere on the
site. A xxxx will be placed "above the fold" on the first screen visible without
scrolling on the home page with the CitySearch U.S.A. logo and the statement "A
member of the CitySearch network".
2.9 AUTHORITY
---------
Except as otherwise provided herein, no Limited Partner shall have any
authority to act for, or assume any obligation or responsibility on behalf of,
any other Limited Partner or the Limited Partnership.
2.10 ACTIVITIES
----------
Each Limited Partner shall act in good faith toward, and in the best
interests of, the Limited Partnership and shall devote such time as may be
required to fulfill the obligations assumed by the Limited Partner in this
Agreement. Except as otherwise provided in Article 7 and subject to such
activities not causing a breach of this Agreement, each Limited Partner may
engage in any other business or activity outside the Limited Partnership
Business.
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2.11 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.
2.12 OWNERSHIP OF LIMITED PARTNERS
-----------------------------
(1) CitySearch U.S.A. represents and warrants to Tele-Direct, Tele-Direct
Pub., Torstar and Metroland that it is the beneficial and registered owner of
all of the outstanding shares of CitySearch Canada. Subject to the terms of
this Agreement, CitySearch U.S.A. covenants to ensure that the Limited
Partnership Interest held by CitySearch Canada continues to be held by a direct
or indirect wholly-owned subsidiary of CitySearch U.S.A.
(2) Torstar represents and warrants to Tele-Direct, Tele-Direct Pub.,
CitySearch U.S.A. and CitySearch Canada 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 Limited Partnership Interest held by Metroland continues to be held by
a direct or indirect wholly-owned subsidiary of Torstar.
(3) Tele-Direct Pub. represents and warrants to Torstar, Metroland,
CitySearch U.S.A. and CitySearch Canada that it is the beneficial and registered
owner of all of the outstanding shares of Tele-Direct. Subject to the terms of
this Agreement, Tele-Direct Pub. covenants to ensure that the Limited
Partnership Interest held by Tele-Direct continues to be held by a direct or
indirect wholly-owned subsidiary of Tele-Direct Pub.
2.13 YEAR 2000 COMPLIANCE
--------------------
CitySearch U.S.A. covenants that on or before August 31, 1999:
(i) its 2.5, 2.6 and 2.7 releases of the software currently utilized
by the Limited Partnership will be installed in the xxxxxxx.xxx
platform; and
(ii) such releases will be Year 2000 compliant.
For the purposes of this Agreement, Year 2000 compliance shall mean the software
has been written and tested to support numeric transitions in leap years and
from the 20th to the 21st centuries, and back (eg. all calculations, ageing,
reporting, printing, displays, reversals, disasters, on vital records,
recoveries) without corruption or impact to current and/or future operations,
and that the software will operate during each such time period without error or
inaccuracy relating to
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or arising from the processing of calendar date data, including without
limitation, recognizing, calculating, comparing, managing, manipulating, sorting
and sequencing from, into and between different centuries or more than one
century, recognizing calendar date data century and performing calculations to
accommodate same-century and multi-century formulas and calendar date values.
ARTICLE 3
PLACE OF LIMITED PARTNERSHIP BUSINESS
-------------------------------------
3.1 LOCATION
--------
The principal place of business shall be at 0 Xxxxx Xxxxxx, in the
City of Toronto in the Province xx Xxxxxxx, X0X 0X0, or as may otherwise be
determined by the General Partner, and the books and records of accounts of the
Limited Partnership shall be kept at such location.
3.2 QUALIFICATION
-------------
To the extent required by any applicable law, the Limited Partnership
and each Limited Partner shall qualify to carry on the Limited Partnership
Business where the Limited 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 Limited Partnership Business.
ARTICLE 4
GENERAL PARTNER AND RESTRICTIONS ON LIMITED PARTNERS
----------------------------------------------------
4.1 GENERAL PARTNER AND DUTIES OF THE GENERAL PARTNER
-------------------------------------------------
Subject to any delegation of its powers properly authorized and
subject to the provisions of the Act, the General Partner will control and have
full and exclusive power, authority and responsibility of the business of the
Limited Partnership and will do or cause to be done in a prudent and reasonable
manner any and all acts necessary, appropriate or incidental to the business of
the Limited Partnership.
The General Partner shall exercise the powers and discharge the duties
of its office hereunder honestly, in good faith and in the best interest of the
Limited Partners and, in connection therewith, shall exercise the degree of
care, diligence and skill that a reasonably prudent person, experienced in the
business of the Limited Partnership, would exercise in comparable circumstances.
The General Partner shall be entitled to retain advisors, experts or consultants
to assist it in the exercise of its powers and the performance of its duties
hereunder. The General Partner further covenants that it shall maintain the
confidentiality of financial and other information and data which it may obtain
through or on behalf of the Limited Partnership,
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the disclosure of which may adversely affect the interests of the Limited
Partnership or a Limited Partner, except to the extent that the disclosure is
required by law or is in the best interests of the Limited Partnership, and it
shall utilize the information and data only for the business of the Limited
Partnership.
4.2 APPOINTMENT OF OPERATING PERSONNEL BY GENERAL PARTNER
-----------------------------------------------------
The General Partner shall appoint operating personnel of the Limited
Partnership and specify their duties.
4.3 REIMBURSEMENT OF THE GENERAL PARTNER
------------------------------------
The General Partner is entitled to reimbursement by the Limited
Partnership for all reasonable third party costs and expenses which are incurred
by the General Partner on behalf of the Limited Partnership in the ordinary
course of business or other costs and expenses incidental to acting as General
Partner to the Limited Partnership which are incurred, provided the General
Partner is not in default of its duties hereunder in connection with such costs
and expenses.
4.4 APPOINTMENT OF PUBLISHER
------------------------
The General Partner shall appoint the Publisher of the Limited
Partnership who shall report directly to the Executive Committee, which in turn
shall report to the Board of Directors. Until replaced with the approval of a
majority of the Board of Directors, the first Publisher shall be a Torstar
employee.
4.5 BORROWING
---------
The General Partner may borrow funds in the name of and on the
security of the assets of the Limited Partnership for the purposes of financing
and refinancing the business and operations of the Limited Partnership but not
for any other purpose.
4.6 NO COMMINGLING OF FUNDS
-----------------------
The funds or assets of the Limited Partnership shall not be commingled
with the funds or assets of the General Partner or any other Person.
4.7 RESTRICTIONS UPON THE GENERAL PARTNER
-------------------------------------
(1) The General Partner covenants that it shall not without the written
consent of all of the Limited Partners:
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(a) cause the Limited Partnership to guarantee the obligations or
liabilities of or make loans to the General Partner or any affiliate
or associate of the General Partner; or
(b) commingle the funds of the Limited Partnership with the funds of the
General Partner or any affiliate or associate of either of the General
Partner or any other Person;
(2) The General Partner has no authority without the written consent to
the specific act of all of the Limited Partners to:
(a) do any act in contravention of this Agreement;
(b) do any act which makes it impossible to carry on the ordinary business
of the Limited Partnership;
(c) consent to a judgment against the Limited Partnership;
(d) possess property of the Limited Partnership, or assign any rights in
specific property of the Limited Partnership, for other than a limited
partnership purpose; or
(e) admit a Person as a general partner.
4.8 REPRESENTATIONS AND WARRANTIES OF GENERAL PARTNER
-------------------------------------------------
The General Partner represents, warrants and covenants to the Limited
Partners that the General Partner:
(a) is a corporation incorporated and in good standing under the laws of
the Province of Ontario;
(b) has the capacity and corporate authority to act as General Partner and
to perform its obligations under this Agreement, and such obligations
do not and will not conflict with or breach its Articles of
Incorporation, by-laws or any agreement by which it is bound; and
(c) will carry on no business other than for the purposes set forth in
this Agreement.
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4.9 LIMITATIONS ON AUTHORITY OF THE LIMITED PARTNERS
------------------------------------------------
While Limited Partners have voting rights with respect to certain
matters, including the termination of the Limited Partnership, no Limited
Partner may take part in the operation or management of the business of the
Limited Partnership nor may any Limited Partner have the power to sign for or to
bind the Limited Partnership; however a Limited Partner may from time to time
examine into the state and progress of the business of the Limited Partnership
and advise as to its management. Limited Partners shall comply with the
provisions of the Act in force or in effect from time to time and shall not take
any action which will jeopardize or eliminate the status of the Limited
Partnership as a limited partnership.
ARTICLE 5
MANAGEMENT OF THE LIMITED PARTNERSHIP,
ACCOUNTING AND FINANCIAL STATEMENTS
-----------------------------------
5.1 CONTROL
-------
The General Partner shall have the full and exclusive control of the
business of the Limited Partnership. The Limited Partners shall have no control
over and no right to control the business of the Limited Partnership or the
management or direction of its affairs or policy and shall not have any power to
transact the business of, or sign for, or in any way bind, the Limited
Partnership.
5.2 MEETINGS
--------
Meetings of the Limited Partners may be called at any time by the
General Partner and shall be called upon written request of the Limited
Partners. Such request shall specify the purpose or purposes for which such
meeting is to be called and shall include sufficient information to enable other
Limited Partners to make a reasoned judgment on each matter to be considered at
the meeting. Any such meeting shall be held at such place in Ontario as the
General Partner shall reasonably designate. If the General Partner fails to
call a meeting upon such request of Limited Partners within a period of 10 days
after the giving of such request, the requesting Limited Partner(s) may call
such meeting and the notice calling such meeting shall be signed by such
requesting Limited Partner(s) or by any Person as such requesting Limited
Partner(s) may specify in writing.
5.3 MINUTE BOOK
-----------
All proceedings at all meetings of Limited Partners shall be recorded
in a minute book by the General Partner, which minute book shall be available
for the inspection of the Limited Partners at all meetings of Limited Partners
and at all other reasonable times during normal business hours at the offices of
the Limited Partnership.
-16-
5.4 BOOKS AND RECORDS
-----------------
Proper books of account and records shall reflect all Limited
Partnership transactions, shall be kept by the Limited Partnership at the
principal place of business, and entry shall be made therein in accordance with
generally accepted accounting principles. Each of the Limited Partners shall
have access at all reasonable times to examine and copy such books of account
and records, as well as tax returns and tax assessments, provided that any
confidential information which is obtained from their examinations shall not be
disclosed to Persons who are not Shareholders or Limited Partners (or their
professional advisors) and shall not be used for any improper purpose. The
financial statements for the Limited Partnership shall be audited for all Fiscal
Years of the Limited Partnership.
5.5 FINANCIAL STATEMENTS
--------------------
(1) As soon as practicable after the end of each month but no later than
six (6) Business Days thereafter, financial statements shall be prepared by the
Limited 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 cash flow, the assets and the liabilities of
the Limited Partnership, all income and revenue received and receivable and all
expenses, costs and charges incurred and paid or payable by the Limited
Partnership in respect of such month, with the resulting net profit or loss of
the Limited Partnership in respect of such month, and shall also show the
amounts standing to the credit of each Limited 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
Limited 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 Limited Partnership and no
later than sixty (60) days thereafter, audited financial statements shall be
prepared for the Limited Partnership at the expense of the Limited Partnership
in accordance with generally accepted accounting principles consistently
applied.
(2) Any financial statements prepared and certified by the Auditors as
herein provided shall be final, binding and conclusive among the Limited
Partners in the absence of manifest error.
5.6 AUDITORS
--------
Ernst & Young shall be appointed the Auditors unless, prior to the
appointment of any other Person as Auditors, the General Partner has consented
in writing to such person being appointed.
5.7 FISCAL YEAR END
---------------
-17-
The fiscal year end of the Limited Partnership shall be December 31 in
each year.
5.8 OTHER INFORMATION
-----------------
The General Partner shall provide or cause to be provided to the
Limited Partners such additional financial and other information as may be
required from time to time under applicable legislation.
ARTICLE 6
CAPITAL CONTRIBUTIONS,
ALLOCATIONS AND DISTRIBUTIONS
-----------------------------
6.1 CLASSES OF ACCOUNTS
-------------------
(1) The Limited Partnership shall maintain a Capital Account and a Current
Account for each Limited Partner.
(2) The Capital contributions by each Limited Partner shall be credited to
the Capital Account maintained for such Limited Partner and the Capital
distributed to such Limited Partner shall be debited therefrom. No Limited
Partner shall be entitled to withdraw any part of its Capital Account or to
receive any distribution except as determined by the Board of Directors.
(3) The Limited Partnership's income allocated to each Limited Partner
shall be credited to the Current Account maintained for such Limited Partner and
any Limited Partnership's loss allocated to such Limited Partner shall be
debited therefrom. All distributions to the Limited Partners (except Capital
distributions) shall be debited to the Current Accounts.
6.2 CAPITAL CONTRIBUTIONS
---------------------
(a) GENERAL PARTNER
The General Partner shall contribute as Capital to the Limited
Partnership the cash sum of $10, on execution of this Agreement.
(b) LIMITED PARTNERS
Not later than the close of business on the Business Day following the
date of this Agreement, or as otherwise agreed, the Limited Partners shall make
Capital contributions to the Limited Partnership as follows:
(i) CitySearch Canada shall contribute its undivided interest in the
assets and its proportionate share of the liabilities of Toronto
Star CitySearch as set
-18-
out in the Metroland and CitySearch Canada Conveyance and
Employee Transfer Agreement;
(ii) Metroland shall contribute its undivided interest in the assets
and its proportionate share of the liabilities of Toronto Star CitySearch
as set out in the Metroland and CitySearch Canada Conveyance and Employee
Transfer Agreement; and
(iii) Tele-Direct shall contribute $[*] of which $[*] shall be
contributed not later than the close of business on the Business Day
following the date of this Agreement, together with a promissory note in
substantially the same form as Exhibit A hereto for the balance (the
"Promissory Note"), of which $[*] is to be contributed on February 26, 1999
and $[*] is to be contributed on May 28, 1999, or such earlier dates as
determined by the Board of Directors.
(c) INTEREST ON CAPITAL CONTRIBUTIONS
No Limited Partner shall be entitled to interest on the amount of its
Capital contribution to the Limited Partnership.
(d) GST AND PST INDEMNIFICATION
Metroland and CitySearch Canada shall indemnify the Limited
Partnership from Goods and Services Tax and Ontario Provincial Sales Tax
resulting from the Transfer of their respective undivided interests in the
assets of Toronto Star CitySearch to the Limited Partnership.
6.3 CAPITAL ACCOUNTS AND INITIAL CAPITAL CONTRIBUTIONS
--------------------------------------------------
As of the date hereof, the Capital Accounts of the Limited Partners
are as follows:
Tele-Direct: $[*]
Metroland: $[*]
CitySearch Canada: $[*]
The foregoing is subject to amendment to reflect the actual cost base
of the assets being contributed to the Limited Partnership by Metroland and
CitySearch Canada. After finalization of the Capital Accounts for Metroland and
CitySearch Canada, Tele-Direct shall have the right to review and verify the
amount of such Capital Accounts.
6.4 ADDITIONAL CAPITAL CONTRIBUTIONS
--------------------------------
[*] = 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.
-19-
(1) Additional Capital contributions required for the Limited Partnership
shall be identified and provided for in the Annual Budget. By the close of
business on the last Business Day of each fiscal quarter, the Major Limited
Partners agree to make any additional Capital contributions, on a pro rata
basis, which are specified in the Annual Budget and approved by the Major
Limited Partners as being required for the fiscal quarter following the next
succeeding fiscal quarter. In addition, the Major Limited Partners 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 Limited Partnership. Such additional Capital
contributions determined by the Major Limited Partners 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 Major Limited
Partners agree to make additional Capital contributions, on a pro rata basis, by
the close of business on the second Business Day following a capital call by
them.
(2) Each Major Limited Partner shall contribute its pro rata share of the
additional Capital contributions pursuant to Section 6.4(1), failing which that
Major Partner's Limited Partnership Interest shall be diluted in accordance with
the formula set forth in Section 6.5.
(3) In the event that any Major Limited Partner fails to make an
additional Capital contribution required pursuant to Section 6.4(1), and that
Major Partner's Limited Partnership Interest is diluted, the General Partner
shall cause Schedule E to be amended to appropriately reflect the adjustment to
the Limited Partnership Interests of the Limited Partners.
6.5 CONSEQUENCES OF NON-PAYMENT OF ADDITIONAL CAPITAL CONTRIBUTION
--------------------------------------------------------------
If a Major Limited Partner fails to make an additional Capital
contribution in accordance with Section 6.4(1) hereof (the "Non-Contributing
Limited Partner") the other Major Limited Partner (the "Contributing Limited
Partner") may, in addition to making its own contribution, elect by notice to
the Non-Contributing Limited Partner (the "Notice"), to make the contribution of
the Non-Contributing Limited Partner. Upon non-contribution by a Major Limited
Partner, the Limited Partnership Interest of the Non-Contributing Limited
Partner shall be diluted in accordance with the terms and conditions hereinafter
set forth.
(a) In the event that the Non-Contributing Limited Partner has not paid
its proportionate share of the additional Capital contribution by the
close of the second Business Day (the "Dilution Date") following
receipt of a capital call pursuant to Section 6.4(1), such Non-
Contributing Partner's Limited Partnership Interest shall be
determined in accordance with the calculation set out below. The
Limited Partnership Interests of the Major Limited Partners following
non-contribution by a Major Limited Partner shall be calculated as
follows:
[*] = 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.
-20-
the aggregate of the Contributing Major
Limited Partner's Initial Capital
Contribution plus the additional required
Capital contribution
--------------------------------X [*]%
the aggregate of the Initial Capital
Limited Partnership Interest = Contributions of both Major Limited Partners
of a Major Limited Partner plus the additional required Capital
contribution
For greater clarity, the following examples illustrate the adjustment
to the respective Limited Partnership Interests:
A) FIRST ADDITIONAL CAPITAL CONTRIBUTION:
Initial Capital Contributions of each Major Limited $[*]
Partner:
Limited Partnership Interest: [*]%
additional Capital contribution: $2 million
Limited Partnership Interest of sole Contributing [*] X [*]% = [*]%
Limited Partner "A" after contribution: ---
[*]
B) FUTURE ADDITIONAL CAPITAL CONTRIBUTION:
Limited Partnership Interest: Contributing Limited
Partner
"A": [*]%
Non-contributing
Limited
Partner "B": [*]%
additional Capital contribution: $3 million
Limited Partnership Interest of sole Contributing [*] X [*]% = [*]%
Limited Partner "A" after contribution: ---
[*]
Relative positions of Major Limited Partners: Contributing Limited
Partner
"A": [*]%
Non-Contributing
Limited
Partner "B": [*]%
C) FUTURE ADDITIONAL CAPITAL CONTRIBUTION:
Limited Partnership Interest: Contributing Limited
Partner
[*] = 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.
-21-
Limited Partnership Interest: "A": [*]
Non-Contributing
Limited
Partner "B": [*]%
additional Capital contribution: $2 million
Limited Partnership Interest of Limited [*] X [*]% = [*]%
Partner "A" as non-Contributing Limited Partner ---
[*]
Limited Partnership Interest of Contributing [*] X [*]% = [*]%
Limited Partner "B" ---
[*]
Limited Partnership Interests following 3 capital Limited Partner "A":
[*]%
calls: Limited Partner "B":
[*]%
(b) if, as a result of the application of this Section 6.5,
the Limited Partnership Interest of a Major Limited
Partner falls below 30%, then the number of nominees on
the Board of Directors to which such Major Limited
Partner's corresponding Major Shareholder is otherwise
entitled shall be reduced from 3 to 2 and the number of
nominees of the other Major Limited Partner's
corresponding Major Shareholder shall be increased from
3 to 4;
(c) if the Limited Partnership Interest of a Major Limited
Partner is diluted to 15% or less, the number of
nominees on the Board of Directors to which such Major
Limited Partner's corresponding Major Shareholder is
entitled shall be reduced from 2 to 1 and the number of
nominees of the other Major Limited Partner's
corresponding Major Shareholder shall be increased from
4 to 5; and
(d) if the Limited Partnership Interest of a Major Limited
Partner falls to 15% or below any provision of this
Agreement requiring the consent of both Major Limited
Partners or any provision requiring the consent of both
Major Shareholders pursuant to the Unanimous
Shareholders Agreement shall be read as requiring the
consent only of the Major Limited Partner holding the
greater Limited Partnership Interest or of that Major
Limited Partner's corresponding Major Shareholder as
the case may be.
6.6 ALLOCATION FOR INCOME TAX PURPOSES
----------------------------------
Income and losses of the Limited Partnership shall be determined in
accordance with the Income Tax Act (Canada).
(a) All net losses of the Limited Partnership shall be shared by and
allocated for income tax purposes to the Limited Partners on the following
basis:
[*] = 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.
-22-
(1) With respect to the net losses arising from the first $[*] of expenses
of the Limited Partnership:
(i) the revenues of the Limited Partnership shall be allocated to
each of the Major Limited Partners in proportion to their Limited
Partnership Interest;
(ii) the expenses of the Limited Partnership shall be allocated pro
rata to each Major Limited Partner in accordance with the
Capital Account and the Current Account (excluding revenues) of
such Limited Partner as at the end of each Fiscal Year (or at
the end of any accounting period, as may be appropriate in the
circumstances) provided that for periods ending on or before
December 31, 1998, Tele-Direct's Capital Account shall be
reduced by the amount of the Promissory Note outstanding; and
(iii) the net income or net loss for each Major Limited Partner shall
be its proportionate allocation of revenue (as determined
pursuant to subsection (a)(1)(i)) less its proportionate share
of the Limited Partnership's expenses (as determined pursuant to
subsection (a)(1)(ii) above).
(2) With respect to any additional net losses of the Limited Partnership,
all net losses of the Limited Partnership shall be allocated to each
of the Major Limited Partners in proportion to their Limited
Partnership Interest.
(b) All net income of the Limited Partnership shall be shared by and
allocated for income tax purposes to each of the Limited Partners in
proportion to their Limited Partnership Interest.
6.7 DISTRIBUTIONS TO LIMITED PARTNERS
---------------------------------
(A) DISTRIBUTIONS FROM THE CAPITAL ACCOUNT. All distributions from the
Capital Account to the Limited Partners shall first be to the extent of each
Limited Partner's Initial Capital Contribution, and thereafter proportionate to
each Limited Partner's contributions made in excess of the Initial Capital
Contribution.
(B) DISTRIBUTIONS FROM THE CURRENT ACCOUNT. All distributions from the
Current Account of each of the Limited Partners shall be pro rata in proportion
to each Limited Partner's respective Limited Partnership Interest.
6.8 ALLOCATION IN EVENT OF TRANSFER
-------------------------------
If a Limited Partnership Interest is transferred in accordance with
the terms of this Agreement, all items of income, gain, loss, deduction and
credit of the Limited Partnership shall be allocated between the periods before
and after the Transfer by a "closing of the books"
[*] = 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.
-23-
method. As of the date of such Transfer, the transferee shall succeed to the
Capital Account of the transferor Limited Partner with respect to the
transferred Limited Partnership Interest. This Section 6.8 shall apply for
purposes of computing a Limited Partner's Capital Account.
ARTICLE 7
BUSINESS CONTRIBUTIONS AND OPERATION
------------------------------------
7.1 LOCATIONS WHERE SERVICE WILL BE PROVIDED
----------------------------------------
(a) EXCLUDED TERRITORY. The Limited Partnership shall provide the Limited
Partnership Business in the Exclusive Territory.
(b) BUSINESS WHERE MAJOR LIMITED PARTNERS OPERATE. Subsequently, the
Limited Partnership may carry on the Business in those Canadian cities listed in
Schedule C, as amended from time to time, where both Major Limited Partners
operate.
(c) REST OF CANADA. In those areas of Canada outside the geographic
markets described in Sections 7.1 (a) and (b) hereof, the following shall apply:
(i) In Canadian markets where only one Major Limited Partner has an
operating presence, that Major Limited Partner has the right to
include or exclude the other Major Limited Partner from the
Business carried on in that market. If such Major Limited Partner
chooses to include the other Major Limited Partner in the
Business and the invited Major Limited Partner elects to
participate, the Limited Partnership shall carry on the Business
in that market. If one Major Limited Partner is excluded or
chooses not to be included, then the other Major Limited Partner
may carry on the Business in that market in association with
another local party, and that business association shall have the
right to use the Limited Partnership's know-how and intellectual
property under terms to be agreed to with the Limited Partnership
and the Limited Partners.
(ii) In Canadian markets where neither of the Major Limited Partners
has an operating presence, the two Major Limited Partners may
agree to cause the Limited Partnership to enter that market. If
one Major Limited Partner chooses not to participate, then the
other Major Limited Partner may carry on the Business with
another party, and that business association shall have the right
to use the Limited Partnership's know-how and intellectual
property under terms to be agreed to with the Limited Partnership
and the Limited Partners.
-24-
(d) WHERE THE PARTIES OPERATE. For the purpose of determining whether a
Limited Partner operates in a given market, the following shall apply:
(i) The determination shall be made immediately prior to the time
that the Limited Partnership or a Limited Partner has notified
the other parties that it is considering operating the Business
in that city.
(ii) As of the date hereof, Torstar/Metroland and Tele-Direct shall be
considered to be operating in the cities listed in Schedule C.
Within 30 days after commencing operation in a new city, a Limited
Partner shall advise the other Limited Partners in writing that it is operating
the Business in that city.
7.2 SITE SELECTION
--------------
The site or sites for the Limited Partnership Business shall be
determined by the Executive Committee, leveraging the brands, where possible,
from Tele-Direct, Metroland, CitySearch Canada or their affiliated corporations
or other affiliated entities.
7.3 CONTRIBUTIONS OF THE LIMITED PARTNERS
-------------------------------------
In addition to any assets that are being contributed pursuant to the
Ancillary Agreements hereto, the initial inputs of the Limited Partners shall be
as follows:
(a) From the date hereof, Torstar/Metroland hereby grants to the Limited
Partnership a royalty-free license to use the know-how and
intellectual property belonging to Torstar ("Torstar/Metroland's
Inputs") as described in Schedule D; and
(b) From the date hereof, Tele-Direct hereby grants to the Limited
Partnership a royalty-free license to use the know-how and
intellectual property belonging to Tele-Direct ("Tele-Direct's
Inputs") as described in Schedule D.
7.4 SUBSEQUENT INPUTS
-----------------
The Limited Partners agree to use their reasonable best efforts to
make available to the Limited Partnership other know-how and intellectual
property that will add value to the Business belonging to them or their
affiliated entities at reasonable market rates.
-25-
7.5 TELE-DIRECT CONTRIBUTIONS
-------------------------
Tele-Direct will transfer free of charge to the Limited Partnership
the following existing or planned Internet services (and related personnel for
item 4 only) relating to the Exclusive Territory as defined in Schedule A:
Xxxxxxx Xxxxxxx Area ("GTA")
Internet Service Estimated Annual Revenue
---------------- ------------------------------
1. Repurposed Advertisements
for the Internet (upselling from
print based directory)
2. E-mail $[*]
3. URL links (links from online
directory listings to home pages)
4. Web Sites $[*]
Revenues shall accrue to xxxxxxx.xxx for sales or renewals made after
the date hereof.
7.6 EXCLUDED TEP/METROLAND ASSETS AND EXCLUDED TELE-DIRECT ASSETS
-------------------------------------------------------------
(a) EXCLUDED TEP/METROLAND ASSETS. The Limited Partners acknowledge that
Metroland and Torstar Electronic Publishing Ltd. ("TEP"), an Affiliate
of Torstar, have built and currently offer in the Exclusive Territory
certain electronic offerings. The Limited Partners recognize that some
combination of such electronic offerings with the Limited Partnership
Business may be to the mutual advantage of Metroland, TEP and the
Limited Partnership. In the event of such a contribution, details of
which are subject to negotiation, the Limited Partners intend that:
(a) the revenues from TEP's and Metroland's currently existing
business will be excluded from the calculation of the Limited
Partnership's revenue; and (b) the Limited Partnership will share in a
portion of any revenues of Metroland or TEP related to products or
services jointly developed with the Limited Partnership on terms to be
mutually agreed upon by Metroland, TEP and the Limited Partnership.
(b) EXCLUDED TELE-DIRECT ASSETS. The Limited Partners acknowledge that
Tele-Direct and its Affiliates have built and currently offer in the
Exclusive Territory certain electronic offerings. The Limited Partners
recognize that some combination of such electronic offerings with the
Limited Partnership Business may be to the mutual advantage of Tele-
Direct, its Affiliates and the Limited Partnership. In the event of
such a contribution, details of which are subject to negotiation, the
Limited Partners intend that:
[*] = 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.
-26-
(a) the revenues from Tele-Direct and its Affiliates' currently
existing business will be excluded from the calculation of the
Limited Partnership's revenue; and
(b) the Limited Partnership will share in a portion of any revenues
of Tele-Direct and its Affiliates relating to products or
services jointly developed with the Limited Partnership on terms
to be mutually agreed-upon by Tele-Direct, its Affiliates and the
Limited Partnership.
7.7 EXCLUDED ASSETS
---------------
The following assets of each of Metroland and Tele-Direct and their
respective Affiliates are not being transferred to the Limited Partnership as
part of a Major Limited Partner's Capital contributions to the Limited
Partnership but may be available to the Limited Partnership on mutually
satisfactory terms and conditions.
(A) EXCLUDED TORSTAR/METROLAND ASSETS
- Xxxxxxx.xxx
- Xxxxxxx.xxx
- Any national classifieds
content and/or portal services unless entered
into jointly with Tele-Direct.
(B) EXCLUDED TELE-DIRECT ASSETS
- All Internet services outside the Exclusive Territory
- Internet services in association with CANYPS
- Xxxxxxxxxx.xxx
- Xxxxxxxxxxxxxxxxx.xxx
- Xxxxxxxxxxx.xx / XxxxxXxxxxx.xx
- Canadian Trade Index (CTI)
- Caribbean Travel Guide
- Yellowpages of Golf
- XxxXxxxxx.xxx
- Telecom Directories (Hong Kong)
- Chinese Yellow Pages
7.8 [*]
---------
The General Partner and the Limited Partners agree to consider [*] as
the exclusive portal for the Limited Partnership once [*] has reached a
significant share
[*] = 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.
-27-
([*]%) of the Toronto online subscriber market and relevant traffic which will
be reviewed annually, provided that [*] remains an open system freely
accessible from the World Wide Web.
Tele-Direct will use its best efforts to assist the Limited
Partnership to work with [*] to maximize the exposure of the xxxxxxx.xxx
service.
7.9 CITYSEARCH CANADA COMPETITORS
-----------------------------
The Major Limited Partners agree not to utilize the services of a
Direct Competitor of CitySearch Canada in the Exclusive Territory for the
Limited Partnership Business.
ARTICLE 8
COVENANTS OF LIMITED PARTNERS
-----------------------------
8.1 COVENANTS
---------
Each Limited Partner covenants that, throughout the term of this
Agreement, the Limited Partner shall:
(a) ensure its continued qualification under the laws of its jurisdiction
of incorporation and such jurisdictions where the Limited Partnership
conducts the Limited Partnership Business to the extent it is
reasonably within its power to do so;
(b) subject to the rights and obligations of the Limited Partners pursuant
to the License and Services Agreement and any amendments thereto, the
Limited Partners agree not to disclose or use any confidential or
proprietary information of the other Limited Partner or any of its
Affiliates or of the Limited Partnership to which it may have access
or have disclosed to it by virtue of the Limited Partnership, except
for the purposes of the Limited Partnership and shall ensure 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 to exist against its Limited Partnership Interest or its
interest in any property of the Limited Partnership;
(d) at all times duly and punctually pay and discharge separate and
private debts and engagements whether present or future and keep the
Limited Partnership and the
[*] = 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.
-28-
other Limited 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 9
TERMINATION, DISSOLUTION AND NON-COMPETITION
--------------------------------------------
9.1 TERM
----
Except as otherwise provided in this Agreement, the Limited
Partnership created by this Agreement shall begin on the date hereof and shall
continue thereafter until the Limited Partnership is dissolved pursuant to
Section 9.2, or the Limited Partnership is otherwise dissolved by operation of
law, notwithstanding changes from time to time in the Persons who are Limited
Partners.
9.2 DISSOLUTION
-----------
(1) The Limited Partnership may be dissolved in the following manner:
(a) commencing three (3) years from the date hereof, and any time
thereafter, any Limited Partner shall have the right to dissolve the
Limited Partnership upon the occurrence of any one of the following
events:
(i) the financial statements of the Limited Partnership for the
fiscal period ending December 31, 2001 or at the end of any
subsequent twelve (12) month period thereafter, do not show
positive EBITDA; or
(ii) at the end of August 31, 2001 or at the end of any twelve (12)
month period thereafter, xxxxxxx.xxx is not, in the Exclusive
Territory, ranked either first or second among competing,
comparable city guides with similar kinds of features, such
ranking to be determined by an independent web traffic
measurement firm acceptable to all of the Limited Partners, based
upon measurement criteria generally accepted in the industry that
include, but are not limited to, the tracking of traffic and
transactions.
The criteria set forth in the foregoing clause (a)(i) are subject to
reasonable adjustments to take into account changes in the business
focus and/or traffic of xxxxxxx.xxx and adjustments to the Business
Plan agreed upon by the Board of Directors.
-29-
Upon the occurrence of either of the foregoing events, any Limited
Partner has the right, but not the obligation, to give written notice
to the other Limited Partners that the Limited Partnership shall be
dissolved following thirty (30) days from the date of such notice. At
the end of such thirty (30) day period, the Limited Partnership shall
take all necessary steps to sell its assets and the proceeds therefrom
shall be distributed to the Limited Partners in accordance with
Section 9.2(2) hereof; or
(b) otherwise by operation of law.
(2) Upon sale of all or substantially all of the assets of the Limited
Partnership, or upon dissolution of the Limited Partnership pursuant to either
Section 9.2(1)(a) or (b) above, a full and general account shall be taken of the
assets, credits, debts and liabilities of the Limited Partnership and of the
transactions and dealings thereof and with all convenient speed such assets and
credits shall be sold, realized and collected and the proceeds shall be applied
as follows:
(a) firstly, in paying and discharging the debts and liabilities of the
Limited Partnership to the Persons who are not Limited Partners and
the expenses of and incidental to the dissolution of the Limited
Partnership;
(b) secondly, in paying to each Limited Partner any unpaid debts and
liabilities (including any unpaid net profits) which may be due to it,
including without limitation, payment of the balance, if any, of the
royalty fee payable to CitySearch U.S.A. pursuant to section 4.08 of
the Amended and Restated Licence and Services Agreement; and
(c) thirdly, the balance, if any, of such proceeds and cash, shall be
divided between the Limited Partners proportionately to their Limited
Partnership Interests subject to the provisions of Section 6.7 hereof.
(3) On dissolution of the Limited Partnership, the Board of Directors
shall act as the receiver of the Limited Partnership. If the Board of
Directors shall be unable or unwilling to so act, the General Partner
may appoint some other appropriate Person as receiver of the Limited
Partnership.
ARTICLE 10
INSURANCE
---------
10. INSURANCE
---------
Unless the General Partner directs otherwise, the Limited Partnership
shall maintain insurance in respect of its business, operations and activities,
and the other assets of the
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Limited Partnership of such types and in such amounts as the Board of Directors
deems advisable including, without limitation, third party liability insurance
and product liability insurance, both during the operation of the Limited
Partnership Business and until any dissolution is completed.
ARTICLE 11
GENERAL
-------
11.1 FURTHER ASSURANCES
------------------
Each Limited Partner shall from time to time execute and deliver all
such further documents and instruments and do all acts and things as the General
Partner may reasonably require to effectively carry out or better evidence or
perfect the full intent and meaning of this Agreement.
11.2 PUBLIC ANNOUNCEMENTS
--------------------
Subject to applicable law or stock exchange regulation, no public
announcement or press release primarily concerning the Limited Partnership shall
be made by any Limited Partner without the prior consent of the General Partner
and joint approval of the other Limited Partners. If a Limited Partner wishes to
issue a press release primarily concerning the Limited Partnership it shall
provide a draft thereof (or the portion thereof relating to the Limited
Partnership) to the General Partner and the other Limited Partners as soon as a
draft is available and shall consider any reasonable comments of the General
Partner and the other Limited 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 within
three (3) Business Days shall be deemed to constitute consent to the release
thereof.
11.2 BENEFIT OF THE AGREEMENT
------------------------
This Agreement shall enure to the benefit of and be binding upon the
respective successors and permitted assigns of the parties hereto.
11.4 ENTIRE AGREEMENT
----------------
This Agreement, the Unanimous Shareholder Agreement and the Ancillary
Agreements constitute the entire agreement between the parties hereto with
respect to the subject matter hereof and cancel and supersede any prior
understandings and agreements between the parties hereto with respect thereto
including a term sheet entitled, "CitySearch-Term Sheet for Partnership
Agreement" dated July 16, 1998 and the initialled addendum attached 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, the Unanimous Shareholders
Agreement or the Ancillary Agreements.
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11.5 DISPUTE RESOLUTION
------------------
If any difference or dispute shall arise among the parties hereto in
respect of any matter arising out of this Agreement, including, without
limitation, the interpretation of any provision hereof, such difference or
dispute shall, unless settled by agreement between or among the disputing
parties be submitted to arbitration by a single arbitrator, if the parties can
agree on one. Any such arbitration shall be conducted in accordance with the
provisions of the Arbitration Act (Ontario), as from time to time amended or
replaced. If the parties fail to appoint an arbitrator within seven (7) days of
reaching agreement to resolve the dispute by arbitration, any one of the parties
in dispute may apply to a judge of the Ontario Court (General Division) to
appoint an arbitrator. The arbitrator so appointed shall forthwith proceed to
arbitrate the dispute. The cost of the arbitration shall be paid as determined
by the arbitrator. Despite anything to the contrary contained in the
Arbitration Act (Ontario) the decision arrived at by the arbitrator shall be
final and binding upon the parties and all Persons claiming through or under
them and no appeal shall lie from any award of the arbitrator.
11.6 AMENDMENT AND WAIVER
--------------------
This Agreement may be amended on the initiative of the General Partner
with the consent of the Limited Partners. 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.
11.7 ASSIGNMENT
----------
Except as may be expressly provided in this Agreement, no Limited
Partner may assign its rights or obligations under this Agreement without the
prior written consent of the General Partner and the other Limited Partners.
11.8 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:
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For the General Partner:
0 Xxxxx Xxxxxx
Xxxxxxx, Xxxxxxx
X0X 0X0
Attention: Chairperson
Fax No.: (000) 000-0000
For Tele-Direct:
000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxxxx, Xxxxxxx X0X 0X0
Attention: Xx. Xxxxxxx X. Renwicke
Fax No.: 000-000-0000
with a copy to:
000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxxxx, Xxxxxxx X0X 0X0
Attention: Xx. Xxxxx X. Xxxx
Vice-President, General Counsel and Secretary
Fax No.: 000-000-0000
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For Metroland or Torstar:
c/o Torstar Corporation
0 Xxxxx Xxxxxx
Xxxxxxx, Xxxxxxx
X0X 0X0
Attention: Xx. Xxxxx Xxxxxxxxx
General Counsel and Secretary
Fax. No.: (000) 000-0000
with a copy to:
Toronto Star Newspapers Limited
0 Xxxxx Xxxxxx
Xxxxxxx, Xxxxxxx
X0X 0X0
Attention: Mr. Xxxxx Xxxxx
Vice-President, Strategic Planning & New Media
Fax No.: (000) 000-0000
To CitySearch Canada or CitySearch U.S.A.:
c/o CitySearch, Inc
000 Xxxx Xxxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxx, Xxxxxxxxxx 00000
U.S.A.
Attention: Xxxxxxx XxXxxxxxx, Chief Legal Officer
Fax No.: (000) 000-0000
with a copy to:
Attention: Xxxxxxx Xxxxxxx
Chief Financial Officer
Fax No.: (000) 000-0000
or to such other address, electronic communication number or individual as may
be designated by notice given by the General Partner or any Limited 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
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hours of the recipient and on the Business Day during which normal business
hours next occur if given after such hours on any day.
11.9 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.
11.10 LIMITED PARTNER NOT A GENERAL PARTNER
-------------------------------------
In the event that any provision of this Agreement should have the
effect of imposing upon a Limited Partner any of the obligations of the General
Partner, such provision shall be of no force and effect and shall not be part of
this Agreement, but the remainder of this Agreement shall continue in effect.
11.11 COUNTERPARTS
------------
This Agreement may be executed in any number of counterparts with the
same effect as if all the parties hereto had executed the same document. All
counterparts shall be construed together and shall constitute one agreement.
IN WITNESS WHEREOF the parties hereto have executed this Agreement.
1310818 ONTARIO INC.
Per: /s/ D. G. Renwicke
---------------------------------
_____________________________________
TELE-DIRECT (SERVICES) INC.
Per: /s/ D. G. Renwicke
---------------------------------
_____________________________________
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METROLAND PRINTING, PUBLISHING & DISTRIBUTING LTD.
Per: /s/ Xxxxx Xxxxxxxxx
---------------------------------
_____________________________________
CITYSEARCH CANADA INC.
Per: /s/ Xxxxxxx Xxxxxx
---------------------------------
CITYSEARCH, INC.
Per: /s/ Xxxxxxx Xxxxxx
---------------------------------
TORSTAR CORPORATION
Per: /s/ Xxxxx Xxxxxxxxx
---------------------------------
_____________________________________
TELE-DIRECT (PUBLICATIONS) INC.
Per: /s/ D. G. Renwicke
---------------------------------
_____________________________________
EXHIBIT A
PROMISSORY NOTE
---------------
AMOUNT: $[*]CDN) AUGUST 31, 1998
FOR VALUE RECEIVED, the undersigned hereby promises to pay to or to
the order of Xxxxxxx.xxx, a limited partnership, at Toronto, Ontario or such
other place as the Limited Partnership may direct in writing, the sum of [*]
Dollars ($[*]) (the "Principal Amount"), all in lawful money of Canada,
and payable in accordance with, and subject to, the provisions regarding the
payment of such amount set forth in this Promissory Note.
This Promissory Note is issued pursuant to and is subject to certain
provisions of a limited partnership agreement between, among others, 1310818
Ontario Inc., Tele-Direct (Services) Inc., Metroland Printing, Publishing &
Distribution Ltd. and CitySearch Canada Inc., made as of the 31st day of August,
1998 (the "Limited Partnership Agreement"). In the event of any inconsistency
between the terms of this Promissory Note and the terms of the Limited
Partnership Agreement, the terms of the Limited Partnership Agreement shall
govern to the extent of any such inconsistency. All capitalized terms used
herein unless otherwise defined shall have the meaning ascribed thereto in the
Limited Partnership Agreement.
The sum of [*] Dollars ($[*]) of the Principal Amount shall be due and
payable on February 26, 1999 and the sum of [*] Dollars ($[*]) of the Principal
Amount shall be due and payable on May 28, 1999, or on such earlier dates as
determined by the Board of Directors of the General Partner.
The Principal Amount shall bear interest from the date such sums are
due, calculated on the daily balance of such sums. Interest shall be payable
monthly on the last day of each month at Toronto, or at such other place as the
Limited Partnership shall direct in writing, after maturity, default and
judgment, at the rate per annum quoted by Canadian Imperial Bank of Commerce
("CIBC") from time to time as its prime rate for Canadian dollar commercial
loans made in Canada, adjusted automatically from time to time upon change by
CIBC without notice to the undersigned, and interest on overdue interest payable
at the same time, place and rate.
The undersigned waives presentment for payment, notice of dishonour,
notice of non-payment, protest and notice of protest in respect of this
Promissory Note.
The rights or obligations under this Promissory Note may not be
assigned or otherwise transferred.
This Promissory Note shall be governed by and construed in accordance
with the laws of the province of Ontario and the laws of Canada applicable
therein and the undersigned hereby attorns to the jurisdiction of the courts of
the province of Ontario for all purposes relating to this Promissory Note.
[*] = 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.
-2-
This Promissory Note is binding upon the undersigned and its
successors and permitted assigns and is for the benefit of the Limited
Partnership and its successors and permitted assigns.
DATED this 31st day of August, 1998.
TELE-DIRECT (SERVICES) INC.
By:_____________________________
Its:____________________________
SCHEDULE A
AREA MAP OF THE EXCLUSIVE TERRITORY
-----------------------------------
[Map of Xxxxxxx Xxxxxxx Area]
SCHEDULE B
DESCRIPTION OF THE LIMITED PARTNERSHIP'S BUSINESS
-------------------------------------------------
(a) GENERAL. The Limited Partnership's business shall be to develop and
-------
operate local on-line services (with content comprising local news and
information, local events, yellow pages business directories, and with
classified advertising content relating to jobs, automotive, real estate
and other classifications) that facilitate communication and business
transactions for internet users, generating revenue from advertising and
electronic commerce transactions in the Exclusive Territory ("the
Exclusive Territory") described in Schedule A. The Limited Partnership's
business shall include:
- To create a new entity in the local, online city directory and guide
business to operate as xxxxxxx.xxx
- Building on the above, to create the best platform of local information
that facilitates communication and business transactions for Internet users
- This platform will become a focal point for [*]
- Content for the Toronto area local online directory and guide is not
limited to, but generally includes the following categories:
(a) Yellow Pages (TM) Business Directory (Tele-Direct)
(b) Classified Advertising (Star)
(c) Features and Events
News, Weather, Sports
Arts and Entertainment
Community Information
- [*]
Note: The Major Limited Partner shall contribute the above elements to
xxxxxxx.xxx royalty-free, subject to any royalty that may have to be paid to a
third party.
[*] = 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.
SCHEDULE C
CITIES/REGIONS IN WHICH TORSTAR/METROLAND OPERATE
-------------------------------------------------
[*]
[*] = 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.
[*]
CITIES/REGIONS IN WHICH TELE-DIRECT OPERATES
--------------------------------------------
[*]
[*] = 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.
SCHEDULE D
INPUTS
------
TORSTAR/METROLAND INPUTS
------------------------
1) License to use various Torstar affiliate logos and trademarks, including
"The Toronto Star"
2) Reciprocal links from xxxxxxx.xxx and xxxxxxx.xxx
3) Filler ad cross promotion support from Torstar print properties and
Toronto Star Television
4) Piggyback on local promotions - events and sponsorship opportunities
CITYSEARCH INPUTS
-----------------
Amended and Restated License and Services Agreement dated as of August 31, 1998
Xxxxxxx.xxx Sublicense and Services Agreement dated as of August 31, 1998
TELE-DIRECT INPUTS
------------------
1. Yellow Pages Business Listings Data for the Exclusive Territory - Updated
Monthly -Initial and Update
2. 700 Digital Photos of GTA Restaurants
3. 500 Plus Enhanced Restaurants Listings in GTA - Food Type, Dress Code,
etc.
4. License to use Yellow Pages (TM) Logo and Trademark
5. Yellow Xxxxx.xx/XxxxxXxxxxx.xx Links (reciprocal)
6. Filler ad Cross Promotion Support from Yellow Pages (TM) Print Business
7. Piggyback on Local Promotion - Events and Sponsorship Opportunities
Note: (1) Item 4 is subject to the Limited Partnership executing the
standard form license agreement in use by Tele-Direct (Publications) Inc., the
owner of the Logo and Trademark.
(2) Item 1 is subject to restrictions or prohibitions that may be imposed
by the local telephone company or the CRTC.
SCHEDULE E
LIMITED PARTNERSHIP INTEREST
----------------------------
LIMITED PARTNERSHIP INTERESTS AS OF AUGUST 31, 1998
---------------------------------------------------
GENERAL PARTNER
1310818 Ontario Inc. 0.1%
LIMITED PARTNERS
Tele-Direct 44.96%
Metroland 44.96%
CitySearch Canada 9.98%
