Exhibit 10.1.5
Execution Copy
July 25, 2003
AMENDING AGREEMENT
MDC Corporation Inc.
00 Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx
X0X 0X0
- and -
Xxxxxx Xxxxxx Canada Inc.
00 Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx
X0X 0X0
Dear Sirs:
Reference is made to the underwriting agreement (the "Underwriting Agreement")
dated July 18, 2003 among MDC Corporation Inc., Xxxxxx Xxxxxx Canada Inc., and
CIBC World Markets Inc., TD Securities Inc., Scotia Capital Inc., BMO Xxxxxxx
Xxxxx Inc., National Bank Financial Inc. and Xxxxxxxxx XxXxxxxx & Partners
(collectively, the "Underwriters").
1. This letter will confirm our agreement to amend the Underwriting
Agreement as follows:
(a) The definition of Closing Date in paragraph 1.7 of the
Underwriting Agreement is amended to read as follows:
"Closing Date means July 31, 2003 or any earlier date as may
be agreed to in writing by the Fund, MDC and the
Underwriters, each acting reasonably";
(b) Paragraph 7.4 of the Underwriting Agreement is amended to
read as follows:
"The Fund will not have declared any cash distributions on
or prior to the Closing Date, other than the monthly cash
distribution declared payable to the unitholders of record
of the Fund at the close of business on July 31, 2003."
(c) The reference to "July 29, 2003" in the last paragraph of
Section 7 of the Underwriting Agreement is changed to "July
31, 2003".
(d) The Underwriting Agreement is amended to add the following
section:
"Section 10. Covenant of the Vendors
Section 10.1 The Vendors hereby covenant and agree
that if after the Closing the Vendors
receive any cash distributions from the
Fund as a result of being the holders of
record of the Purchased Units at the close
of business on July 31, 2003 that they
will forthwith pay to CIBC World Markets
Inc. the aggregate amount received from
the Fund in respect of the Purchased Units
sold to the Underwriters on the Closing
Date plus all interest accrued thereon
from the date of receipt by the Vendors of
such cash distribution."
(e) Paragraph 20.4 of the Underwriting Agreement is amended to
read as follows:
"The words "agreement", "hereof", "hereunder" and similar
phrases mean and refer to the agreement, as amended from
time to time, formed as a result of the acceptance by the
Vendors of this offer by the Underwriters to purchase the
Purchased Units".
2. In all other respects, the terms of the Underwriting Agreement shall
continue in full force, unamended.
3. Each of the parties to this agreement will be entitled to rely on
delivery of a facsimile copy of this agreement and acceptance by each
party of any such facsimile copy will be legally effective to create
a valid and binding agreement between the parties to this agreement
in accordance with the terms of this agreement.
4. This agreement may be executed in any number of counterparts, each of
which when so executed will be deemed to be an original and all of
which, when taken together, will constitute one and the same
agreement.
If this letter accurately reflects the terms of the transactions which we are
to enter into and are agreed to by you, please communicate your acceptance by
executing the enclosed copies of this letter where indicated and returning
them to us.
Yours very truly,
CIBC WORLD MARKETS INC.
By:
------------------------------
Name: Xxxxxx X. XxXxxxxx
Title: Managing Director
TD SECURITIES INC.
By:
------------------------------
Name: Xxxxx Xxxxxxxxxx
Title: Vice-President and Director
SCOTIA CAPITAL INC.
By:
-------------------------------
Name: Xxxxx Xxxx
Title: Director
BMO XXXXXXX XXXXX INC.
By:
------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice-President
NATIONAL BANK FINANCIAL INC.
By:
-------------------------------
Name: Xxx X. Xxxxx
Title: Managing Director, Investment
Banking
XXXXXXXXX XxXXXXXX & PARTNERS
By:
-------------------------------
Name: Xxxxx Xxxxxxxxx
Title: Partner, Investment Banking
Accepted and agreed to by
the undersigned as of the
date of this letter first
written above.
MDC CORPORATION INC.
By:
-------------------------------
Name: Xxxxx X. Xxxxx
Title: Executive Vice-President and
Chief Financial Officer
XXXXXX XXXXXX CANADA INC.
By:
-------------------------------
Name: Xxxxxx Xxxxxxxx
Title: Secretary
