SUPPORT AGREEMENTSupport Agreement • July 11th, 2016 • Postmedia Network Canada Corp. • Newspapers: publishing or publishing & printing • Ontario
WHEREAS, this support agreement (the “Support Agreement”), dated as of July 7, 2016, sets out the agreement among Postmedia Network Canada Corp. (“PNCC”), Postmedia Network Inc. (“PNI” and, together with PNCC, collectively, the “Companies” and each individually, a “Company”) and each of the other signatories hereto (each a “Supporting Second Lien Noteholder” and collectively the “Supporting Second Lien Noteholders”), being a holder of, and/or investment advisor or manager with investment discretion with respect to holdings in, inter alia, the 12.50% Senior Secured Notes due 2018 issued by PNI (the “Second Lien Notes”) pursuant to the Second Lien Notes Indenture, regarding a recapitalization transaction (the “Recapitalization Transaction”) involving PNCC, PNI and each of their respective co-obligors (collectively, the “Postmedia Entities”), as more fully described in the recapitalization term sheet attached as Schedule B (the “Term Sheet”, with the terms of the Recapitalization Transact
SUPPORT AGREEMENTSupport Agreement • July 11th, 2016 • Postmedia Network Canada Corp. • Newspapers: publishing or publishing & printing • Ontario
WHEREAS, this support agreement (the “Support Agreement”), dated as of July 7, 2016, sets out the agreement among Postmedia Network Canada Corp. (“PNCC”), Postmedia Network Inc. (“PNI” and, together with PNCC, collectively, the “Companies” and each individually, a “Company”) and Canso Investment Counsel Ltd., in its capacity as portfolio manager (“Canso”) for and on behalf of certain accounts managed by Canso (the “Managed Accounts”) with respect to holdings of the Managed Accounts in, inter alia, the 8.25% Senior Secured Notes due 2017 issued by PNI (the “First Lien Notes”) pursuant to the First Lien Notes Indenture, regarding a recapitalization transaction (the “Recapitalization Transaction”) involving PNCC, PNI and each of their respective co-obligors (collectively, the “Postmedia Entities”), as more fully described in the recapitalization term sheet attached as Schedule B (the “Term Sheet”, with the terms of the Recapitalization Transaction set out therein and herein being, collect
SHAREHOLDER CONSENT AGREEMENTShareholder Consent Agreement • July 11th, 2016 • Postmedia Network Canada Corp. • Newspapers: publishing or publishing & printing • Ontario
WHEREAS, this consent and support agreement (the “Support Agreement”), dated as of July 7, 2016, sets out the agreement among Postmedia Network Canada Corp. (“PNCC”), Postmedia Network Inc. (“PNI” and, together with PNCC, collectively, the “Companies” and each individually, a “Company”) and [REDACTED] (the “Supporting Shareholder”), being a holder of, and/or investment advisor or manager with investment discretion with respect to (i) Class C voting shares of PNCC (the “Voting Shares”) and/or (ii) Class NC variable voting shares of PNCC (the “Variable Voting Shares” and together with the Voting Shares, collectively, the “Existing Shares”), regarding a recapitalization transaction (the “Recapitalization Transaction”) involving PNCC, PNI and each of their respective co-obligors (collectively, the “Postmedia Entities”), as more fully set out in the term sheet attached as Schedule B (the “Term Sheet”), which Recapitalization Transaction is to be implemented pursuant to a plan of arrangement
