UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 8)
Hollinger International Inc.
(Name of Issuer)
Class A Common Stock, par value $.01 per share
(Title of Class of Securities)
435569 10 8
(CUSIP Number)
Charles G. Cowan, Q.C.
Vice-President and Secretary
Hollinger Inc.
10 Toronto Street
Toronto, Ontario
Canada M5C 2B7
(416) 363-8721
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 13, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), (f) or (g), check the
following box [ ].
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act.
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Schedule 13D/A
1. NAME OF REPORTING PERSON HOLLINGER INC.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS 00
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION CANADA
7. SOLE VOTING POWER 53,809,235
NUMBER OF SHARES
BENEFICIALLY OWNED 8. SHARED VOTING POWER 0
BY EACH REPORTING
PERSON WITH 9. SOLE DISPOSITIVE POWER 53,809,235
10. SHARED DISPOSITIVE POWER 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 53,809,235
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [X]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 46.5%
14. TYPE OF REPORTING PERSON HC
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Schedule 13D/A
THE RAVELSTON
1. NAME OF REPORTING PERSON CORPORATION LIMITED
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS 00
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION CANADA
7. SOLE VOTING POWER 53,809,235
NUMBER OF SHARES 8. SHARED VOTING POWER 0
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH 9. SOLE DISPOSITIVE POWER 53,809,235
10. SHARED DISPOSITIVE POWER 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 53,809,235
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [X]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 46.5%
14. TYPE OF REPORTING PERSON HC
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Schedule 13D/A
1. NAME OF REPORTING PERSON CONRAD M. BLACK
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS 00
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION CANADA
7. SOLE VOTING POWER 54,208,835
NUMBER OF SHARES
BENEFICIALLY OWNED 8. SHARED VOTING POWER 0
BY EACH REPORTING
PERSON WITH 9. SOLE DISPOSITIVE POWER 54,208,835
10. SHARED DISPOSITIVE POWER 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 54,208,835
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 46.7%
14. TYPE OF REPORTING PERSON IN
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13D/A
(Amendment No. 8)
This Schedule 13D, Amendment No. 8 (the "Amendment"), amends and
restates in their entirety Items 5, 6 and 7 of the Schedule 13D of the
filing persons dated October 20, 1995, as amended by Amendment No. 1
thereto dated February 7, 1996, Amendment No. 2 thereto dated March 7,
1996, Amendment No. 3 thereto dated June 17, 1996, Amendment No. 4 thereto
dated August 28, 1996, Amendment No. 5 thereto dated August 11, 1997,
Amendment No. 6 thereto dated June 12, 1998 and Amendment No. 7 thereto
dated October 13, 1998 (collectively, the "Schedule 13D"). This Amendment
is being filed in order to correct certain errors in Amendment No. 7 to the
Schedule 13D. Capitalized terms used but not defined herein have the
meanings ascribed to such terms in the Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Hollinger Inc. and Ravelston
(a) Amount Beneficially Owned: 53,809,235 shares of Class A Common
Stock; 46.5% (calculated pursuant to Rule 13d-3). Comprised of the
following: (i) 18,749,186 shares of Class A Common Stock held directly
by Hollinger Inc.; (ii) 10,746,073 shares of Class A Common Stock held
by NBCo, a wholly owned subsidiary of Hollinger Inc.; (iii) 14,990,000
shares of Class A Common Stock that may be acquired at any time by the
conversion of 14,990,000 shares of Class B Common Stock, 2,000,000 of
which are held by Hollinger Inc. and 12,990,000 of which are held by
NBCo; (iv) 7,052,465 shares of Class A Common Stock that may be
acquired at any time by the conversion of 829,409 shares of Series C
Preferred Stock held by Hollinger Inc. and NBCo; and (v) 2,271,511
shares of Class A Common Stock that may be acquired at any time by the
conversion of 330,949 shares of Series D Preferred Stock held by NBCo
(taking each share of Series D Preferred Stock at Cdn. $146.625 and
assuming an exchange rate of $1.00 per Cdn. $1.5259, as in effect on
September 30, 1998). The number of shares of Class A Common Stock into
which the Series D Preferred Stock may be converted will fluctuate
from time to time based on changes in the exchange rate. Through its
relationship with Hollinger Inc. described in Item 4, Ravelston may be
deemed to beneficially own all of the securities of the Issuer that
are held by Hollinger Inc. and its subsidiaries.
(b) Voting Power; Dispositive Power: Hollinger Inc. has the sole power
to vote or to direct the vote of and to dispose of or direct the
disposition of 53,809,235 shares of Class A Common Stock. Through its
relationship with Hollinger Inc. described in Item 4, Ravelston may
also be deemed to have the sole power to vote or to direct the vote of
these shares.
(c) Not applicable.
(d) Right to Receive Dividends or Proceeds: NBCo has the right to
receive the dividends from or the proceeds from the sale of the
securities which it holds. The shares of Class A Common Stock owned by
NBCo constitute 11.8% of the outstanding shares of Class A Common
Stock. The shares of Class B Common Stock and Series D Preferred Stock
held by NBCo represent 86.7% and 100% of the outstanding shares of
Class B Common Stock and Series D Preferred Stock, respectively.
(e) Not applicable.
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The amount and percentage of Class A Common Stock beneficially owned
by Hollinger Inc. and Ravelston exclude 399,600 shares of Class A Common
Stock beneficially owned by Mr. Black. Pursuant to Rule 13d-4, Hollinger
Inc. and Ravelston hereby expressly disclaim beneficial ownership of such
shares.
Directors and Executive Officers of Hollinger Inc. and Ravelston
(Other Than Mr. Black):
Except as set forth below, the directors and executive officers of
Hollinger and Ravelston (other than Mr. Black) do not beneficially own any
shares of Class A Common Stock.
Name Number of Shares of Class A Common
Stock Beneficially Owned(1)
Peter Y. Atkinson 18,750
Barbara Amiel Black(2) 5,000
J. A. Boultbee 48,250
Dixon S. Chant 42,500
Charles G. Cowan 23,500
F. David Radler(3) 135,850
(1) Includes shares subject to presently exercisable options or options
exercisable within 60 days of October 22, 1998 held by all directors and
executive officers of the Issuer under the Issuer's 1994 Stock Option Plan
and 1997 Stock Incentive Plan as follows: Peter Y. Atkinson 18,750 shares;
Mrs. Black 5,000 shares; Mr. Boultbee 48,250 shares; Mr. Chant 35,000
shares; Mr. Cowan 23,500 shares; and Mr. Radler 126,250 shares.
(2) Excludes 9,600 shares of Class A Common Stock which are held by Conrad
Black Capital Corporation, 29,495,259 shares of Class A Common Stock
beneficially held by Hollinger Inc. and NBCo, 14,990,000 shares of Class A
Common Stock issuable upon conversion of 14,990,000 shares of Class B
Common Stock, 7,052,465 shares of Class A Common Stock into which 829,409
shares of Series C Preferred Stock are convertible and 2,271,511 shares of
Class A Common Stock into which 330,949 shares of Series D Preferred Stock
are convertible, all of which are benficially held by Hollinger Inc. and
NBCo and as to which Mr. Black may be deemed to have indirect beneficial
ownership. Also excludes 390,000 shares of Class A Common Stock that may be
acquired by Mr. Black upon the exercise of all outstanding options held by
him, whether or not presently exercisable or exercisable within 60 days of
October 22, 1998. Mrs. Black disclaims beneficial ownership of all such
securities.
(3) Includes 9,600 shares of Class A Common Stock held by F. D. Radler
Ltd., and excludes 200 shares of Class A Common Stock by Mr. Radler's wife,
200 shares of Class A Common Stock held by one daughter, and 200 shares of
Class A Common Stock held by another daughter, and as to which Mr. Radler
may be deemed to have indirect beneficial ownership. Mr. Radler disclaims
beneficial ownership of the Class A Common Stock held by his wife and
daughters.
Mr. Black
(a) Amount Beneficially Owned: 54,208,835 shares of Class A Common
Stock; 46.7% of class (calculated pursuant to Rule 13d-3). Comprised
of the following: (i) 53,809,235 shares of Class A Common Stock
beneficially owned by Hollinger Inc. and Ravelston; (ii) 9,600 shares
of Class A Common Stock held by Conrad Black Capital Corporation; and
(iii) 390,000 shares of Class A Common Stock that may be acquired by
Mr. Black upon the exercise of all outstanding options held by him,
whether or not presently exercisable or exercisable within 60 days of
October 22, 1998.
(b) Voting Power; Dispositive Power: Through his relationships with
Hollinger Inc., Ravelston and Conrad Black Capital Corporation
described in Item 4, Mr. Black may be deemed to have the sole power to
vote or to
<PAGE>
direct the vote and to dispose of or direct the disposition of
53,809,235 shares of Class A Common Stock.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
The Issuer's Restated Certificate of Incorporation, as amended,
provides that holders of Class B Common Stock are entitled to ten votes per
share and holders of Class A Common Stock are entitled to one vote per
share. The holders of Class A Common Stock and Class B Common Stock vote
together as a single class on all matters on which stockholders may vote,
except when class voting is required by applicable law or on a vote to
issue or increase the authorized number of shares of Class B Common Stock.
Dividends must be paid on both the Class A Common Stock and the Class B
Common Stock at any time dividends are paid on either.
Each share of Class B Common Stock is convertible at any time at
the option of the holder into one share of Class A Common Stock and is
transferable by Hollinger Inc. to a subsidiary or an affiliate. In
addition, each share of Class B Common Stock is automatically convertible
into a share of Class A Common Stock at the time it is sold, transferred or
otherwise disposed of by Hollinger Inc. or a subsequent permitted
transferee to any third party (other than a subsidiary or an affiliate of
Hollinger Inc. or such subsequent permitted transferee) unless such
purchaser or transferee offers to purchase all shares of Class A Common
Stock from the holders thereof for an amount per share equal to the amount
per share received by the holder of the Class B Common Stock (a "Permitted
Transaction").
Notwithstanding the foregoing paragraph, any holder of Class B
Common Stock may pledge his or its shares of Class B Common Stock to a
pledgee pursuant to a bona fide pledge of such shares as collateral
security for indebtedness due to the pledgee, provided that such shares
shall not be transferred to or registered in the name of the pledgee and
shall remain subject to the transfer restrictions described in the
foregoing paragraph. In the event that shares of Class B Common Stock are
so pledged, the pledged shares shall not be converted automatically into
Class A Common Stock. However, if any such pledged shares become subject to
any foreclosure, realization or other similar action of the pledgee, they
shall be converted automatically into shares of Class A Common Stock unless
they are sold in a Permitted Transaction.
Pursuant to the Issuer's Restated Certificate of Incorporation,
as amended, the Series C Preferred Stock ranks senior in right and priority
of payment to the Class A and Class B Common Stock and on a parity with the
Issuer's outstanding Series B Convertible Preferred Stock, par value $.01
per share ("Series B Preferred Stock") as to dividends and upon
liquidation. Holders of Series C Preferred Stock are entitled to receive
cumulative dividends at a rate of 9-1/2% per annum, of the stated
liquidation amount of $108.51 per share of Series C Preferred Stock,
payable quarterly. The Series C Preferred Stock is mandatorily convertible
into shares of Class A Common Stock on June 1, 2001, and the Issuer has the
option to redeem the shares of Series C Preferred Stock, in whole or in
part, at any time on or after June 1, 2000 and prior to June 1, 2001. At
any time prior to June 1, 2001, unless previously redeemed, each share of
Series C Preferred Stock is convertible at the option of the holder thereof
into 8.503 shares of Class A Common Stock. On June 1, 2001, unless
previously redeemed or converted, each share of Series C Preferred Stock
will mandatorily convert into (i)
<PAGE>
9.8646 shares of Class A Common Stock, subject to adjustment in certain
events, and (ii) the right to receive cash in an amount equal to all
accrued and unpaid dividends thereon. The holders of Series C Preferred
Stock have the right to vote together as a single class with the holders of
Class A and Class B Common Stock and Series B Preferred Stock in the
election of Directors and upon each other matter coming before the
stockholders of the Issuer on the basis of ten votes per share of Series C
Preferred Stock, except as otherwise provided by law or the Issuer's
Restated Certificate of Incorporation. In addition, (i) whenever dividends
on the Series C Preferred Stock or any other series of preferred stock with
like voting rights are in arrears and unpaid for six quarterly dividend
periods, and in certain other circumstances, the holders of all Series C
Preferred Stock (voting separately as a class) will be entitled to vote, on
the basis of ten votes for each share of Series C Preferred Stock, for the
election of two directors of the Issuer, such directors to be in addition
to the number of directors constituting the Board of Directors immediately
prior to the accrual of such right, and (ii) the holders of Series C
Preferred Stock may have voting rights with respect to certain alterations
of the Restated Certificate of Incorporation and certain other matters,
voting on the same basis or separately as a class.
The Issuer's Series D Preferred Stock is entitled to receive
cumulative cash dividends, payable quarterly. The amount of each dividend
per share is equal to the aggregate amount (if any) of ordinary course cash
dividends paid during the preceding calendar quarter on 7,395,000 Southam
Common Shares owned beneficially, directly or indirectly, by the Issuer,
divided by 739,500. The Series D Preferred Stock is redeemable in whole or
in part, at any time and from time to time, subject to restrictions in the
Issuer's existing credit facilities, by the Issuer or by a holder of such
shares. The Series D Preferred Stock is nonvoting, except as otherwise
provided by law or the Issuer's Restated Certificate of Incorporation, as
amended. Hollinger Inc. has agreed pursuant to a letter agreement dated as
of July 2, 1997, a copy of which is attached hereto as Exhibit 10, to limit
the exercise of its redemption rights concerning the Series D Preferred
Stock to a number of Southam Common Shares that at the time of such
exercise have been delivered to the Issuer free and clear of encumbrances.
The holder or holders of shares of the Series D Preferred Stock may
convert such shares at any time into shares of Class A Common Stock of the
Issuer. The conversion price is initially based upon the Canadian dollar
equivalent of $14.00 per share of Class A Common Stock, subject to
adjustment in certain circumstances. Any holder of Series D Preferred Stock
may pledge such shares to a pledgee pursuant to a bona fide pledge of such
shares as collateral security for indebtedness or other obligations due to
the pledgee, provided that such shares shall remain subject to, and upon
foreclosure, realization or other similar action by the pledgee, shall be
transferred only in accordance with, the transfer restrictions set forth in
the Restated Certificate of Incorporation.
Pursuant to the Amended and Restated First Exchange Agreement, the
Issuer has agreed, at Hollinger Inc.'s request, to take commercially
reasonable efforts to cause the registration under the Securities Act of
1933, as amended (the "Securities Act"), of the shares of Class A Common
Stock and Series C Preferred Stock issued in the First Exchange, and to
list such shares on the New York Stock Exchange. Pursuant to the Second
Amended and Restated Second Exchange Agreement, the Issuer has agreed to
use commercially reasonable efforts to cause the registration under the
Securities Act of the shares of Series C Preferred Stock issued upon the
Second Exchange and to list such newly issued shares of Series C Preferred
Stock on the New York Stock Exchange.
Hollinger Inc. and NBCo have pledged all of their holdings in the
Issuer to Canadian Imperial Bank of Commerce ("CIBC") as collateral
security for the
<PAGE>
obligations of Hollinger Inc. and certain affiliated companies under a Cdn.
$10,000,000 operating facility (the "CIBC Facility"). The terms of this
pledge are attached hereto as Exhibit 15. The CIBC Facility requires
compliance by Hollinger Inc. with certain financial and other covenants and
contains standard default and other provisions. In addition, Hollinger Inc.
and NBCo have pledged an aggregate of 7,660,754 shares of Class A Common
Stock and 12,990,000 shares of Class B Common Stock to CIBC (as arranger
and administrative agent) as collateral security for the obligations of
Hollinger Inc. and certain affiliated companies under a Cdn. $240,000,000
term and revolving facility (the "Syndicated Facility"). The terms of this
pledge are attached hereto as Exhibit 16. The Syndicated Facility requires
compliance by Hollinger Inc. with certain financial and other covenants and
contains standard default and other provisions. Also, Hollinger Inc. has
pledged 330,949 shares of Series D Preferred Stock owned by NBCo to the
Issuer as security for a Cdn. $58,859,223.65 obligation from Hollinger Inc.
to the Issuer evidenced by an interest bearing promissory note ("Note")
dated September 3, 1997. Copies of the Note and related pledge agreement
are attached hereto as Exhibits 7 and 8, respectively. The Issuer,
Hollinger Inc. and NBCo have executed two postponements of claim in favor
of CIBC whereby Hollinger Inc. is to make payments under the Note to the
Issuer only so long as (i) it is not in default under the terms governing
the CIBC Facility and the Syndicated Facility, respectively, and (ii) such
payments would not cause a default under such terms. Hollinger Inc. has
also granted a pari passu security interest in such shares of Series D
Preferred Stock in favor of the holders of Hollinger Inc.'s Southam-linked
debentures, which debentures mature on November 4, 1998.
On July 29, 1997, Hollinger Inc. made an issuer bid (the "Debenture
Offer") for all of its outstanding 7% Southam-linked debentures
("Debentures"), with the consideration offered per Cdn. $1,000 principal
amount of Debentures being, at the option of a tendering holder of
Debentures, (i) Cdn. $1,342.86 in cash or (ii) Cdn. $771.43 in cash and
57.143 non-voting special shares ("HCPH Special Shares") of Hollinger
Canadian Publishing. An aggregate of Cdn. $73,416,000 principal amount of
Debentures were tendered in the Debenture Offer, creating a payment
obligation for Hollinger Inc. of Cdn. $58,859,223.65 and 4,146,007 HCPH
Special Shares. Hollinger Inc. borrowed the Cdn $58,859,223.65 from the
Issuer by way of the Note, which is secured by the pledge of 330,949 shares
of Series D Preferred Stock held by NBCo referred to above. The 4,146,007
HCPH Special Shares were issued by Hollinger Canadian Publishing in
consideration for non-voting special shares ("Newco Special Shares") of
3396754 Canada Limited ("Newco"), a wholly-owned subsidiary of Hollinger
Inc. Pursuant to the terms of an exchange agreement (the "Exchange
Agreement") among Hollinger Canadian Publishing, Newco and the Issuer, the
Newco Special Shares are exchangeable at any time after December 23, 1997,
at the option of the holder, into Class A Common Stock to be delivered by
Newco on the same basis as the 4,146,007 HCPH Special Shares are
exchangeable for Class A Common Stock with the Issuer. A copy of the
Exchange Agreement is attached hereto as Exhibit 9.
All or any part of the exchange obligation for the Newco Special
shares can also be settled, at the option of Newco, by a cash payment of an
amount equivalent to the Current Market price (as defined in the Exchange
Agreement) of the Class A Common Stock to be delivered upon any exchange of
Newco Special Shares. Hollinger Inc. has unconditionally agreed to provide
Newco with sufficient Class A Common Stock and/or cash for Newco to meet
its obligations upon an exchange of Newco Special Shares. The number of
Class A Common Stock which Hollinger Inc. may be required to provide to
Newco for optional exchange prior to the mandatory exchange date, June 26,
2000, is between, 2,114,465 and 2,495,896. If exchanges do not occur prior
to such date a mandatory exchange will occur on such date in respect of
which Hollinger Inc. will be required to provide to Newco that number of
shares of
<PAGE>
Class A Common Stock (or the cash equivalent thereof equal to U.S.
$36,816,542 divided by 95% of the Current Market Price at such date.
Under the terms of the Syndicated Facility, Hollinger Inc. is required
to (i) ensure at all times that CIBC has a first pledge of shares of Class
A Common Stock having a Market Value (as defined) at least two times
greater than the amount Hollinger Inc. has borrowed under the Syndicated
Facility and (ii) that at all times Hollinger Inc. and NBCo own, in the
aggregate, at least 35,000,000 shares of Class A Common Stock or Class B
Common Stock. Hollinger Inc. anticipates that it will have sufficient
shares of Class A Common Stock available to satisfy any and all of the
foregoing exchange or pledge obligations.
Certain registration rights agreements, which are incorporated
herein by reference as Exhibits 17 and 18 were entered into in connection
with the above-described pledges in favor of CIBC. These agreements provide
for sale under an existing registration statement (within a certain time
period upon foreclosure) under the Securities Act of the pledged shares of
Class A Common Stock and the shares of Class A Common Stock into which
other pledged securities are convertible.
On May 27, 1998 the shareholders of Hollinger Inc. approved several
amendments to the company's articles to simplify Hollinger Inc.'s share
capital structure, as follows: (i) the terms of the common shares of
Hollinger Inc. were amended to add a retraction privilege and to change
their designation to retractable common shares; (ii) each retractable share
of Hollinger Inc. was changed into one retractable common share of
Hollinger Inc.; and (iii) the retractable common shares of Hollinger Inc.
were consolidated on a 1-for-31 basis. The cumulative effect of the
amendments was to consolidate the 31 shares making up an Equity Unit of
Hollinger Inc. (currently consisting of one common share and 30 Retractable
Shares) into one retractable common share of Hollinger Inc. Hollinger Inc.
has stated that the article amendments will complete an initiative to
enable its shareholders to have their investment in Hollinger Inc. more
directly aligned with the Class A Common Stock of the Issuer.
The retractable common shares will permit the holder to cause
Hollinger Inc. to redeem such shares at any time upon demand, in exchange
for a number of shares of Class A Common Stock of the Issuer held by
Hollinger Inc. determined pursuant to a formula or cash, at Hollinger
Inc.'s option. The "Retraction Price" for such shares will be an amount
determined by the Board of Directors of Hollinger Inc. (or committee
thereof) on a quarterly basis within a range of not less than 90% and not
more than 100% of the "Current Value" on the relevant date divided by the
number of retractable common shares outstanding on such date. For these
purposes, "Current Value" is defined by reference to the fair market value
of all of the assets of Hollinger Inc., less amounts payable upon
liquidation to holders of Hollinger Inc.'s preference shares and certain
tax liabilities, all as determined by the Board of Directors of Hollinger
Inc. Hollinger Inc. has stated that employing this range will allow
fluctuating market conditions to be taken into account in setting the
Retraction Price. At present, the Retraction Price is equal to 90% of
"Current Value" on the relevant date, thus imposing a 10% discount. Upon
receipt of a retraction notice, Hollinger Inc. will redeem the appropriate
number of its retractable common shares by sending to the holder a stock
certificate representing that number of shares of Class A Common Stock of
the Issuer equal to the applicable Retraction Price divided by the "Current
Class A Market Price" on the retraction date. For these purposes, the
"Current Class A Market Price" will be determined primarily by reference to
the per share closing price of the Issuer's Class A Common Stock on the New
York Stock Exchange, with such price being converted into the Canadian
dollar equivalent. If Hollinger Inc. elects to satisfy the Retraction Price
in cash, it may do so for all or any part of the shares to be redeemed.
Hollinger Inc. is obligated to satisfy certain conditions with
<PAGE>
respect to shares of the Issuer's Class A Common Stock delivered as a
redemption of retractable common shares, including the effectiveness of a
registration statement under the Securities Act with respect to such shares
of the availability of an exemption from such registration, and the listing
of such shares on each stock exchange on which the Class A Common Stock is
listed.
Pursuant to grants under the Issuer's 1994 Stock Option Plan and the
1997 Stock Incentive Plan, Mr. Black has been granted options to purchase a
total of 390,000 shares of Class A Common Stock of the Issuer of which
126,250 of such shares are presently exercisable by Mr. Black or
exercisable by him within 60 days.
Item 7. Materials to Be Filed as Exhibits.
Exhibit No. Description
1 Joint Filing Agreement dated October 20, 1995, among Hollinger
Inc., The Ravelston Corporation Limited and The Hon. Conrad M.
Black, P.C., O.C. (individually and on behalf of Conrad Black
Capital Corporation).
2 Share Exchange Agreement dated as of July 19, 1995 between
American Publishing Company and Hollinger Inc. (incorporated by
reference to the definitive proxy statement of the Issuer dated
September 28, 1995).
3 UniMedia Class A Stock Purchase Agreement dated as of April 18,
1997 among Hollinger Inc., UniMedia Holding Company and Hollinger
International Inc.
4 UniMedia Class B Stock Purchase Agreement dated as of April 18,
1997 among Hollinger Inc., UniMedia Holding Company and Hollinger
International Inc.
5 Amended and Restated First Exchange Agreement dated as of July
21, 1997 among Hollinger Inc., UniMedia and Hollinger
International Inc.
6 Second Amended and Restated Second Exchange Agreement dated as of
July 21, 1997 among Hollinger Inc., UniMedia and Hollinger
International Inc.
7 Promissory Note dated September 3, 1997 made by Hollinger Inc. in
favor of Hollinger International Inc.
8 Limited Recourse Guarantee and Securities Pledge Agreement dated
September 3, 1997 between Hollinger International Inc. and
UniMedia Holding Company.
<PAGE>
9 Exchange Agreement Providing for the Exchange of Non-Voting
Special Shares among 3396754 Canada Limited, Hollinger Canadian
Publishing Holdings Inc. and Hollinger International Inc. dated
September 3, 1997.
10 Letter agreement dated July 29, 1997, between Hollinger Inc.,
Hollinger International Inc. and Hollinger Canadian Publishing
Holdings Inc.
11 Letter agreement dated September 30, 1998 among Hollinger Inc.,
Ravelston and Toronto Dominion (New York), Inc.
12 Letter agreement dated September 30, 1998 among Hollinger Inc.,
Ravelston and Scotiabanc Inc.
13 Letter agreement dated September 30, 1998 among Hollinger Inc.,
Ravelston and First Chicago Hedging Services Corporation.
14 Letter agreement dated September 30, 1998 among Hollinger Inc.,
Ravelston and NMS Services, Inc.
15 Master Securities Pledge Agreement made as of August 10, 1998 by
each of Hollinger Inc. and 504468 NB Inc. to Canadian Imperial
Bank of Commerce.
16 Master Securities Pledge Agreement made as of June 4, 1998 by
each of Hollinger Inc. and 504468 NB Inc. to Canadian Imperial
Bank of Commerce.
17 Registration Rights Undertaking dated August 10, 1996 among
Hollinger Inc., Hollinger International Inc., 504468 NB Inc. and
Canadian Imperial Bank of Commerce.
18 Registration Rights Undertaking dated as of June 4, 1998 among
Hollinger Inc., Hollinger International Inc., 504468 NB Inc. and
Canadian Imperial Bank of Commerce.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Statement is true,
complete and correct.
Dated: October 22, 1998
HOLLINGER INC.
By: /s/ Charles G. Cowan
------------------------------
Charles G. Cowan, Q.C.
Vice-President and Secretary
THE RAVELSTON CORPORATION LIMITED
By: /s/ Charles G. Cowan
------------------------------
Charles G. Cowan, Q.C.
Vice-President and Secretary
By: /s/ Conrad M. Black
------------------------------
The Hon. Conrad M. Black, P.C.,
O.C., individually and on behalf
of Conrad Black Capital Corporation
Title: Chairman of Conrad Black
Capital Corporation
<PAGE>
Exhibit Index
1 Joint Filing Agreement dated Incorporated by reference from
October 20, 1995 among Hollinger Exhibit 1 of Schedule 13D of
Inc., The Ravelston Corporation Hollinger Inc., Ravelston and
Limited and The Hon. Conrad M. Mr. Black (the "Reporting
Black, P.C., O.C. (individually Persons") dated as of October 20,
and on behalf of Conrad Black 1995 with respect to their deemed
Capital Corporation). beneficial ownership of shares of
Hollinger International Inc. (the
"Schedule 13D").
2 Share Exchange Agreement dated as Incorporated by reference from
of July 19, 1995 between American Exhibit 2 of Schedule 13D.
Publishing Company and Hollinger
Inc. (incorporated by reference
to the definitive proxy statement
of the Issuer dated September 28,
1995).
3 UniMedia Class A Stock Purchase Incorporated by reference from
Agreement dated as of April 18, Exhibit 14of Schedule 13D/A dated
1997 among Hollinger Inc., as of the Reporting Persons dated
UniMedia Holding Company and as of August 11, 1997
Hollinger International Inc. ("Amendment No. 5").
4 UniMedia Class B Stock Purchase Incorporated by reference from
Agreement dated as of April 18, Exhibit 15 of Schedule 13D/A
1997 among Hollinger Inc., Amendment No. 5.
UniMedia Holding Company and
Hollinger International Inc.
5 Amended and Restated First Incorporated by reference from
Exchange Agreement dated as of Exhibit 16 of Schedule 13D/A
July 21, 1997 among Hollinger Amendment No. 5.
Inc., UniMedia and Hollinger
International Inc.
6 Second Amended and Restated Incorporated by reference from
Second Exchange Agreement dated Exhibit 17 of Schedule 13D/A
as of July 21, 1997 among Amendment No. 5.
Hollinger Inc., UniMedia and
Hollinger International Inc.
7 Promissory Note dated Incorporated by reference from
September 3, 1997 made by Exhibit 9 of Schedule 13D/A
Hollinger Inc. in favor of Amendment No. 6.
Hollinger International Inc.
<PAGE>
8 Limited Recourse Guarantee and Incorporated by reference from
Securities Pledge Agreement dated Exhibit 10 of Schedule 13D/A
September 3, 1997 between Amendment No. 6.
Hollinger International Inc. and
UniMedia Holding Company.
9 Exchange Agreement Providing for Incorporated by reference from
the Exchange of Non-Voting Exhibit 11 of Schedule 13D/A
Special Shares among 3396754 Amendment No. 6.
Canada Limited, Hollinger
Canadian Publishing Holdings Inc.
and Hollinger International Inc.
dated September 3, 1997.
10 Letter agreement dated July 29, Incorporated by reference from
1997, between Hollinger Inc. Exhibit 11 of Schedule 13D/A
Hollinger International Inc. and Amendment No. 6.
Hollinger Canadian Publishing
Holdings Inc.
11 Letter agreement dated Incorporated by reference from
September 30, 1998 among Exhibit 16 of Schedule 13D/A
Hollinger Inc., Ravelston and Amendment No. 7.
Toronto Dominion (New York), Inc.
12 Letter agreement dated Incorporated by reference from
September 30, 1998 among Exhibit 17 of Schedule 13D/A
Hollinger Inc., Ravelston and Amendment No. 7.
Scotiabanc Inc.
13 Letter agreement dated Incorporated by reference from
September 30, 1998 among Exhibit 18 of Schedule 13D/A
Hollinger Inc., Ravelston and Amendment No. 7.
First Chicago Hedging Services
Corporation.
14 Letter agreement dated Incorporated by reference from
September 30, 1998 among Exhibit 19 of Schedule 13D/A
Hollinger Inc., Ravelston and NMS Amendment No. 7.
Services, Inc.
<PAGE>
15 Master Securities Pledge (filed herewith)
Agreement made as of August 10,
1998 by each of Hollinger Inc.
and 504468 NB Inc. to Canadian
Imperial Bank of Commerce.
16 Master Securities Pledge (filed herewith)
Agreement made as of June 4, 1998
by each of Hollinger Inc. and
504468 NB Inc. to Canadian
Imperial Bank of Commerce.
17 Registration Rights Undertaking (filed herewith)
dated August 10, 1996 among
Hollinger Inc., Hollinger
International Inc., 504468 NB
Inc. and Canadian Imperial Bank
of Commerce.
18 Registration Rights Undertaking (filed herewith)
dated as of June 4, 1998 among
Hollinger Inc., Hollinger
International Inc., 504468 NB
Inc. and Canadian Imperial Bank
of Commerce.
Exhibit 15
MASTER SECURITIES PLEDGE AGREEMENT
This is a securities pledge agreement made as of August 10, 1998 by each of
the Pledgors to Canadian Imperial Bank of Commerce, as Lender.
For valuable consideration, each of the Pledgors severally (and not
jointly, or jointly and severally) agrees with the Lender as follows:
1. Definitions. Capitalized terms not otherwise defined in this Agreement
have the meanings specified in the Credit Agreement, and the following term
have the following meanings:
"Borrower" shall mean Hollinger Inc., and shall include its
successors.
"Charge" shall mean any mortgage, charge, pledge, hypothecation, lien
(statutory or otherwise), assignment, finance lease, the retention
agreement or arrangement, security interest or other encumbrance or
adverse claim of any nature, or any other security agreement or
arrangement creating in favour of any creditor a right in respect of a
particular property that is prior to the right of any other creditor
in respect of such property.
"Credit Agreement" shall mean the credit agreement made as of August
10, 1998, among Hollinger Inc., as borrower, and Canadian Imperial
Bank of Commerce, as lender, as such credit agreement may be
supplemented, amended, restated, consolidated or replaced from time to
time.
"Credit Documents" shall mean the Credit Agreement, the Notes (as
defined in the Credit Agreement), the Security (as defined in the
Credit Agreement), all certificates delivered from time to time by or
on behalf of the Borrower to the Lender pursuant to the Credit
Agreement or the Security (as defined in the Credit Agreement), and
any other document acknowledged by the Borrower to be a Credit
Document.
"Default" shall mean, with respect to each Pledgor, a default by such
Pledgor in the payment or performance of any of such Pledgor's
Obligations.
"Guarantee" shall mean the guarantee given as of August 10, 1998 by,
inter alia , each of the Pledgors (except the Borrower) to the Lender
of the obligations of the Borrower to the Lender under the Credit
Documents, as such guarantee may be supplemented, amended, restated,
consolidated or replaced from time to time.
"Issuer" shall mean, at any time, any person who is at such time an
issuer of any securities which constitute part of the Pledged
Collateral of any Pledgor.
"Lender" shall mean Canadian Imperial Bank of Commerce, in its
individual capacity, and shall include its successors and permitted
assigns.
"Obligations" shall mean, with respect to each Pledgor, all present
and future obligations of such Pledgor to the Lender under the Credit
Documents, and any unpaid balance thereof.
"person" is to be broadly interpreted and shall include an individual,
a corporation, a partnership, a trust, an unincorporated organization,
a joint venture, the government of a country or any political
subdivision of a county, or an agency or department of any such
government, any other governmental
<PAGE>
authority and the executors, administrators or other legal
representatives of an individual in such capacity.
"Pledged Collateral" shall have the meaning specified in Section 2.
"Pledged Securities" shall mean, with respect to each Pledgor, the
securities listed in Schedule A hereto, as such schedule may be
amended from time to time.
"Pledgors" shall mean the signatories to this Agreement (other than
the Lender), together with any other person who becomes a Pledgor
under this Agreement from time to time by executing and delivering to
the Lender a Supplement to this Agreement as provided for in Section
21 hereof, and "Pledgor" shall mean any one of the Pledgors.
"PPSA" shall mean the Personal Property Security Act (Ontario), as
such legislation may be amended, renamed or replaced from time to
time, and includes all regulations from time to time made under such
legislation.
"Proceeds" shall have the meaning given to such term in the PPSA.
"Receiver" shall mean a receiver, a manager or a receiver and manager.
"Records" shall mean, with respect to each Pledgor, all books,
records, files, papers, disks, documents and other repositories of
data recording in any form or medium, evidencing or relating to the
Pledged Collateral of such Pledgor which are at any time owned by such
Pledgor or to which such Pledgor (or any person on such Pledgor's
behalf) has access.
"Supplement" shall have the meaning specified in Section 21 hereof.
2. Grant of Security Interest. As general and continuing security for the
due payment and performance of its Obligations (including the payment of
any such Obligations that would become due but for any automatic stay under
the provisions of the Bankruptcy and Insolvency Act (Canada), the United
States Bankruptcy Code or any analogous provisions of any other applicable
law in Canada, the United States of America or any other jurisdiction),
each Pledgor assigns and pledges to and in favor of the Lender and grants
to the Lender a continuing security interest in:
a. the Pledged Securities of such Pledgor, together with all
replacements of any such Pledged Securities and substitutions for
any such Pledged Securities and all certificates and instruments
evidencing such Pledged Securities;
b. all interest and dividends, whether in cash, kind or stock,
received or receivable upon or in respect of any of the Pledged
Securities or such Pledgor and all moneys or other property
payable or paid on account of any return or repayment of capital
in respect of any of the Pledged Securities of such Pledgor or
otherwise distributed in respect of such Pledged Securities or
which will in any way be charged to, or payable or paid out of,
the capital of the applicable Issuer on account of any such
Pledged Securities;
c. all other property that may at any time be received or receivable
by or otherwise distributed to such Pledgor in respect of, or in
substitution for, or in exchange for, any of the foregoing; and
d. all cash, securities and other Proceeds of any of the foregoing
and all rights and interests of such Pledgor in respect thereof
or evidenced thereby, including all moneys received from
<PAGE>
time to time by such Pledgor in connection with any sale or
disposition of any of the Pledged Securities of such Pledgor;
(collectively, the "Pledged Collateral").
3. Delivery of Pledged Collateral. Each of the Pledgors, concurrently with
its execution and delivery of this Agreement (or, if applicable,
concurrently with its execution and delivery of a Supplement) will deliver
to the Lender all certificates or other documents representing or
evidencing the Pledged Collateral of such Pledgor in suitable form for
transfer by delivery, or accompanied by duly executed instruments of
transfer or assignment in blank, in each case satisfactory to the Lender,
all of which shall remain in the custody of the Lender or its nominee. If
the constating documents of any Issuer restrict the transfer of the
securities of such Issuer, then the applicable Pledgor will also deliver to
the Lender a certified copy of a resolution of the directors or
shareholders of such Issuer (as required) consenting to the transfers
contemplated by this Agreement, including any prospective transfer of the
Pledged Collateral by the Lender or its nominee upon a realization on the
security constituted by this Agreement in accordance with this Agreement.
All Pledged Collateral that is in registrable form may, at the option of
the Lender, be registered in the name of Lender or its nominee. Each
Pledgor agrees to execute and deliver to the appropriate persons, promptly
if and when required by the Lender, all such instruments, documents and
agreements as the Lenders in its discretion may deem necessary to effect a
change in the shareholders' register of any Issuer of any Pledged
Collateral of such Pledgor from such Pledgor to the Lender or a nominee of
the Lender. In addition, the Lender shall have the right to exchange
certificates or other documents representing or evidencing any Pledged
Collateral for certificates or other documents of smaller or larger
denominations. If the Lender so requests, any endorsement on any
certificate representing any of the Pledged Collateral will also be
guaranteed by a Canadian or United States bank or other financial
institution acceptable to the Lender.
4. Attachment. Each of the Pledgors confirms that value has been given by
the Lender to such Pledgor, that such Pledgor has rights in its Pledged
Collateral existing at the date of this Agreement, and that the Lender has
not agreed to postpone the time for attachment of the Charges created by
this Agreement to any of the Pledged Collateral of such Pledgor. The
Charges created by this Agreement on the Pledged Collateral of each Pledgor
will have effect and be deemed to be effective whether or not the
Obligations of such Pledgor or any part thereof are owing or in existence
before or after or upon the date of this Agreement or the date of any
Supplement, as the case may be.
5. Covenants.
a. Further Documentation. Each of the Pledgors will from time to
time, at the expense of such Pledgor, promptly and duly authorize, execute
and deliver such further instruments and documents, and take such further
action, as the Lender may request for the purpose of obtaining or
preserving the full benefits of, and the rights and powers granted by, this
Agreement (including the filing of any financing statements or financing
change statements under any applicable law with respect to the Charges
created by this Agreement). Such Pledgor acknowledges that this Agreement
has been prepared based on existing applicable laws and that a change in
such laws, or the laws of other jurisdictions, may require the execution
and delivery of different forms of security documentation. Accordingly,
such Pledgor agrees that the Lender will have the right to require that
this Agreement be amended, supplemented or replaced by such Pledgor, and
that such Pledgor will immediately on request by the Lender authorize,
execute and deliver any such amendment, supplement or replacement (i) to
reflect any changes in such laws, whether arising as a result of statutory
amendments, court decisions or otherwise, (ii) to facilitate the creation
and registration of appropriate security in all appropriate jurisdictions,
or (iii) if such Pledgor merges or amalgamates with any other person or
enters into any corporate reorganization, in each case in order to confer
on the Lender Charges similar to, and having the same effect and priority
as, the Charges created by this Agreement.
<PAGE>
b. Additional Pledged Collateral. Each of the Pledgors will
deliver to the Lender such additional Pledged Collateral as is required to
satisfy the financial covenants set out or incorporated by reference in the
Credit Agreement from time to time. The parties shall also deliver a duly
amended form of Schedule A to this Agreement concurrently with all
deliveries of additional Pledged Collateral.
6. Voting Rights. Unless a Default has occurred and is continuing, each
Pledgor will be entitled to exercise all voting power from time to time
exercisable in respect of the Pledged Collateral of such Pledgor and give
consents, waivers and ratifications in respect thereof; provided, however,
that no vote will be cast or consent, waiver or ratification given or
action taken which would be prejudicial to the interests of the Lender or
which would have the effect of reducing the value of the Pledged Collateral
of such Pledgor as security for the Obligations of such Pledgor or imposing
any restriction on the transferability of any of the Pledged Collateral of
such Pledgor. Unless a Default has occurred and is continuing, the Lender
shall, from time to time at the request and expense of each Pledgor,
execute, in respect of all Pledged Securities of a Pledgor that are
registered in the name of the Lender, valid proxies appointing such Pledgor
as its proxy to attend, vote and act for and on behalf of the Lender at any
and all meetings of each Issuer of Pledged Securities of such Pledgor that
are registered in the name of the Lender and to execute and deliver,
consent to or approve or disapprove of or withhold consent to any
resolutions in writing of shareholders of each such Issuer for and on
behalf of the Lender. Immediately upon the occurrence and during the
continuance of any Default, all such rights of the defaulting Pledgor to
vote and give consents, waivers and ratifications will cease and the Lender
or any nominee of the Lender will be entitled to exercise all such voting
rights and to give all such consents, waivers and ratifications.
7. Dividends. Unless a Default has occurred and is continuing, each Pledgor
will be entitled to receive any and all dividends and other forms of
distribution on the Pledged Collateral of such Pledgor which it is
otherwise entitled to receive, but any and all stock and/or liquidating
dividends, distributions of property, returns of capital or other
distributions made on or in respect of the Pledged Collateral of such
Pledgor, whether resulting from a subdivision, combination or
reclassification of the outstanding capital stock of any Issuer or received
in exchange for the Pledged Collateral of such Pledgor or any part thereof
or as a result of any amalgamation, merger, consolidation, acquisition or
other exchange of property to which any Issuer may be a party or otherwise,
and any and all cash and other property received in exchange for any
Pledged Collateral of such Pledgor, will be and become part of the Pledged
Collateral of such Pledgor subject to the Charges created by this Agreement
and, if received by such Pledgor, unless otherwise applied by such Pledgor
in a manner expressly permitted by the Lender, will immediately be
delivered to the Lender or its nominee (accompanied, if appropriate, by
proper and duly executed instruments of assignment or transfer in
accordance with the Lender's instructions) to be held subject to the terms
of this Agreement; and if any of the Pledged Collateral of any such Pledgor
has been registered in the name of the Lender or its nominee, the Lender
will execute and deliver (or cause to be executed and delivered) to such
Pledgor all such dividend orders and other instruments as such Pledgor may
request for the purpose of enabling such Pledgor to receive the dividends
or other payments which such Pledgor is authorized to receive and retain
pursuant to this Section. If a Default has occurred and is continuing, all
rights of any Pledgor pursuant to this Section will cease and the Lender
will have the sole and exclusive right and authority to receive and retain
the cash dividends and other forms of cash distribution which such Pledgor
would otherwise be authorized to retain pursuant to this Section. Any money
and other property paid over to or received by the Lender pursuant to the
provisions of this Section will be retained by the Lender as additional
Pledged Collateral of the applicable Pledgor and be applied in accordance
with the provisions of this Agreement.
8. Rights of Default. Upon the occurrence and during the continuance of a
Default, the security constituted by this Agreement on the Pledged
Collateral of the defaulting Pledgor shall become enforceable, and the
Lender may, personally or by agent, at such time or times as the Lender in
its discretion may determine, do any one or more of the following:
<PAGE>
a. Rights under PPSA, etc. Exercise against such Pledgor and any
or all of the Pledged Collateral of such Pledgor all of the rights and
remedies granted to secured parties under the PPSA and any other applicable
statute, or otherwise available to the Lender by contract, at law or in
equity.
b. Dispose of Pledged Collateral. Realize on any or all of the
Pledged Collateral of such Pledgor and sell or otherwise dispose of and
deliver any or all of the Pledged Collateral of such Pledgor (or contract
to do any of the above), in one or more parcels at any public or private
sale, at any exchange, broker's board or office of the Lender or elsewhere,
of such terms and conditions as the Lender may deem advisable and at such
prices as it may deem best, for cash or on credit or for future delivery.
c. Court-Appointed Disposition of Pledged Collateral. Obtain from
any court of competent jurisdiction an order for the sale or foreclosure of
any or all of the Pledged Collateral of such Pledgor.
d. Purchase by Lender. At any public sale, and to the extent
permitted by law on any private sale, bid for and purchase any or all of
the Pledged Collateral of such Pledgor offered for sale and, upon
compliance with the terms of such sale, hold, retain, sell or otherwise
dispose of such Pledged Collateral without any further accountability to
such Pledgor or any other person with respect to such holding, retention,
sale or other disposition, except as required by law. The Lender may, for
the purpose of making payment for all or any part of the Pledged Collateral
of any Pledgor so purchased, use any claim for Obligations of such Pledgor
then due and payable to such person as a credit against the purchase price.
e. Transfer of Pledged Collateral. Transfer all or part of the
Pledged Collateral of such Pledgor into the name of the Lender or its
nominee, with or without disclosing that the Pledged Collateral of such
Pledgor is subject to the Charges created by this Agreement.
f. Vote Pledged Collateral. Vote any or all of the Pledged
Collateral of such Pledgor (whether or not transferred to the Lender or its
nominee) and give or withhold all consents, waivers and ratifications in
respect thereof and otherwise act with respect thereto as though it were
the outright owner thereof.
g. Appoint Receiver. Appoint by instrument in writing one or more
Receivers of any or all of the Pledged Collateral of such Pledgor with such
rights, powers and authority (including any or all of the rights, powers
and authority of the Lender under this Agreement) as may be provided for in
the instrument of appointment or any supplemental instrument, and remove
and replace any such Receiver from time to time. To the extent permitted by
applicable law, any Receiver appointed by the Lender will (for purposes
relating to responsibility for the Receiver's acts or omissions) be
considered to be the agent of such Pledgor and not of the Lender.
h. Court-Appointed Receiver. Obtain from any court of competent
jurisdiction an order for the appointment of a Receiver of any or all of
the Pledged Collateral of such Pledgor.
i. Exercise Other Rights. Exercise any and all rights of
conversion, exchange, subscription or any other rights, privileges or
options pertaining to any of the Pledged Collateral of such Pledgor as if
it were the absolute owner thereof, including the right to exchange at its
discretion any and all of the Pledged Collateral of such Pledgor upon the
amalgamation, merger, consolidation, reorganization, recapitalization or
other readjustment of any Issuer or upon the exercise by any Issuer or the
Lender of any right, privilege or option pertaining to any of the Pledged
Collateral of such Pledgor, and in connection therewith, to deposit and
deliver any and all of the Pledged Collateral of such Pledgor with any
committee, depositary, transfer agent, registrar or other designated agency
upon such terms and conditions as it may determine, all without liability
except to account for property actually received by the Lender.
9. Sale of Securities. The Lender is authorized, in connection with any
offer or sale of any Pledged Collateral of a Pledgor, to comply with any
limitation or restriction as it may be advised by counsel is necessary to
comply with applicable law, including compliance with procedures that may
restrict the number of prospective bidders and purchasers, requiring that
prospective bidders and purchasers have certain qualifications, and
restricting prospective bidders and purchasers to persons who will
represent and agree that they are purchasing for their own account or
investment and not with a view to the distribution or resale of such
Pledged Collateral of such Pledgor. Each Pledgor further agrees that
<PAGE>
compliance with any such limitation or restriction will not result in a
sale of the Pledged Collateral of such Pledgor being considered or deemed
not to have been made in a commercially reasonable manner, and the Lender
will not be liable or accountable to such Pledgor for any discount allowed
by reason of the fact that such Pledged Collateral of such Pledgor is sold
in compliance with any such limitation or restriction.
10. Application of Proceeds. All proceeds of Pledged Collateral of a Pledgor
received by the Lender may be applied to discharge or satisfy any expenses
(including the Receiver's remuneration and other expenses of enforcing the
Lender's rights against such Pledgor under this Agreement), Charges over
the Pledged Collateral of such Pledgor in favour of persons other than the
Lender, borrowings, taxes and other outgoings affecting the Pledged
Collateral of such Pledgor or which are considered advisable by the Lender.
The balance of such Proceeds may, at the sole discretion of the Lender, be
held as collateral security for the Obligations of such Pledgor or be
applied to such of the Obligations of such Pledgor (whether or not the same
are due and payable) in such manner and at such times as the Lender
considers appropriate and thereafter will be accounted for as required by
law.
11. Continuing Liability of Pledgors. Each of the Pledgors will remain
liable for any Obligations of such Pledgor that are outstanding following
realization of all or any part of the Pledged Collateral of such Pledgor
and the application of the Proceeds of such Pledged Collateral.
12. Appointment as Attorney-in-Fact. Each of the Pledgors constitutes and
appoints the Lender and any officer or agent of the Lender, with full power
of substitution, as such Pledgor's true and lawful attorney-in-fact with
full power and authority in the place of such Pledgor and in the name of
such Pledgor or in its own name, from time to time in the Lender's
discretion (a) at any time, to sign, deliver and register on behalf of and
in the name of such Pledgor all such financing statements, financing change
statements, notices, verification statements and other documents relating
to the Pledged Collateral of such Pledgor and this Agreement as the Lender
or such other person considers appropriate or desirable, and (b) after the
occurrence and during the continuance of a Default, to take any and all
appropriate action and to execute any and all documents and instruments as,
in the opinion of such attorney acting reasonably, may be necessary or
desirable to accomplish the purposes of this Agreement. These powers from
each Pledgor are coupled with an interest and are irrevocable until this
Agreement is terminated and the Charges created by this Agreement over the
Pledged Collateral of such Pledgor are released. Nothing in this Section
affects the right of the Lender as secured party, or any other person on
behalf of the Lender, to sign and file or deliver (as applicable) all such
financing statements, financing change statements, notices, verification
statements and other documents relating to the Pledged Collateral of any
Pledgor and this Agreement as the Lender or such other person considers
appropriate.
13. Performance by Lender of Pledgor's Obligations. If any Pledgor fails to
perform or comply with any of the obligations of such Pledgor under this
Agreement, the Lender may, but need not, perform or otherwise cause the
performance or compliance of such obligation, provided that such
performance or compliance will not constitute a waiver, remedy or
satisfaction of such failure. The expenses of the Lender incurred in
connection with any such performance or compliance will be payable by such
Pledgor to the Lender immediately on demand, and until paid, any such
expenses will form part of the Obligations of such Pledgor and will be
secured by the Charges created by this Agreement over the Pledged
Collateral of such Pledgor.
14. Interest. If any amount payable by a Pledgor to the Lender under this
Agreement is not paid when due, such Pledgor will pay to the Lender,
immediately on demand, interest on such amount from the date due until
paid, at a nominal rate per annum equal at all times to the Prime Rate in
effect from time to time plus 5%
<PAGE>
if such amount is payable in Cdn. Dollars, or to the U.S. Base Rate in
effect from time to time plus 5% if such amount is payable in U.S. Dollars,
which rate per annum will change automatically without notice to such
Pledgor as and when the Prime Rate or the U.S. Base Rate, as the case may
be, changes. All amounts payable by any Pledgor to the Lender under this
Agreement, and all interest on all such amounts, will form part of the
Obligations of such Pledgor and will be secured by the Charges created by
this Agreement over the Pledged Collateral of such Pledgor.
15. Severability. Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction or against any Pledgor will, as to that
jurisdiction and such Pledgor, be ineffective to the extent of such
prohibition or unenforceableability and will be severed from the balance of
this Agreement, all without affecting the remaining provisions or this
Agreement of affecting the validity or enforceability of such provision in
any other jurisdiction or against any other Pledgor.
16. Rights of Lender, Etc. Neither the Lender nor any Receiver or any agent
of any of the foregoing (including, in Alberta or British Columbia, any
sheriff) (i) will be liable to any Pledgor or any other person for any
failure or delay in exercising any of its rights under this Agreement
(including any failure to take possession of, sell or otherwise dispose of
any Pledged Collateral of such Pledgor, or to preserve rights against prior
parties); is required to take, or will have any liability for any failure
to take or delay in taking, any steps necessary or advisable to preserve
rights against other persons under any Pledged Collateral of any Pledgor in
its possession; or (iii) will be liable for any, and each Pledgor will bear
the full risk of all, loss or damage to any and all of the Pledged
Collateral of such Pledgor (including any Pledged Collateral of such
Pledgor in the possession of any such person) caused for any reason other
than the gross negligence or wilful misconduct of such person.
17. Dealings by Lender. The Lender will be obliged to exhaust its recourse
against any Pledgor or any other person or against any other security it
may hold in respect of the Obligations of any Pledgor before realizing upon
or otherwise dealing with the Pledged Collateral of such Pledgor in such
manner as the Lender may consider desirable. The Lender may grant
extensions of time and other indulgences, take and give up security, accept
compositions, grant releases and discharges and otherwise deal with each
Pledgor and any other person, and with any or all of the Pledged Collateral
of each Pledgor, and with other security and sureties, as the Lender may
see fit, all without prejudice to the Obligations of any Pledgor or to the
rights and remedies of the Lender under this Agreement. The powers
conferred on the Lender under this Agreement are solely to protect the
interests of the Lender to the Pledged Collateral of each of the Pledgors
and will not impose any duty upon the Lender to exercise any such powers.
18. Communication. All notices and other communications given under or with
respect to this Agreement will be in writing and may be sent by facsimile,
mailed or delivered to the Lender at Canadian Imperial Bank of Commerce,
Media & Telecommunications, 161 Bay Street, 8th Floor, BCE Place, Toronto,
Ontario, M5J 2S8, facsimile (416) 980-2804, attention Managing Director, or
to any Pledgor care of the Borrower at 10 Toronto Street, Toronto, Ontario,
M5C 2B7, facsimile (416) 364-2088, attention General Counsel, or, as to any
such person, at such other address or facsimile number as may be designated
by such person in a notice to the others given as required hereby. Except
as otherwise provided in this Agreement, all such communications will be
deemed to have been duly given when (a) transmitted by facsimile or
delivered if transmitted or delivered prior to 4:00 p.m. (local time) on a
Business Day and otherwise on the Business Day following transmission or
delivery, or (b) in the case of a mailed notice, upon receipt, in each case
given or addressed as aforesaid.
19. Release of Information. Each of the Pledgors authorizes the Lender to
provide a copy of this Agreement and such other information as may be
requested of the Lender by other persons entitled thereto pursuant to any
applicable law or court order, and otherwise with the consent of such
Pledgor.
20. Waivers and Indemnity. To the extent permitted by applicable law, each
of the Pledgors unconditionally and irrevocably waives (i) all claims,
damages and demands it may acquire against the Lender
<PAGE>
arising out of the exercise by the Lender or any Receiver of any rights or
remedies under this Agreement or at law, and (ii) all of the rights,
benefits and protections given by any present or future statute that
imposes limitations on the rights, powers or remedies of a secured party or
on the methods of, or procedures for, realization of security, including
any "seize or sue" or "anti-deficiency" statute or any similar provision of
any other statute. The Lender will not, by any act or delay, be deemed to
have waived any right or remedy hereunder or to have acquiesced in any
Default or in any breach of any of the terms and conditions hereof. Neither
the taking of any judgment nor the exercise of any power of seizure or sale
will extinguish the liability of any Pledgor to pay the Obligations of such
Pledgor, nor will the same operate as a merger of any covenant contained in
this Agreement or of any other liability, nor will the acceptance of any
payment or other security constitute or create any novation. Each of the
Pledgors severally (and not jointly or jointly and severally) agrees to
indemnify the Lender from and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind or nature whatsoever (except by reason of the
gross negligence or wilful misconduct of such person) which may be imposed
on, incurred by, or asserted against the Lender and arising by reason of
any action (including any action referred to in this Agreement) or inaction
or omission to day any act legally required by such Pledgor. These
indemnifications will survive the satisfaction, release or extinguishment
of the Obligations of each Pledgor and the Charges created by this
Agreement.
21. Addition of Pledgors. Additional persons may from time to time after
the date of this Agreement become Pledgors under this Agreement by
executing and delivering to the Lender a supplemental agreement (a
"Supplemental") to this Agreement in substantially the form attached as
Schedule B to this Agreement. Effective from and after the date of the
execution and delivery by any person to the Lender of a Supplement such
person shall be, and shall be deemed for all purposes to be, a Pledgor
under this Agreement with the same force and effect, and subject to the
same agreements, representations, indemnities, liabilities, obligations and
Charges, as if such person had been an original signatory to this Agreement
as a Pledgor. The execution and delivery of a Supplement by any additional
person shall not require the consent of any Pledgor and all of the
Obligations of each Pledgor under this Agreement, and all Charges granted
by each Pledgor under the Agreement, shall remain in full force and effect
notwithstanding the addition of any new Pledgor to this Agreement.
22. Amalgamation. If any Pledgor is a corporation, such Pledgor
acknowledges that if it amalgamates or merges with any other corporation or
corporations, then (i) the term "Pledgor", where used in this Agreement,
will extend to and include the continuing corporation from such
amalgamation or merger, (ii) the term "Obligations", where used in this
Agreement in connection with such Pledgor, will extend to and include the
Obligations of each of the amalgamating or merging corporations at the time
of such amalgamation or merger and the Obligations of the continuing
corporation from such amalgamation or merger arising thereafter, and (iii)
the Pledged Collateral of such Pledgor and the Charges created by this
Agreement over the Pledged Collateral of such Pledgor will extend to and
include all of the Pledged Collateral of each of the amalgamating or
merging corporations at the time of such amalgamation or merger and to any
and all Pledged Collateral of the continuing corporation from such
amalgamation or merger thereafter owned or acquired.
23. Release of Pledgor. Promptly following any release of any Pledgor from
all of its Obligations (including any such release effected by the
operation of an express provision of the Guarantee providing for the
release of such Obligations in specified circumstances), the Lender,
without affecting in any manner whatsoever any of the Obligations of any
other Pledgor or any of the Charges created by this Agreement over the
Pledged Collateral of any other Pledgor, will release such Pledgor and the
Pledged Collateral of such Pledgor then subject to the Charges created by
this Agreement from this Agreement and from the Charges created by this
Agreement. Upon such release, and at the request and expense of such
Pledgor, the Lender shall execute and deliver such releases, discharges,
instruments and resolutions as such Pledgor may reasonably request.
<PAGE>
24. Additional Security. This Agreement is in addition to, and not in
substitution of, any and all other security documents, previously or
concurrently delivered by any Pledgor to the Lender, all of which other
security documents shall remain in full force and effect.
25. Several Agreement; Alteration or Waiver. No provision of this Agreement
may be changed, waived, discharged or terminated except with the written
consent of each Pledgor directly affected thereby and the written consent
of the Lender. This Agreement shall be construed as a separate agreement
with respect to each Pledgor and, subject to the first sentence of this
Section, may be amended, modified, supplemented, waived or released with
respect to any Pledgor, or any representations, agreements, covenants,
indemnities, liabilities, obligations or Pledged Collateral of, or any
Charge from, any Pledgor, without the approval of any other Pledgor and
without affecting the liabilities or obligations of any other Pledgor under
this Agreement. Any waiver will be effective only in the specific instance,
and only for the specific purpose, in respect of which the waiver is given.
No failure by the Lender to exercise, and no delay in exercising, any right
under this Agreement will operate as a waiver of any right, nor will any
single or partial exercise of any right under this Agreement against any
Pledgor preclude any other or further exercise of such right against such
Pledgor, the exercise of such right against any other Pledgor or the
exercise of any other right against such Pledgor or against any other
Pledgor.
26. Governing Law; Attornment. This Agreement is a contract made under, and
will for all purposes be governed by and interpreted and enforced according
to, the laws of the Province of Ontario (including the laws of Canada
applicable in such Province), excluding any conflict of laws, rule or
principle that might refer these matters to the laws of another
jurisdiction, and without prejudice to or limitation of any other rights or
remedies available to the Lender under the laws of any other jurisdiction.
Each of the Pledgors irrevocably submits to the jurisdiction of the courts
of the Province of Ontario and to the Supreme Court of Canada without
prejudice to the right of the Lender to commence an action against such
Pledgor in any other jurisdiction. Each of the Pledgors (other than the
Borrower) agrees that service of all writs, processes, statements,
correspondence and summonses in any suit, action or proceeding brought
against such Pledgor under or in respect of this Agreement in the Province
of Ontario may be made upon such Pledgor at such Pledgor's address for
notices as provided for in Section 18 of this Agreement, and each of the
Pledgors irrevocably appoints the Borrower as such Pledgor's true and
lawful attorney-in-fact in such Pledgor's name, place and stead to accept
such service of any and all writs, processes, statements, correspondence
and summonses, and agrees that the failure of the Borrower to give any
notice thereof to such Pledgor shall not impair or affect the validity of
such service or of any judgment based thereon. Each of the Pledgors further
irrevocably consents to the service of any writs, processes, statements,
correspondence and summonses in any suit, action or proceeding in such
courts by the mailing thereof by registered or certified mail, postage
prepaid to such Pledgor at such Pledgor's address for notice as provided
for in Section 18 of this Agreement. Nothing in this Section shall be
deemed to in any way limit the ability of the Lender to serve any such
writs, processes, statements, correspondence or summonses in any other
manner permitted by applicable law or to obtain jurisdiction over any
Pledgor in such other jurisdictions, and in such manner, as may be
permitted by applicable law. Each of the Pledgors irrevocably waives any
objection which it may now or in the future have based on lack of personal
jurisdiction over such Pledgor or which it may have to the laying of venue
of any such suit, action or proceeding brought in the courts of the
Province of Ontario or the Supreme Court of Canada and further irrevocably
waives any claim that any such suit, action or proceeding brought in any
such court has been brought in an improper venue or in an inconvenient
forum.
27. Waiver of Jury Trial. Because disputes arising in connection with
complex financial transactions are most quickly and economically resolved
by an experienced and expert person, and the Pledgors and the Lender wish
applicable laws to apply (rather than arbitration rules), the parties
desire that their disputes be resolved by a judge applying such applicable
laws. Therefore, to achieve the best combination of the benefits of the
judicial system and or arbitration, the Pledgors and the Lender waive all
right to trial by jury in any action, suit, or proceeding brought to
resolve any dispute, whether in contract, tort, or otherwise, between any
Pledgor and
<PAGE>
the Lender arising out of, connected with, related to, or incidental to the
relationship established between them in connection with this Agreement.
28. Delivery and Completeness of Agreement. Upon this Agreement (or a
Supplement as provided for in Section 21 hereof), bearing the signature of
a person claiming to have authority to bind a Pledgor, coming into the
possession of the Lender, and irrespective of whether this Agreement (or
any such Supplemental) has been executed by any other Pledgor, this
Agreement (and such Supplement) will be deemed to be finally and
irrevocably executed and delivered by, and be effective and binding on, and
enforceable against, such Pledgor free from promise or condition affecting
or limiting the liabilities or obligations of such Pledgor under or in
respect of this Agreement. No statement, representation, agreement or
promise by any officer, employee or agent of the Lender, unless expressly
set forth in this Agreement, forms any part of this Agreement or has
induced the making of this Agreement by any Pledgor or in any way affects
any of the liabilities or obligations of any Pledgor under this Agreement.
This Agreement constitutes the entire agreement between the Lender and each
of the Pledgors with respect to the subject matter of this Agreement and
cancels and supersedes any prior understandings and agreements between the
Lender and each such Pledgor with respect to this Agreement (without
affecting any other security previously delivered by any Pledgor to the
Lender).
29. Interpretation. Unless otherwise expressly provided in this Agreement,
if any matter in this Agreement is subject to the consent or approval of
the Lender or is to be acceptable to the Lender, such consent, approval or
determination of acceptability will be in the sole discretion of the
Lender. If any provision in this Agreement refers to any action taken or to
be taken by any Pledgor, or which such Pledgor is prohibited from taking,
such provision will be interpreted to include any and all means, direct or
indirect, of taking, or not taking, such action.
30. Successors and Assigns. This Agreement will enure to the benefit of,
and be binding on, each of the Pledgors and their successors, and will
enure to the benefit of, and be binding on, the Lender and its respective
successors and assigns. No Pledgor may assign this Agreement, or any of its
rights or obligations under this Agreement, without the prior written
consent of the Lender.
31. Acknowledgment of Receipt/Waiver. Each of the Pledgors acknowledges
receipt of an executed copy of this Agreement and, to the extent permitted
by applicable law, waives the right to receive a copy of any financing
statement, financing change statement or verification statement registered
or issued in connection with this Agreement.
32. Counterparts and Facsimile. This Agreement may be executed in
counterparts. Each executed counterpart shall be deemed to be an original
and all counterparts taken together shall constitute one and the same
Agreement. Delivery of an executed signature page to this Agreement by any
Pledgor by facsimile transmission shall be as effective as delivery of a
manually executed copy of this Agreement by such Pledgor.
<PAGE>
33. Language. The parties to this Agreement expressly request and require
that this Agreement, all other Credit Documents, and all related documents
be drafted in English. Les parties aux prsentes conviennent et exigent que
cette Convention et tous les documents qui s y rattachent soient rdigs en
Anglais.
IN WITNESS OF WHICH each of the undersigned has executed this Agreement as
of the date shown on the first page of this Agreement.
CANADIAN IMPERIAL BANK OF
COMMERCE, as Lender
by: /s/ Steve Sloan
--------------------------
name: Steve Sloan
title: Managing Director
by:
--------------------------
name: Cindy Greenough
title: Executive Director
HOLLINGER INC.
by: /s/ Peter Y. Atkinson
--------------------------
name: Peter Y. Atkinson
title: Vice-President and General Counsel
504468 N.B. INC.
by: /s/ Peter Y. Atkinson
--------------------------
name: Peter Y. Atkinson
title: Vice-President and General Counsel
<PAGE>
SCHEDULE A
PLEDGED SECURITIES
All present and after-acquired shares in the capital of Hollinger
International Inc. owned by the Pledgors from time to time, including,
without limitation, the following:
Pledgor Class No. of Shares Certificate No.
Hollinger Inc. Class A Common 3,000,000 A 0299
Hollinger Inc. Class A Common 610,754 A 0300
Hollinger Inc. Class A Common 4,050,000 A 0359
Hollinger Inc. Class A Common 2,460,972 A 0500
Hollinger Inc. Class A Common 2,800,000 A 5126
Hollinger Inc. Class A Common 2,800,000 A 5127
Hollinger Inc. Class A Common 2,800,000 A 5128
Hollinger Inc. Class A Common 2,800,000 A 5129
Hollinger Inc. Class A Common 2,800,000 A 5130
Hollinger Inc. Class A Common 1,950,000 A 5131
504468 N.B. Inc. Class A Common 3,207,045 A 5120
504468 N.B. Inc. Class A Common 2,000,000 A 5122
504468 N.B. Inc. Class A Common 2,000,000 A 5123
504468 N.B. Inc. Class A Common 2,000,000 A 5124
504468 N.B. Inc. Class A Common 1,539,028 A 5125
Hollinger Inc. Class B Common 2,000,000 B 0006
504468 N.B. Inc. Class B Common 12,990,000 B 0005
Hollinger Inc. Series C Preferred 666,548 C 7
504468 N.B. Inc. Series C Preferred 162,861 C9
504468 N.B. Inc. D Preferred 739,500 D 2
<PAGE>
SCHEDULE B
SUPPLEMENT TO MASTER SECURITIES PLEDGE AGREEMENT
This is a Supplement made as of __________________ to the securities pledge
agreement made as of August 10, 1998 by certain persons to Canadian
Imperial Bank of Commerce, as Lender (the "Pledge Agreement") . The
provisions of the Pledge Agreement shall apply, mutatis mutandis, to this
Supplement. Capitalized terms used but not otherwise defined in this
Supplement have the meanings specified in the Pledge Agreement.
For valuable consideration, each of the undersigned (each a "New Pledgor")
severally (and not jointly, or jointly and severally) agrees with the
Lender as follows:
1. Each New Pledgor acknowledges that it has received and reviewed a copy
of the Pledge Agreement and the Credit Documents in existence on the date
of this Supplement, and confirms that it is executing and delivering this
Supplement to the Lender pursuant to Section 21 of the Pledge Agreement.
2. Effective from and after the date this Supplement is executed and
delivered to the Lender by any New Pledgor (and irrespective of whether
this Supplement has been executed and delivered by any other person), such
New Pledgor is, and shall be deemed for all purposes to be, a Pledgor under
the Pledge Agreement with the same force and effect, and subject to the
same agreements, representations, guarantees, indemnities, liabilities and
obligations, as if such New Pledgor was, effective as of the date of this
Supplement, an original signatory to the Pledge Agreement as a Pledgor. In
furtherance of the foregoing, each New Pledgor severally (and not jointly,
or jointly and severally) as security for the payment and performance of
the Obligations of such New Pledgor (including any Obligations that would
become due but for any automatic stay under the provisions of the
Bankruptcy and Insolvency Act (Canada), the United States Bankruptcy Code
or any analogous provisions of any other applicable law in Canada, the
United States of America or any other jurisdiction) hereby assigns and
pledges to the Lender and grants to the Lender a continuing security
interest in, the Pledged Collateral of such New Pledgor.
3. Upon this Supplement bearing the signature of any of person claiming to
have authority to bind a New Pledgor coming into the hands of the Lender,
and irrespective of whether this Supplement or the Pledge Agreement has
been executed by any other person, this Supplement will be deemed to be
finally and irrevocably executed and delivered by, and be effective and
binding on, and enforceable against, such New Pledgor free from any promise
or condition affecting or limiting the obligations of such New Pledgor and
such New Pledgor shall be, and shall be deemed for all purposes to be, a
Pledgor under the Pledge Agreement. No statement, representation, agreement
or promise by any officer, employee or agent of the Lender forms any part
of this Supplement or the Pledge Agreement or has induced the making of
this Supplement or the Pledge Agreement by any New Pledgor or in any way
affects of the Obligations of any New Pledgor.
IN WITNESS OF WHICH this Supplement has been duly executed and delivered by
each New Pledgor as of the date indicated on the first page of this
Supplement.
[signatures of one or more New Pledgors]
EXHIBIT 16
MASTER SECURITIES PLEDGE AGREEMENT
This is a securities pledge agreement made as of June 4, 1998 by each of
the Pledgors to Canadian Imperial Bank of Commerce, as Administrative
Agent.
For valuable consideration, each of the Pledgors severally (and not
jointly, or jointly and severally) agrees with the Administrative Agent,
for the benefit of the Administrative Agent and the Lenders, as follows:
1. Definitions. Capitalized terms not otherwise defined in this
Agreement have the meanings specified in the Credit Agreement, and the
following terms have the following meanings:
"Administrative Agent" shall mean Canadian Imperial Bank of Commerce
in its capacity as administrative agent for the Lenders under the
Credit Documents, and shall include its successors and permitted
assigns in such capacity.
"Borrower" shall mean Hollinger Inc., and shall include its
successors.
"Charge" shall mean any mortgage, charge, pledge, hypothecation, lien
(statutory or otherwise), assignment, finance lease, title retention
agreement or arrangement, security interest or other encumbrance or
adverse claim of any nature, or any other security agreement or
arrangement creating in favour of any creditor a right in respect of a
particular property that is prior to the right of any other creditor
in respect of such property.
"Credit Agreement" shall mean the credit agreement made as of June 4,
1998, among Hollinger Inc., as borrower, each financial institution
that is a signatory thereto and each financial institution that
becomes a party thereto from time to time, as lenders, Canadian
Imperial Bank of Commerce, as Arranger and Administrative Agent, The
Bank of Nova Scotia, as Syndication Agent, and The Toronto-Dominion
Bank, as Documentation Agent, as such credit agreement may be
supplemented, amended, restated, consolidated or replaced from time to
time.
"Credit Documents" shall mean the Credit Agreement, the Notes (as
defined in the Credit Agreement), the Security (as defined in the
Credit Agreement), all certificates delivered from time to time by or
on behalf of the Borrower to the Administrative Agent or the Lenders
pursuant to the Credit Agreement or the Security (as defined in the
Credit Agreement), and any other document acknowledged by the Borrower
to be a Credit Document.
<PAGE>
"Default" shall mean, with respect to each Pledgor, a default by such
Pledgor in the payment or performance of any of such Pledgor's
Obligations.
"Guarantee" shall mean the guarantee given as of June 4, 1998 by,
inter alia, each of the Pledgors (except the Borrower) to the
Administrative Agent, for the benefit of the Administrative Agent and
the Lenders, of the obligations of the Borrower to the Administrative
Agent and the Lenders under the Credit Documents, as such guarantee
may be supplemented, amended, restated, consolidated or replaced from
time to time.
"Issuer" shall mean, at any time, any person who is at such time an
issuer of any securities which constitute part of the Pledged
Collateral of any Pledgor.
"Obligations" shall mean, with respect to each Pledgor, all present
and future obligations of such Pledgor to each of the Administrative
Agent and the Lenders under the Credit Documents, and any unpaid
balance thereof.
"person" is to be broadly interpreted and shall include an individual,
a corporation, a partnership, a trust, an unincorporated organization,
a joint venture, the government of a country or any political
subdivision of a country, or an agency or department of any such
government, any other governmental authority and the executors,
administrators or other legal representatives of an individual in such
capacity.
"Pledged Collateral" shall have the meaning specified in Section 2.
"Pledged Securities" shall mean, with respect to each Pledgor, the
securities listed in Schedule A hereto, as such schedule may be
amended from time to time.
"Pledgors" shall mean the signatories to this Agreement (other than
the Administrative Agent), together with any other person who becomes
a Pledgor under this Agreement from time to time by executing and
delivering to the Administrative Agent a Supplement to this Agreement
as provided for in Section 21 hereof, and "Pledgor" shall mean any one
of the Pledgors.
"PPSA" shall mean the Personal Property Security Act (Ontario), as
such legislation may be amended, renamed or replaced from time to
time, and includes all regulations from time to time made under such
legislation.
"Proceeds" shall have the meaning given to such term in the PPSA.
"Receiver" shall mean a receiver, a manager or a receiver and manager.
<PAGE>
"Records" shall mean, with respect to each Pledgor, all books,
records, files, papers, disks, documents and other repositories of
data recording in any form or medium, evidencing or relating to the
Pledged Collateral of such Pledgor which are at any time owned by such
Pledgor or to which such Pledgor (or any person on such Pledgor's
behalf) has access.
"Supplement" shall have the meaning specified in Section 21 hereof.
2. Grant of Security Interest. As general and continuing security
for the due payment and performance of its Obligations (including the
payment of any such Obligations that would become due but for any automatic
stay under the provisions of the Bankruptcy and Insolvency Act (Canada),
the United States Bankruptcy Code or any analogous provisions of any other
applicable law in Canada, the United States of America or any other
jurisdiction), each Pledgor assigns and pledges to and in favour of the
Administrative Agent, for the benefit of the Administrative Agent and the
Lenders, and grants to the Administrative Agent, for the benefit of the
Administrative Agent and the Lenders, a continuing security interest in:
(a) the Pledged Securities of such Pledgor, together with all
replacements of any such Pledged Securities and substitutions for
any such Pledged Securities and all certificates and instruments
evidencing such Pledged Securities;
(b) all interest and dividends, whether in cash, kind or stock,
received or receivable upon or in respect of any of the Pledged
Securities of such Pledgor and all moneys or other property
payable or paid on account of any return or repayment of capital
in respect of any of the Pledged Securities of such Pledgor or
otherwise distrusted in respect of such Pledged Securities or
which will in any way be charged to, or payable or paid out of,
the capital of the applicable Issuer on account of any such
Pledged Securities;
(c) all other property that may at any time be received or receivable
by or otherwise distributed to such Pledgor in respect of, or in
substitution for, or in exchange for, any of the foregoing; and
(d) all cash, securities and other Proceeds of any of the foregoing
and all rights and interests of such Pledgor in respect thereof
or evidenced thereby, including all moneys received from time to
time by such Pledgor in connection with any sale or disposition
of any of the Pledged Securities of such Pledgor;
<PAGE>
(collectively, the "Pledged Collateral").
3. Delivery of Pledged Collateral. Each of the Pledgors,
concurrently with its execution and delivery of this Agreement (or, if
applicable, concurrently with its execution and delivery of a Supplement)
will deliver to the Administrative Agent all certificates or other
documents representing or evidencing the Pledged Collateral of such Pledgor
in suitable form for transfer by delivery, or accompanied by duly executed
instruments of transfer or assignment in blank, in each case satisfactory
to the Administrative Agent, all of which shall remain in the custody of
the Administrative Agent or its nominee. If the constating documents of any
Issuer restrict the transfer of the securities of such Issuer, then the
applicable Pledgor will also deliver to the Administrative Agent a
certified copy of a resolution of the directors or shareholders of such
Issuer (as required) consenting to the transfers contemplated by this
Agreement, including any prospective transfer of the Pledged Collateral by
the Administrative Agent or its nominee upon a realization on the security
constituted by this Agreement in accordance with this Agreement. All
Pledged Collateral that is in registrable form may, at the option of the
Administrative Agent, be registered in the name of Administrative Agent or
its nominee. Each Pledgor agrees to execute and deliver to the appropriate
persons, promptly if and when required by the Administrative Agent, all
such instruments, documents and agreements as the Administrative Agent in
its discretion may deem necessary to effect a change in the shareholders'
register of any Issuer of any Pledged Collateral of such Pledgor from such
Pledgor to the Administrative Agent or a nominee of the Administrative
Agent. In addition, the Administrative Agent shall have the right to
exchange certificates or other documents representing or evidencing any
Pledged Collateral for certificates or other documents of smaller or larger
denominations. If the Administrative Agent so requests, any endorsement on
any certificate representing any of the Pledged Collateral will also be
guaranteed by a Canadian or United States bank or other financial
institution acceptable to the Administrative Agent.
4. Attachment. Each of the Pledgors confirms that value has been
given by the Administrative Agent and the Lenders to such Pledgor, that
such Pledgor has rights in its Pledged Collateral existing at the date of
this Agreement, and that the Administrative Agent has not agreed to
postpone the time for attachment of the Charges created by this Agreement
to any of the Pledged Collateral of such Pledgor. The Charges created by
this Agreement on the Pledged Collateral of each Pledgor will have effect
and be deemed to be effective whether or not the Obligations of such
Pledgor or any part thereof are owing or in existence before or after or
upon the date of this Agreement or the date of any Supplement, as the case
may be.
<PAGE>
5. Covenants.
(a) Further Documentation. Each of the Pledgors will from time to
time, at the expense of such Pledgor, promptly and duly authorize, execute
and deliver such further instruments and documents, and take such further
action, as the Administrative Agent may request for the purpose of
obtaining or preserving the full benefits of, and the rights and powers
granted by, this Agreement (including the filing of any financing
statements or financing change statement under any applicable law with
respect to the Charges created by this Agreement). Such Pledgor
acknowledges that this Agreement has been prepared based on existing
applicable laws and that a change in such laws, or the laws of other
jurisdictions, may require the execution and delivery of different forms of
security documentation. Accordingly, such Pledgor agrees that the
Administrative Agent will have the right to require that this Agreement be
amended, supplemented or replaced by such Pledgor, and that such Pledgor
will immediately on request by the Administrative Agent authorize, execute
and deliver any such amendment, supplement or replacement (i) to reflect
any changes in such laws, whether arising as a result of statutory
amendments, court decisions or otherwise, (ii) to facilitate the creation
and registration of appropriate security in all appropriate jurisdictions,
or (iii) if such Pledgor merges or amalgamates with any other person or
enters into any corporate reorganization, in each case in order to confer
on the Administrative Agent Charges similar to, and having the same effect
and priority as, the Charges created by this Agreement.
(b) Additional Pledged Collateral. Each of the Pledgors will
deliver to the Administrative Agent such additional Pledged Collateral as
is required to satisfy the financial covenant set out in Section 8.03(i) of
the Credit Agreement from time to time; provided that, the Administrative
Agent, on behalf of the Lenders, will release some or all of such
additional Pledged Collateral from the Charge constituted by this Agreement
if the Administrative Agent and the Lenders, acting reasonably, conclude
that such additional Pledged Collateral will not be required to satisfy the
financial covenant set out in Section 8.03(i) of the Credit Agreement from
time to time. For greater certainty, the Pledged Collateral existing as at
the date of this Agreement shall not be released at any time pursuant to
this Section 5(b). The parties shall also deliver a duly amended form of
Schedule A to this Agreement concurrently with all deliveries of additional
Pledged Collateral or releases of surplus Pledged Collateral, as the case
may be.
6. Voting Rights. Unless a Default has occurred and is
continuing, each Pledgor will be entitled to exercise all voting power from
time to time exercisable in respect of the Pledged Collateral of such
Pledgor and give consents, waivers and ratifications in respect thereof;
provided, however, that no vote will be cast or consent, waiver or
ratification given or action taken which would have the effect of reducing
the value of the Pledged Collateral of such Pledgor as security for the
Obligations of such Pledgor or
<PAGE>
imposing any restriction on the transferability of any of the Pledged
Collateral of such Pledgor. Unless a Default has occurred and is
continuing, the Administrative Agent shall, from time to time at the
request and expense of each Pledgor, execute, in respect of all Pledged
Securities of a Pledgor that are registered in the name of the
Administrative Agent, valid proxies appointing such Pledgor as its proxy to
attend, vote and act for and on behalf of the Administrative Agent at any
and all meetings of each Issuer of Pledged Securities of such Pledgor that
are registered in the name of the Administrative Agent and to execute and
deliver, consent to or approve or disapprove of or withhold consent to any
resolutions in writing of shareholders of each such Issuer for and on
behalf of the Administrative Agent. Immediately upon the occurrence and
during the continuance of any Default, all such rights of the defaulting
Pledgor to vote and give consents, waivers and ratifications will cease and
the Administrative Agent or any nominee of the Administrative Agent will be
entitled to exercise all such voting rights and to give all such consents,
waivers and ratifications.
7. Dividends. Unless a Default has occurred and is continuing,
each Pledgor will be entitled to receive any and all dividends and other
forms of distribution on the Pledged Collateral of such Pledgor which it is
otherwise entitled to receive, but any and all stock and/or liquidating
dividends, distributions of property, returns of capital or other
distributions made on or in respect of the Pledged Collateral of such
Pledgor, whether resulting from a subdivision, combination or
reclassification of the outstanding capital stock of any Issuer or received
in exchange for the Pledged Collateral of such Pledgor or any part thereof
or as a result of any amalgamation, merger, consolidation, acquisition or
other exchange of property to which any Issuer may be a party or otherwise,
and any and all cash and other property received in exchange for any
Pledged Collateral of such Pledgor, will be and become part of the Pledged
Collateral of such Pledgor subject to the Charges created by this Agreement
and, if received by such Pledgor, unless otherwise applied by such Pledgor
in a manner expressly permitted by the Administrative Agent, will
immediately be delivered to the Administrative Agent or its nominee
(accompanied, if appropriate, by proper and duly executed instruments of
assignment or transfer in accordance with the Administrative Agent's
instructions) to be held subject to the terms of this Agreement; and if any
of the Pledged Collateral of any such Pledgor has been registered in the
name of the Administrative Agent or its nominee, the Administrative Agent
will execute and deliver (or cause to be executed and delivered) to such
Pledgor all such dividend orders and other instruments as such Pledgor may
request for the purpose of enabling such Pledgor to receive the dividends
or other payments which such Pledgor is authorized to receive and retain
pursuant to this Section. If a Default has occurred and is continuing, all
rights of any Pledgor pursuant to this Section will cease and the
Administrative Agent will have the sole and exclusive right and authority
to receive and retain the cash dividends and other forms of cash
distribution which such Pledgor would otherwise be authorized to retain
pursuant to this Section. Any money and other property paid over to or
received by the Administrative Agent pursuant to the
<PAGE>
provisions of this Section will be retained by the Administrative Agent as
additional Pledged Collateral of the applicable Pledgor and be applied in
accordance with the provisions of this Agreement.
8. Rights on Default. Upon the occurrence and during the
continuance of a Default, the security constituted by this Agreement on the
Pledged Collateral of the defaulting Pledgor shall become enforceable, and
the Administrative Agent may, personally or by agent, at such time or times
as the Administrative Agent in its discretion may determine, do any one or
more of the following:
(a) Rights Under PPSA, etc. Exercise against such Pledgor and any
or all of the Pledged Collateral of such Pledgor all of the rights and
remedies granted to secured parties under the PPSA and any other applicable
statute, or otherwise available to the Administrative Agent by contract, at
law or in equity.
(b) Dispose of Pledged Collateral. Realize on any or all of the
Pledged Collateral of such Pledgor and sell or otherwise dispose of and
deliver any or all of the Pledged Collateral of such Pledgor (or contract
to do any of the above), in one or more parcels at any public or private
sale, at any exchange, broker's board or office of the Administrative Agent
or elsewhere, on such terms and conditions as the Administrative Agent may
deem advisable and at such prices as it may deem best, for cash or on
credit or for future delivery.
(c) Court-Approved Disposition of Pledged Collateral. Obtain from
any court of competent jurisdiction an order for the sale or foreclosure of
any or all of the Pledged Collateral of such Pledgor.
(d) Purchase by Administrative Agent or Lenders. At any public
sale, and to the extent permitted by law on any private sale, bid for and
purchase, or permit any Lender to bid for or purchase, any or all of the
Pledged Collateral of such Pledgor offered for sale and, upon compliance
with the terms of such sale, hold, retain, sell or otherwise dispose of
such Pledged Collateral without any further accountability to such Pledgor
or any other person with respect to such holding, retention, sale or other
disposition, except as required by law. In any such sale to the
Administrative Agent or any Lender, the Administrative Agent or such Lender
may, for the purpose of making payment for all or any part of the Pledged
Collateral of any Pledgor so purchased, use any claim for Obligations of
such Pledgor then due and payable to such person as a credit against the
purchase price.
(e) Transfer of Pledged Collateral. Transfer of all or part of
the Pledged Collateral of such Pledgor into the name of the Administrative
Agent or its nominee,
<PAGE>
with or without disclosing that the Pledged Collateral of such Pledgor is
subject to the Charges created by this Agreement.
(f) Vote Pledged Collateral. Vote any or all of the Pledged
Collateral of such Pledgor (whether or not transferred o the Administrative
Agent or its nominee) and give or withhold all consents, waivers and
ratifications in respect thereof and otherwise act with respect thereto as
though it were the outright owner thereof.
(g) Appoint Receiver. Appoint by instrument in writing one or
more Receivers of any or all of the Pledged Collateral of such Pledgor with
such rights, powers and authority (including any or all of the rights,
powers and authority of the Administrative Agent under this Agreement) as
may be provided for in the instrument of appointment or any supplemental
instrument, and remove and replace any such Receiver from time to time. To
the extent permitted by applicable law, any Receiver appointed by the
Administrative Agent will (for purposes relating to responsibility for the
Receiver's acts or omissions) be considered to be the agent of such Pledgor
and not of the Administrative Agent or the Lenders.
(h) Court-Appointed Receiver. Obtain from any court of competent
jurisdiction an order for the appointment of a Receiver of any or all of
the Pledged Collateral of such Pledgor.
(i) Exercise Other Rights. Exercise any and all rights of
conversion, exchange, subscription or any other rights, privileges or
options pertaining to any of the Pledged Collateral of such Pledgor as if
it were the absolute owner thereof, including the right to exchange at its
discretion any and all of the Pledged Collateral of such Pledgor upon the
amalgamation, merger, consolidation, reorganization, recapitalization or
other readjustment of any Issuer or upon the exercise by any Issuer or the
Administrative Agent of any right, privilege or option pertaining to any of
the Pledged Collateral of such Pledgor, and in connection therewith, to
deposit and deliver any and all of the Pledged Collateral of such Pledgor
with any committee, depositary, transfer agent, registrar or other
designated agency upon such terms and conditions as it may determine, all
without liability except to account for property actually received by the
Administrative Agent.
9. Sale of Securities. The Administrative Agent is authorized, in
connection with any offer or sale of any Pledged Collateral of a Pledgor,
to comply with any limitation or restriction as it may be advised by
counsel is necessary to comply with applicable law, including compliance
with procedures that may restrict the number of prospective bidders and
purchasers, have certain qualifications, and restricting prospective
bidders and purchasers to persons who will represent and agree that they
are purchasing for their own account or investment and not with a view to
the distribution or resale of such Pledged Collateral of such Pledgor. Each
Pledgor further agrees that compliance with
<PAGE>
any such limitation or restriction will not result in a sale of the
commercially reasonable manner, and neither the Administrative Agent nor
any Lender will be liable or accountable to such Pledgor for any discount
allowed by reason of the fact that such Pledged Collateral of such Pledgor
is sold in compliance with any such limitation or restriction.
10. Application of Proceeds. All Proceeds of Pledged Collateral
of a Pledgor received by the Administrative Agent may be applied to
discharge or satisfy any expenses (including the Receiver's renumeration
and other expenses of enforcing the Administrative Agent's rights against
such Pledgor under this Agreement), Charges over the Pledged Collateral of
such Pledgor in favour of persons other than the Administrative Agent,
borrowings, taxes and other outgoings affecting the Pledged Collateral of
such Pledgor or which are considered advisable by the Administrative Agent.
The balance of such Proceeds may, at the sole discretion of the
Administrative Agent, be held as collateral security for the Obligations of
such Pledgor or be applied to such of the Obligations of such Pledgor
(whether or not the same are due and payable) in such manner and at such
times as the Administrative Agent considers appropriate and thereafter will
be accounted for as required by law.
11. Continuing Liability of Pledgors. Each of the Pledgors will
remain liable for any Obligations of such Pledgor that are outstanding
following realization of all or any part of the Pledged Collateral of such
Pledgor and the application of the Proceeds of such Pledged Collateral.
12. Appointment as Attorney-in-fact. Each of the Pledgors
constitutes and appoints the Administrative Agent and any officer or agent
of the Administrative Agent, with full power of substitution, as such
Pledgor's true and lawful attorney-in-fact with full power and authority in
the place of such Pledgor and in the name of such Pledgor or in its own
name, from time to time in the Administrative Agent's discretion (a) at any
time, to sign, deliver and register on behalf of and in the name of such
Pledgor all such financings statements, financing change statements,
notices, verification
<PAGE>
statements and other documents relating to the Pledged Collateral of such
Pledgor and this Agreement as the Administrative Agent or such other person
considers appropriate or desirable, and (b) after the occurrence and during
the continuance of a Default, to take any and all appropriate action and to
execute any and all documents and instruments as, in the opinion of such
attorney acting reasonably, may be necessary or desirable to accomplish the
proposes of this Agreement. These powers from each Pledgor are coupled with
an interest and are irrevocable until this Agreement is terminated and the
Charges created by this Agreement over the Pledged Collateral of such
Pledgor are released. Nothing in this Section affects the right of the
Administrative Agent as secured party, or any other person on behalf of the
Administrative Agent, to sign and file or deliver (as applicable) all such
financing statements, financing change statements, notices, verification
statements and other documents relating to the Pledged Collateral of any
Pledgor and this Agreement as the Administrative Agent or such other person
considers appropriate.
13. Performance by Administrative Agent of Pledgor's Obligations.
If any Pledgor fails to perform or comply with any of the obligations of
such Pledgor under this Agreement, the Administrative Agent may, but need
not, perform or otherwise cause the performance or compliance of such
obligation, provided that such performance or compliance will not
constitute a waiver, remedy or satisfaction of such failure. The expenses
of the Administrative Agent incurred in connection with any such
performance or compliance will be payable by such Pledgor to the
Administrative Agent immediately on demand, and until paid, any such
expenses will form part of the Obligations of such Pledgor and will be
secured by the Charges created by this Agreement over the Pledged
Collateral of such Pledgor.
14. Interest. If any amount payable by a Pledgor to the
Administrative Agent or any Lender under this Agreement is not paid when
due, such Pledgor will pay to the Administrative Agent or such Lender, as
the case may be, immediately on demand, interest on such amount from the
date due until paid, at a nominal rate per annum equal at all times to the
Prime Rate in effect from time to time plus 5% is such amount is payable in
Cdn. Dollars, or to the U.S. Base Rate in effect from time to time plus 5%
if such amount is payable in U.S. Dollars, which rate per annum will change
automatically without notice to such Pledgor as and when the Prime Rate or
the U.S. Base Rate, as the case may be, changes. All amounts payable by any
Pledgor to the Administrative Agent or any other Lender under this
Agreement, and all interest on all such amounts, will form part of the
Obligations of such Pledgor and will be secured by the Charges created by
this Agreement over the Pledged Collateral of such Pledgor.
15. Severability. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction or against any Pledgor
will, as to that jurisdiction and such Pledgor, be ineffective to the
extent of such prohibition or unenforceability and will be severed from the
balance of this Agreement, all without affecting the remaining provisions
of this Agreement or affecting the validity or enforceability of such
provision in any other jurisdiction or against any other Pledgor.
16. Rights of Administrative Agent, Etc. Neither the
Administrative Agent, nor any Lender, nor any Receiver or any agent of any
of the foregoing (including, in Alberta or British Columbia, any sheriff)
(i) will be liable to any Pledgor or any other person for any failure or
delay in exercising any of its rights under this Agreement (including any
failure to take possession of, sell or otherwise dispose of any Pledged
Collateral of such Pledgor, or to preserve rights against prior parties);
is required to take, or will have any liability for any failure to take or
delay in taking, any steps necessary or advisable to preserve rights
against other persons under any Pledged Collateral of any Pledgor in its
<PAGE>
possession; or (iii) will be liable for any, and each Pledgor will bear the
full risk of all, loss or damage to any and all of the Pledged Collateral
of such Pledgor (including any Pledged Collateral of such Pledgor in the
possession of any such person) caused for any reason other than the gross
negligence or wilful misconduct of such person.
17. Dealings by Administrative Agent. The Administrative Agent
will not be obliged to exhaust its recourse against any Pledgor or any
other person or against any other security it may hold in respect of the
Obligations of any Pledgor before realizing upon or otherwise dealing with
the Pledged Collateral of such Pledgor in such manner as the Administrative
Agent may consider desirable. The Administrative Agent and the Lenders may
grant extensions of time and other indulgences, take and give up security,
accept compositions, grant releases and discharges and otherwise deal with
each Pledgor and any other person, and with any or all of the Pledged
Collateral of each Pledgor, and with other security and sureties, as the
Administrative Agent and the Lenders may see fit, all without prejudice to
the Obligations of any Pledgor or to the rights and remedies of the
Administrative Agent under this Agreement. The powers conferred on the
Administrative Agent, under this Agreement are solely to protect the
interests of the Administrative Agent and the Lenders in the Pledged
Collateral of each of the Pledgors and will not impose any duty upon the
Administrative Agent to exercise any such powers.
18. Communication. All notices and other communications given
under or with respect to this Agreement will be in writing and may be sent
by facsimile, mailed or delivered to the Administrative Agent at Canadian
Imperial Bank of Commerce, Media & Telecommunications, Commerce Court West,
7th Floor, Toronto, Ontario, M5L 1A2, facsimile (416) 980-2804, attention
Managing Director, or to any Pledgor care of the Borrower at 10 Toronto
Street, Toronto, Ontario, M5C 2B7, facsimile (416) 364-2088, attention
General Counsel, or, as to any such person, at such other address or
facsimile number as may be designated by such person in a notice to the
others given as required hereby. Except as otherwise provided at this
Agreement, all such communications will be deemed to have been duly given
when (a) transmitted by facsimile or delivered if transmitted or delivered
prior to 4:00 p.m. (local time) on a Business Day and otherwise on the
Business Day following transmission or delivery, or (b) in the case of a
mailed notice, upon receipt, in each case given or addressed as aforesaid.
19. Release of Information. Each of the Pledgors authorizes the
Administrative Agent to provide a copy of this Agreement and such other
information as may be requested of the Administrative Agent by any Lender
and by any other persons entitled thereto pursuant to any applicable law or
court order, and otherwise with the consent of such Pledgor.
<PAGE>
20. Waivers and Indemnity. To the extent permitted by applicable
law, each of the Pledgors unconditionally and irrevocably waives (i) all
claims, damages and demands it may acquire against the Administrative Agent
or any Lender arising out of the exercise by the Administrative Agent or
any Receiver of any rights or remedies under this Agreement or at law, and
(ii) all of the rights, benefits and protections given by any present or
future statute that imposes limitations on the rights, powers or remedies
of a secured party or on the methods of, or procedures, for, realization of
security, including any "seize or sue" or "anti-deficiency" statute or any
similar provision of any other statute. The Administrative Agent and the
Lenders will not, by any act or delay, be deemed to have waived any right
or remedy hereunder or to have acquiesced in any Default or in any breach
of any of the terms and conditions hereof. Neither the taking of any
judgment nor the exercise of any power of seizure or sale will extinguish
the liability of any Pledgor to pay the Obligations of such Pledgor, nor
will the same operate as a merger of any covenant contained in this
Agreement or of any other liability, nor will the acceptance of any payment
or other security constitute or create any novation. Each of the Pledgors
severally (and not jointly or jointly and severally) agrees to indemnify
the Administrative Agent and the Lenders from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs expenses or disbursements of any kind or nature whatsoever
(except by reason of the gross negligence or wilful misconduct of such
person) which may be imposed on, incurred by, or asserted against the
Administrative Agent or any Lender and arising by reason of any action
(including any action referred to in this Agreement) or inaction or
omission to do any act legally required by such Pledgor. These
indemnifications will survive the satisfaction, release or extinguishment
of the Obligations of each Pledgor and the Charges created by this
Agreement.
21. Addition of Pledgors. Additional persons may from time to
time after the date of this Agreement become Pledgors under this Agreement
by executing and delivering to the Administrative Agent and supplemental
agreement (a "Supplemental") to this Agreement in substantially the form
attached as Schedule B to this Agreement. Effective from and after the date
of the execution and delivery by any person to the Administrative Agent of
a Supplement such person shall be, and shall be deemed for all purposes to
be, a Pledgor under this Agreement with the same force and effect, and
subject to the same agreements, representations, indemnities, liabilities,
obligations and Charges, as if such person had been an original signatory
to this Agreement as a Pledgor. The execution and delivery of a Supplement
by any additional person shall not require the consent of any Pledgor and
all of the Obligations of each Pledgor under this Agreement, and all
Charges granted by each Pledgor under the Agreement, shall remain in full
force and effect notwithstanding the addition of any new Pledgor to this
Agreement.
22. Amalgamation. If any Pledgor is a corporation, such Pledgor
acknowledges that if it amalgamates or merges with any other corporation or
corporations, then (i) the term
<PAGE>
"Pledgor", where used in this Agreement, will extend to and include the
continuing corporation from such amalgamation or merger, (ii) the term
"Obligations", where used in this Agreement in connection with such
Pledgor, will extend to and include the Obligations of each of the
amalgamating or merging corporations at the time for such amalgamation or
merger and the Obligations of the continuing corporation from such
amalgamation or merger arising thereafter, and (iii) the Pledged Collateral
of such Pledgor and the Charges created by this Agreement over the Pledged
Collateral of such Pledgor will extend to and include all of the Pledged
Collateral of each of the amalgamating or merging corporations at the time
of such amalgamation or merger and to any and all Pledged Collateral of the
continuing corporation from such amalgamation or merger thereafter owned or
acquired.
23. Release of Pledgor. Promptly following any release of any
Pledgor from all of its Obligations (including any such release effecting
by the operation of an express provision of the Guarantee providing for the
release of such Obligations in specified circumstances), the Administrative
Agent, without affecting in any manner whatsoever any of the Obligations of
any other Pledgor or any of the Charges created by this Agreement over the
Pledged Collateral of any other Pledgor, will release such Pledgor and the
Pledged Collateral of such Pledgor then subject to the Charges created by
this Agreement from this Agreement and from the Charges created by this
Agreement. Upon such release, and at the request and expense of such
Pledgor, the Administrative Agent shall execute and deliver such releases,
discharges, instruments and resolutions as such Pledgor may reasonably
request.
24. Additional Security. This Agreement is in addition to, and
not in substitution of, any and all other security documents previously or
concurrently delivered by any Pledgor to the Administrative Agent or to any
Lender, all of which other security documents shall remain in full force
and effect.
25. Several Agreement; Alteration or Waiver. No provision of this
Agreement may be changed, waived, discharged or terminated except with the
written consent of each Pledgor directly affected thereby and the written
consent of the Administrative Agent. This Agreement shall be construed as a
separate agreement with respect to each Pledgor and, subject to the first
sentence of this Section, may be amended, modified, supplemented, waived or
released with respect to any Pledgor, or any representations, agreements,
covenants, indemnities, liabilities, obligations or Pledged Collateral of,
or any Charge from, any Pledgor, without the approval of any other Pledgor
and without affecting the liabilities or obligations of any other Pledgor
under this Agreement. Any waiver will be effective only in the specific
instance, and only for the specific purpose, in respect of which the waiver
is given. No failure by the Administrative Agent or any Lender to exercise,
and no delay in exercising, any right under
<PAGE>
this Agreement will operate as a waiver of any right, nor will any single
or partial exercise of any right under this Agreement against any Pledgor
preclude any other or further exercise of such right against such Pledgor,
the exercise of such right against any other Pledgor or the exercise of any
other right against such Pledgor or against any other Pledgor.
26. Governing Law; Attornment. This Agreement is a contract made
under, and will for all purposes be governed by and interpreted and
enforced according to, the laws of the Province of Ontario (including the
laws of Canada applicable in such Province), excluding any conflict of laws
rule or principle that might refer these matters to the laws of another
jurisdiction, and without prejudice to or limitation of any other rights or
remedies available to the Administrative Agent and the Lenders under the
laws of any other jurisdiction. Each of the Pledgors irrevocably submits to
the jurisdiction of the courts of the Province of Ontario and to the
Supreme Court of Canada without prejudice to the right of the
Administrative Agent to commence an action against such Pledgor in any
other jurisdiction. Each of the Pledgors (other than the Borrower) agrees
that service of all writs, processes, statements, correspondence and
summonses in any suit, action or proceeding brought against such Pledgor
under or in respect of this Agreement in the Province of Ontario may be
made upon such Pledgor at such Pledgor's address for notices as provided
for in Section 18 of this Agreement, and each of the Pledgors irrevocably
appoints the Borrower as such Pledgor's true and lawful attorney-in-fact in
such Pledgor's name, place and stead to accept such service of any and all
writs, processes, statements, correspondence and summonses, and agrees that
the failure of the Borrower to give any notice thereof to such Pledgor
shall not impair or affect the validity of such service or of any judgment
based thereon. Each of the Pledgors further irrevocably consents to the
service of any writs, processes, statements, correspondence and summonses
in any suit, action or proceeding in such courts by the mailing thereof by
registered or certified mail, postage prepaid to such Pledgor at such
Pledgor's address for notice as provided for in Section 18 of this
Agreement. Nothing in this Section shall be deemed to in any way limit the
ability of the Administrative Agent or any Lender to serve any such writs,
processes, statements, correspondence or summonses in any other manner
permitted by applicable law or to obtain jurisdiction over any Pledgor in
such other jurisdictions, and in such manner, as may be permitted by
applicable law. Each of the Pledgors irrevocably waives any objection which
it may now or in the future have based on lack of personal jurisdiction
over such Pledgor or which it may have to the laying of venue of any such
suit, action or proceeding brought in the courts of the Province of Ontario
or the Supreme Court of Canada and further irrevocably waives any claim
that any such suit, action or proceeding brought in any such court has been
brought in an improper venue or in an inconvenient forum.
27. Waiver of Jury Trial. Because disputes arising in connection
with complex financial transactions are most quickly and economically
resolved by an experienced and expert person and the Pledgors, the
Administrative Agent and the Lenders wish applicable laws to apply (rather
than arbitration rules), the parties desire that their
<PAGE>
disputes be resolved by a judge applying such applicable laws. Therefore,
to achieve the best combination of the benefits of the judicial system and
of arbitration, the Pledgors, the Administrative Agent and the Lenders
waive all right to trial by jury in any action, suit, or proceeding brought
to resolve any dispute, whether in contract, tort, or otherwise, between
any Pledgor and the Administrative Agent and the Lenders arising out of,
connected with, related to, or incidental to the relationship established
between them in connection with this Agreement.
28. Delivery and Completeness of Agreement. Upon this Agreement
(or a Supplement as provided for in Section 21 hereof), bearing the
signature of a person claiming to have authority to bind a Pledgor, coming
into the possession of the Administrative Agent, and irrespective of
whether this Agreement (or any such Supplement) has been executed by any
other Pledgor, this Agreement (and such Supplement) will be deemed to be
finally and irrevocably executed and delivered by, and be effective and
binding on, and enforceable against, such Pledgor free from any promise or
condition affecting or limiting the liabilities or obligations of such
Pledgor under or in respect of this Agreement. No statement,
representation, agreement or promise by any officer, employee or agent of
the Administrative Agent or any Lender, unless expressly set forth in this
Agreement, forms any part of this Agreement or has induced the making of
this Agreement by any Pledgor or in any way affects any of the liabilities
or obligations of any Pledgor under this Agreement. This Agreement
constitutes the entire agreement between the Administrative Agent and the
Lenders and each of the Pledgors with respect to the subject matter of this
Agreement and cancels and supersedes any prior understandings and
agreements between the Administrative Agent and the Lenders and each such
Pledgor with respect to this Agreement (without affecting any other
security previously delivered by any Pledgor to the Administrative Agent
and the Lenders).
29. Interpretation. Unless otherwise expressly provided in this
Agreement, if any matter in this Agreement is subject to the consent or
approval of the Administration Agent or is to be acceptable to the
Administrative Agent, such consent, approval or determination of
acceptability will be in the sole discretion of the Administrative Agent.
If any provision in this Agreement refers to any action taken or to be
taken by any Pledgor, or which such Pledgor is prohibited from taking, such
provision will be interpreted to include any and all means, direct or
indirect, of taking, or not taking, such action.
30. Successors and Assigns. This Agreement will enure to the
benefit of, and be binding on, each of the Pledgors and their successors,
and will enure to the benefit of, and be binding on, the Administrative
Agent and the other Administrative Agent and the Lenders and their
respective successors and assigns. No Pledgor may assign this Agreement, or
any of its rights or obligations under this Agreement, without the prior
written consent of the Administrative Agent.
<PAGE>
31. Acknowledgment of Receipt/Waiver. Each of the Pledgors
acknowledges receipt of an executed copy of this Agreement and, to the
extent permitted by applicable law, waives the right to receive a copy of
any financing statement, financing change statement or verification
statement registered or issued in connection with this Agreement.
32. Counterparts and Facsimile. This Agreement may be executed in
counterparts. Each executed counterpart shall be deemed to be an original
and all counterparts taken together shall constitute one and the same
Agreement. Delivery of an executed signature page to this Agreement by any
Pledgor by facsimile transmission shall be as effective as delivery of a
manually executed copy of this Agreement by such Pledgor.
33. Language. The parties to this Agreement expressly request and
require that this Agreement, all other Credit Documents, and all related
documents be drafted in English. Les parties aux presentes conviennent et
exigent que cette Convention et tous les documents qui s'y rattachent
soient rediges en Anglais.
IN WITNESS OF WHICH each of the undersigned has executed this Agreement as
of the date shown on the first page of this Agreement.
CANADIAN IMPERIAL BANK OF
COMMERCE, as Administrative Agent
by: /s/ Steve Sloan
---------------------------
name: Steve Sloan
title: Managing Director
by: /s/ Cindy Greenough
---------------------------
name: Cindy Greenough
title: Executive Director
HOLLINGER INC.
by: /s/ John Arthur Boultbee
---------------------------
name: John Arthur Boultbee
title: Executive Vice-President and
Chief Financial Officer
<PAGE>
504468 N.B. INC.
by: /s/ John Arthur Boultbee
---------------------------
name: John Arthur Boultbee
title: President
<PAGE>
SCHEDULE A
PLEDGED SECURITIES
Pledgor Class No. of Shares Certificate No.
Hollinger Inc. A common 3,000,000 A0299
610,754 A0300
4,050,000 A0359
504468 N.B. Inc. B common 12,990,000 B0005
<PAGE>
SCHEDULE B
SUPPLEMENT TO MASTER SECURITIES PLEDGE AGREEMENT
This is a Supplement made as of ___________ to the securities pledge
agreement made as of June 4, 1998 by certain persons to Canadian Imperial
Bank of Commerce, as Administrative Agent (the "Pledge Agreement"). The
provisions of the Pledge Agreement shall apply, mutatis mutandis, to this
Supplement. Capitalized terms used but not otherwise defined in this
Supplement have the meanings specified in the Pledge Agreement.
For valuable consideration, each of the undersigned (each a "New Pledgor")
severally (and not jointly, or jointly and severally) agrees with the
Administrative Agent, for the benefit of the Administrative Agent and the
Lenders, as follows:
1. Each New Pledgor acknowledges that it has received and
reviewed a copy of the Pledge Agreement and the Credit Documents in
existence on the date of this Supplement, and confirms that it is executing
and delivering this Supplement to the Administrative Agent, for the benefit
of the Administrative Agent and the Lenders, pursuant to Section 21 of the
Pledge Agreement.
2. Effective from and after the date this Supplement is executed
and delivered to the Administrative Agent by any New Pledgor (and
irrespective of whether this Supplement has been executed and delivered by
any other person), such New Pledgor is, and shall be deemed for all
purposes to be, a Pledgor under the Pledge Agreement with the same force
and effect, and subject to the same agreements, representations,
guarantees, indemnities, liabilities and obligations, as if such New
Pledgor was, effective as of the date of this Supplement, an original
signatory to the Pledge Agreement as a Pledgor. In furtherance of the
foregoing, each New Pledgor severally (and not jointly, or jointly and
severally) as security for the payment and performance of the Obligations
of such New Pledgor (including any Obligations that would become due but
for any automatic stay under the provisions of the Bankruptcy and
Insolvency Act (Canada), the United States Bankruptcy Code or any analogous
provisions of any other applicable law in Canada, the United States of
America or any other jurisdiction) hereby assigns and pledges to the
Administrative Agent, for the benefit of the Administrative Agent and the
Lenders, and grants to the Administrative Agent, for the benefit of the
Administrative Agent and the Lenders, a continuing security interest in,
the Pledged Collateral of such New Pledgor.
3. Upon this Supplement bearing the signature of any person
claiming to have authority to bind a New Pledgor coming into the hands of
the Administrative Agent, and irrespective of whether this Supplement or
the Pledge Agreement has been executed by any other person, this Supplement
will be deemed to be finally and irrevocably executed and delivered by, and
be effective and binding on, and enforceable against, such New Pledgor free
from any promise or condition affecting or limiting the obligations of
<PAGE>
such New Pledgor and such New Pledgor shall be, and shall be deemed for all
purposes to be, a Pledgor under the Pledge Agreement. No statement,
representation, agreement or promise by any officer, employee or agent of
the Administrative Agent or any Lender forms any part of this Supplement or
the Pledge Agreement or has induced the making of this Supplement or the
Pledge Agreement by any New Pledgor or in any way affects any of the
Obligations of any New Pledgor.
IN WITNESS OF WHICH this Supplement has been duly executed and delivered by
each New Pledgor as of the date indicated on the first page of this
Supplement.
[signatures of one or more New Pledgors]
EXHIBIT 17
August 10, 1998
Canadian Imperial Bank of Commerce
Media & Telecommunications Group
161 Bay Street, 8th Floor
BCE Place
Toronto, Ontario
M5J 2S8
Dear Sirs:
Registration Rights Undertaking
Pursuant to the terms of the credit agreement made as of August
10, 1998 among Hollinger Inc. (the "Borrower"), as borrower, and Canadian
Imperial Bank of Commerce ("CIBC"), as lender (the "Credit Agreement"), the
Borrower and 504468 N.B. Inc. ("N.B. Inc.") pledged certain shares of the
Class A Common Stock and Class B Common Stock of Hollinger International
Inc. ("HII") to CIBC as a continuing security for the present and future
obligations of the Borrower to the Lender under the Credit documents (as
defined in the Credit Agreement).
A registration statement (including a prospectus) on Form S-3
(No. 333- 04697) was filed under the Securities Act of 1933, as amended
(the "Securities Act") with the Securities and Exchange Commission on May
29, 1996 and amended by Amendment No. 1 thereto filed on November 29, 1996
(the "Registration Statement") that relates to an aggregate of 48,600,754
shares (the "Shares") of Class A Common Stock of HII. The Registration
Statement was declared effective by the Securities and Exchange Commission
on December 9, 1996. The Shares comprise the 33,610,754 outstanding Shares
(the "Outstanding Shares") and the 14,990,000 Shares into which all of the
outstanding shares of Class B Common Stock of HII may be converted in
certain circumstances (the "Conversion Shares").
No offers or sales of the Shares may be made by CIBC pursuant to
the Registration Statement, and prospectus included therein, unless
appropriate post-effective amendments or supplements are made to reflect
facts or events arising after the effective date of the Registration
Statement (or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement and to include any
material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material change
to such information in the Registration
<PAGE>
Statement. HII may require CIBC to furnish HII such information regarding
itself and the distribution of the Shares as HII may from time to time
reasonably request in writing.
This is to confirm our undertaking and agreement that if (i) the
Borrower or N.B. Inc. is in default of its obligations under the Credit
Documents and (ii) CIBC has or intends to exercise its rights under the
Credit Documents, upon written request from CIBC, the undersigned (HII, the
Borrower and N.B. Inc.) shall expeditiously (subject to compliance by CIBC
with the provisions of the prior paragraph) take all further steps
necessary, including filing the necessary amendments or supplements to the
Registration Statement and the prospectus included therein, to permit the
sale of such Shares as are pledged under the Credit Documents from time to
time pursuant to the prospectus included in the Registration Statement, as
amended.
CIBC agrees that, upon receipt of any notice from HII of the
happening of any event as a result of which the prospectus included in the
Registration Statement, as then in effect, includes an untrue statement of
a material fact or omits to state any material fact required to be stated
therein or necessary to make the statements therein not misleading, in
light of the circumstances under which they were made, the Lenders will
forthwith discontinue their disposition of Shares pursuant to the
Registration Statement until they receive the copies of the amended or
supplemented Registration Statement (or prospectus included therein)
contemplated by the preceding sentence of this letter agreement (which the
undersigned shall file as contemplated by the preceding sentence of this
Agreement).
The Borrower and HII will pay all reasonable expenses incurred by
the Lenders in connection with the sale of the Shares, including
underwriting discounts or commission and reasonable fees and disbursements
of counsel to CIBC.
This Agreement shall be construed and interpreted in accordance
with the laws of the Province of Ontario.
This Agreement may be executed in any number of counterparts and
all of such counterparts taken together shall be deemed to constitute one
and the same instrument and shall become effective on the date when each of
the parties hereto shall have signed a copy hereof (whether the same or
different copies) and shall have delivered the same to CIBC.
<PAGE>
This Agreement shall be binding upon and enure to the benefit of the
parties hereto and their respective successors and permitted assigns.
HOLLINGER INC.
By: /s/ Peter Y. Atkinson
---------------------------------------
Name: Peter Y. Atkinson
Title: Vice President and General Counsel
HOLLINGER INTERNATIONAL INC.
By: /s/ Peter Y. Atkinson
----------------------------------------
Name: Peter Y. Atkinson
Title: Vice President
504468 N.B. INC.
By: /s/ Peter Y. Atkinson
----------------------------------------
Name: Peter Y. Atkinson
Title: Vice President and General Counsel
Acknowledged and agreed:
CANADIAN IMPERIAL BANK OF COMMERCE
By: /s/ Steve Sloan
---------------------------------
Name: Steve Sloan
Title: Managing Director
By: /s/ Cindy Greenough
---------------------------------
Name: Cindy Greenough
Title: Executive Director
EXHIBIT 18
As of June 4, 1998
Canadian Imperial Bank of Commerce, as Administrative Agent
Media & Telecommunications Group
Commerce Court West, 7th Floor
Toronto, Ontario
M5H 3T7
Dear Sirs:
Registration Rights Undertaking
Pursuant to the terms of the Credit Agreement made as of June 4,
1998 among Hollinger Inc. (the "Borrower") and each financial institution
which is a signatory thereto (each a "Lender", and collectively the
"Lenders", which term shall also include every other financial institution
which may from time to time become a party thereto), Canadian Imperial Bank
of Commerce as Arranger and Administrative Agent for the Lenders, The Bank
of Nova Scotia, as Syndication Agent and The Toronto-Dominion Bank, as
Documentation Agent, the Borrower and 504468 N.B. Inc. ("N.B. Inc.")
pledged shares of Class A Common Stock of Hollinger International Inc.
("HII") and shares of Class B Common Stock of HII to the Administrative
Agent, for its own benefit and for the benefit of the Lenders, as a
continuing security for the present and future obligations of the Borrower
to the Administrative Agent and the Lenders under the Credit Documents (as
defined in the Credit Agreement).
A registration statement (including a prospectus) on Form S-3
(No. 333- 04697) was filed under the Securities Act of 1933, as amended
(the "Securities Act") with the Securities and Exchange Commission on May
29, 1996 and amended by Amendment No. 1 thereto filed on November 29, 1996
(the "Registration Statement") that relates to an aggregate of 48,600,754
shares (the "Shares") of Class A Common Stock of HII. The Registration
Statement was declared effective by the Securities and Exchange Commission
on December 9, 1996. The Shares comprise the 33,610,754 outstanding Shares
(the "Outstanding Shares") and 14,990,000 Shares (the "Conversion Shares"),
into which all of the outstanding shares of Class B Common Stock of HII may
be converted in certain circumstances.
No offers or sales of the Shares may be made by the
Administrative Agent pursuant to the Registration Statement, and prospectus
included therein, unless appropriate post-effective amendments or
supplements are made to reflect facts or events arising after the effective
date of the Registration Statement (or the most recent post-
<PAGE>
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement and to include any material information with respect
to the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement. HII may require the Administrative Agent to furnish HII such
information regarding each Lender and the distribution of the Shares as HII
may from time to time reasonably request in writing.
This is to confirm our undertaking and agreement that if (i) the
Borrower or N.B. Inc. is in default of its obligations under the Credit
Documents and (ii) the Administrative Agent has or intends to exercise its
rights under the Credit Documents, upon written request from the
Administrative Agent, the undersigned (HII, the Borrower and N.B. Inc.)
shall expeditiously (subject to compliance by the Administrative Agent with
the provisions of the prior paragraph) take all further steps necessary,
including filing the necessary amendments or supplements to the
Registration Statement and the prospectus included therein, to permit the
sale of such Shares as are pledged under the Credit Documents from time to
time pursuant to the prospectus included in the Registration Statement, as
amended.
The Administrative Agent agrees that, upon receipt of any notice
from HII of the happening of any event as a result of which the prospectus
included in the Registration Statement, as then in effect, includes an
untrue statement of a material fact or omits to state any material fact
required to be stated therein or necessary to make the statements therein
not misleading, in the light of the circumstances under which they were
made, the Lenders will forthwith discontinue their disposition of Shares
pursuant to the Registration Statement until they receive the copies of the
amended or supplemented Registration Statement (or prospectus included
therein) contemplated by the preceding sentence of this letter agreement
(which the undersigned shall file as contemplated by the preceding sentence
of this Agreement).
The Borrower and HII will pay all reasonable expenses incurred by
the Lenders in connection with the sale of the Shares, including
underwriting discounts or commission and reasonable fees and disbursements
of counsel to the Lenders.
This Agreement shall be construed and interpreted in accordance
with the laws of the Province of Ontario.
This Agreement may be executed in any number of counterparts and
all of such counterparts taken together shall be deemed to constitute one
and the same instrument and shall become effective on the date when each of
the parties hereto shall have signed a copy hereof (whether the same or
different copies) and shall have delivered the same to the Administrative
Agent.
<PAGE>
This Agreement shall be binding upon and enure to the benefit of
the parties hereto and their respective successors and permitted assigns.
Yours very truly,
Hollinger Inc.
By: /s/ John Arthur Boultbee
-------------------------------
Name: John Arthur Boultbee
Title: Executive Vice President and
Chief Financial Officer
Hollinger International Inc.
By: /s/ John Arthur Boultbee
--------------------------------
Name: John Arthur Boultbee
Title: Executive Vice President and
Chief Financial Officer
504468 N.B. Inc.
By: /s/ John Arthur Boultbee
---------------------------------
Name: John Arthur Boultbee
Title: President
Acknowledged and agreed to this 4th day of June, 1998.
Canadian Imperial Bank of Commerce
By: /s/ Steve Sloan
------------------------
Name: Steve Sloan
Title: Managing Director
as Administrative Agent
