EXECUTION VERSION
-----------------
AMENDMENT NO. 2
TO THE TENDER AND SHAREHOLDER SUPPORT
AND ACQUISITION AGREEMENT
Amendment No. 2, dated February 20, 2004 (this "Amendment"),
to the Tender and Shareholder Support and Acquisition Agreement, dated January
18, 2004, by and among Press Holdings International Limited ("Acquiror"), a
corporation organized under the laws of Jersey, The Ravelston Corporation
Limited ("Shareholder"), a corporation incorporated under the laws of the
Province of Ontario, and The ▇▇▇▇ ▇▇▇▇▇ of Crossharbour, PC(Can), OC, KCSG
("KS"), a citizen of the United Kingdom of Great Britain and Northern Ireland,
as amended by Amendment No. 1, dated February 9, 2004 (the "Agreement").
Capitalized terms not otherwise defined herein have the respective meanings
set forth in the Agreement.
W I T N E S S E T H:
WHEREAS, pursuant to Section 22 of the Agreement, Acquiror,
Shareholder and KS desire to amend the Agreement and the Schedules thereto as
set forth below.
NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, and intending to be
legally bound hereby, the parties hereby agree as follows:
1. Amendment to Section 5.G of the Agreement. Section 5.G of the
Agreement is hereby amended by (i) replacing the phrase "Except as otherwise
provided in Schedule 5.G(ii) and section 7.G, as" from the third sentence of
such section with the phrase "As," and (ii) by adding the phrase "and except
for the agreements set forth on Schedule 5.G(ii)," before the phrase "on terms
satisfactory to the Acquiror . . . ."
2. Amendment to Section 5.I of the Agreement. Section 5.I of the
Agreement is hereby amended by deleting the phrase "or on Schedule 7.G" from
the last sentence of such section.
3. Deletion of Sections 7.A and 7.G of the Agreement. Section 7.A and
Section 7.G of the Agreement are hereby deleted in their entirety and, for
greater certainty, any obligations of the parties to the Agreement under such
sections shall be null and void ab initio.
4. Amendment to Section 11.D of the Agreement. Section 11.D of the
Agreement is hereby amended by (i) replacing the phrase "7.A-7.C" in the first
sentence of such section with the phrase "7.B, 7.C," and (ii) by deleting the
phrase "7.G" from the first sentence of such section.
5. Amendment to Section 24 of the Agreement. Section 24 of the
Agreement is hereby amended by deleting the phrase "Schedule 7.G - Support
Agreements" from the list of Schedules in such section.
6. Amendment to Schedule A of the Agreement. Schedule A of the
Agreement is hereby amended by deleting the definitions of "Support Agreement"
and "Support Payment" from such Schedule.
7. Amendment to, and Restatement of, Schedule 5.G(ii) of the
Agreement. Schedule 5.G(ii) of the Agreement is hereby amended and restated in
its entirety to read as set forth on Annex A hereto.
8. Amendment to, and Restatement of, Schedule 5.I of the Agreement.
Schedule 5.I of the Agreement is hereby amended and restated in its entirety
to read as set forth on Annex B hereto.
9. Deletion of Schedule 7.G of the Agreement. Schedule 7.G of the
Agreement is hereby deleted in its entirety.
10. Miscellaneous.
(a) Effect on Agreement. The Agreement shall continue
in full force and effect as amended by this
Amendment and this Amendment (including Annex A
hereto) constitutes the entire agreement of the
parties with respect to the matters set forth
herein and therein and there are no other
agreements, commitments or understandings among the
parties with respect to the matters set forth
herein and therein. In the event of any conflict or
inconsistency between the provisions of this
Amendment and the provisions of the Agreement, the
provisions of this Amendment shall govern and
control. Each and every other term, condition,
covenant, representation, warranty and provision
set forth in the Agreement shall remain in full
force and effect in accordance with the terms of
the Agreement. From and after the date hereof, all
references in the Agreement to the "Agreement"
shall be deemed to mean the Agreement and the
Schedules as amended by this Amendment.
(b) Counterparts. This Amendment may be signed in any
number of counterparts (by facsimile or otherwise),
each of which shall be deemed to be original and
all of which, when taken together, shall be deemed
to constitute one and the same instrument. It shall
not be necessary in making proof of this Amendment
to produce more than one counterpart.
(c) Interpretation. The headings contained in this
Amendment are for reference purposes only and shall
not affect in any way the meaning or interpretation
of this Amendment.
(d) Governing Law. This Amendment shall be governed by,
and construed in accordance with, the laws of the
Province of Ontario and the federal laws of Canada
applicable therein (excluding any conflict of laws
rule or
principle that might refer to the laws of
another jurisdiction). Each party irrevocably
submits to the non-exclusive jurisdiction of the
courts of the Province of Ontario with respect to
any matter arising under this Amendment or related
to this Amendment.
(e) Amendment. This Amendment may be amended only in a
writing signed by the parties.
(f) Severability. Whenever possible, each provision or
portion of any provision of this Amendment shall be
interpreted in such a manner as to be effective and
valid under applicable Law but if any provision or
portion of any provision of this Amendment is held
to be invalid, illegal or unenforceable in any
respect under any applicable Law such invalidity,
illegality or unenforceability shall not affect any
other provision or portion of any provision and
this Amendment shall be reformed, construed and
enforced as if such invalid, illegal or
unenforceable provision or portion of any provision
had never been contained herein.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties have signed this Amendment
as of the date first set out above.
Press Holdings International Limited
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇, as Attorney-in-fact
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
----------------------------------- ----------------------------------------
Witness THE ▇▇▇▇ ▇▇▇▇▇ OF CROSSHARBOUR,
PC(CAN), OC, KCSG
THE RAVELSTON CORPORATION LIMITED
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Executive Vice President