Exhibit 10.18
AMENDING AGREEMENT
THIS AMENDING AGREEMENT made as of December 14, 2001.
BETWEEN:
MDC CORPORATION INC.
("MDC")
-and-
REGAL GREETINGS & GIFTS CORPORATION
("REGAL")
- and -
MCGUGGAN LLC
("MCGUGGAN")
WHEREAS
A. MDC, Regal, and McGuggan are party to a Restated Asset and Share
Purchase Agreement (the "AGREEMENT") dated as of December 4, 2001; and
B. MDC, Regal and McGuggan have agreed to amend the Agreement as provided
herein;
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the
premises and the mutual covenants and Agreements herein contained the parties
hereto agree as follows:
1. INTERPRETATION
Unless otherwise defined in this Agreement, all capitalized terms shall
have the meaning ascribed thereto in the Agreement.
2. AMENDMENTS
(a) Schedule 5.21 is hereby amended by adding thereto the items on
Schedule "A" hereto.
(b) Schedule 1.1(3) is hereby amended by deleting such Schedule
and substituting therefore Schedule "B" hereto.
(c) (i) the definition of "Effective Time" contained in
section 1.1 is hereby amended to read "the opening of
business on the Closing Date";
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(ii) section 2.1(e) is hereby amended to delete such
subsection and to replace it with the following:
"(e) All of the cash and cash equivalents held by
virtue of the Purchased Business as of the
Effective Time (the Buyer acknowledging that
such does not include any of the $5 million of
cash remitted by the Purchased Business to the
Vendor since October 15, 2001).";
(iii) section 2.2(a) is hereby deleted;
(iv) section 3.1(a)(i) is hereby amended to replace
"Thirty Nine Million ($39,000,000) Dollars" with
"Thirty Four Million ($34,000,000) Dollars"; and
(v) section 3.1(f) is hereby amended to replace "Thirty
Two Million, Nine Hundred Thousand ($32,900,000)
Dollars" with "Twenty Seven Million, Nine Hundred
Thousand ($27,900,000) Dollars".
3. CONFIRMATION
Each of the parties acknowledges and confirms the terms of the
Agreement as amended by this Agreement (the "AMENDING AGREEMENT") and agrees to
be bound by the terms of the Amended Agreement.
4. ENUREMENT
This Agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective heirs, executors, administrators,
successors, assigns and legal representatives, as the case may be.
5. COUNTERPARTS
This Agreement may be executed in several counterparts, each of which
when so executed shall be deemed to be an original and all such counterparts
together shall be deemed to be one and the same instrument, which shall be
deemed to be executed as of the date first written above.
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IN WITNESS WHEREOF the parties hereto have duly executed this Agreement
as of the date first above written.
DATED the _____ day of December, 2001.
MDC CORPORATION INC. REGAL GREETINGS & GIFTS CORPORATION
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name:
Executive Vice-President, Title:
Corporate Development
MCGUGGAN LLC
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Name:
Title:
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