EXHIBIT 18
As of June 4, 1998
Canadian Imperial Bank of Commerce, as Administrative Agent
Media & Telecommunications Group
Xxxxxxxx Xxxxx Xxxx, 0xx Xxxxx
Xxxxxxx, Xxxxxxx
X0X 0X0
Dear Sirs:
Registration Rights Undertaking
Pursuant to the terms of the Credit Agreement made as of June 4,
1998 among Xxxxxxxxx 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 000000 N.B. Inc. ("N.B. Inc.")
pledged shares of Class A Common Stock of Xxxxxxxxx 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-
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.
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,
Xxxxxxxxx Inc.
By: /s/ Xxxx Xxxxxx Xxxxxxxx
-------------------------------
Name: Xxxx Xxxxxx Xxxxxxxx
Title: Executive Vice President and
Chief Financial Officer
Xxxxxxxxx International Inc.
By: /s/ Xxxx Xxxxxx Xxxxxxxx
--------------------------------
Name: Xxxx Xxxxxx Xxxxxxxx
Title: Executive Vice President and
Chief Financial Officer
504468 N.B. Inc.
By: /s/ Xxxx Xxxxxx Xxxxxxxx
---------------------------------
Name: Xxxx Xxxxxx Xxxxxxxx
Title: President
Acknowledged and agreed to this 4th day of June, 1998.
Canadian Imperial Bank of Commerce
By: /s/ Xxxxx Xxxxx
------------------------
Name: Xxxxx Xxxxx
Title: Managing Director
as Administrative Agent
