AMENDMENT NO. 3 TO RIGHTS AGREEMENT
AMENDMENT NO. 3, dated as of March 25, 2008, to the Rights Agreement dated
as of January 25, 2004, as amended as of May 10, 2005 and as of July 23, 2007
(the "RIGHTS AGREEMENT"), between Sun-Times Media Group, Inc. (f/k/a Xxxxxxxxx
International Inc.), a Delaware corporation (the "COMPANY"), and Mellon
Investor Services LLC, a New Jersey limited liability company, as Rights Agent
(the "RIGHTS AGENT") (the capitalized terms have the respective meanings
assigned to them in the Rights Agreement).
WHEREAS, the Company and the Rights Agent entered into the original Rights
Agreement, specifying the terms of the Rights (as defined therein) in January
2004, the Company adopted Amendment No. 1 as of May 10, 2005 and the Company
adopted Amendment No. 2 as of July 23, 2007;
WHEREAS, the Company desires to further amend the Rights Agreement to
amend certain definitions;
WHEREAS, the amendment of the Rights Agreement set forth in this Amendment
No. 3 has been approved by the Board in accordance with the Rights Agreement;
and
WHEREAS, the amendment of the Rights Agreement set forth in this Amendment
No. 3 does not affect the rights, duties or obligations of the Rights Agent and
therefore does not require the approval of the Rights Agent.
NOW, THEREFORE, the Rights Agreement is hereby amended as follows:
1. Section 1(a) of the Rights Agreement is amended by deleting the
definition of the term "Grandfathered Common Shares" set forth in the
definition of "Acquiring Person" therein in its entirety and substituting
therefore a new definition of the term "Grandfathered Common Shares" reading as
follows:
"GRANDFATHERED COMMON SHARES" means, with respect to any Exempt
Stockholder, any Common Shares that such Exempt Shareholder
beneficially owned as of July 23, 2007, any Common Shares into which
any such Common Shares are converted following July 23, 2007 in
accordance with the Company's certificate of incorporation as amended
and any other Common Shares received from the Company by such Exempt
Shareholder (i) as compensation for employment services on or after
July 23, 2007 or (ii) under the Term Sheet (as defined below)."
2. Section 1(j) of the Rights Agreement is amended by adding the
following at the end of clause (z) immediately after the reference to "April
20, 2005" in the definition of "Exempt Stockholder" set forth therein:
2
"plus any Class A Common Shares issued by the Company pursuant to
the Term Sheet (as defined below);"
3. Section 1(j) of the Rights Agreement is amended by adding the
following at the end of definition of the term "Exempt Stockholder" set forth
therein:
"For the avoidance of doubt, none of (1) the execution and delivery
of the Term Sheet by the parties thereto, (2) the implementation of
the plans described therein (including the conversion of shares of
Class B Common Stock into shares of Class A Common Stock and the
issuance of additional shares of Class A Common Stock in accordance
with the Term Sheet) shall cause an Exempt Stockholder to fail to
qualify as an Exempt Stockholder. For purposes hereof, the "Term
Sheet" means that certain CCAA Plan Term Sheet dated as of March 25,
2008 among Xxxxxxxxx Inc, Sugra LTD, 4322525 Canada Inc. and the
Company."
4. The term "Agreement" as used in the Rights Agreement shall be deemed
to refer to the Rights Agreement as amended hereby. All references in the
Rights Agreement to the "date hereof" and the "date of this Agreement" shall
continue to refer to January 25, 2004 and all references in the Rights
Agreement to "hereafter" shall continue to mean after January 25, 2004.
5. This Amendment shall be effective as of the date first written above
and, except as set forth above, the Rights Agreement shall remain in full force
and effect and shall otherwise be unaffected hereby.
IN WITNESS WHEREOF, the Company has caused this Amendment No. 3 to be
duly executed as of the date first written above.
SUN-TIMES MEDIA GROUP, INC.
By /s/ Xxxxx X. XxXxxxxxx
---------------------------------------
Name: Xxxxx X. XxXxxxxxx
Title: Vice President, General Counsel
& Secretary
Acknowledged as of the date first set forth above:
MELLON INVESTOR SERVICES LLC,
As Rights Agent
By /s/ Xxxxx Xxxxx
----------------------------
Name: Xxxxx Xxxxx
Title: Relationship Manager
