Exhibit 10.2.5
THIS FOURTH AMENDMENT AGREEMENT is made as of the 15th day of August, 2003.
BETWEEN:
MAXXCOM INC.
a corporation incorporated under the
laws of the Province of Ontario
("Maxxcom")
- and -
MAXXCOM INC.
a corporation incorporated under the
laws of the State of Delaware
("Maxxcom US")
AS BORROWERS
- AND -
MAXXCOM (NOVA SCOTIA) CORP.
MAXXCOM (USA) FINANCE COMPANY
MAXXCOM (USA) HOLDINGS INC.
1220777 ONTARIO LIMITED
1385544 ONTARIO LIMITED
MAXXCOM INTERACTIVE INC.
MACKENZIE MARKETING, INC.
MF+P ACQUISITION CO.
SMI ACQUISITION CO.
ACCENT ACQUISITION CO.
FMA ACQUISITION CO.
TC ACQUISITION INC.
XXXXXXXX DIRECT, INC.
BRATSKEIR & COMPANY, INC.
CPB ACQUISITION INC.
CORMARK COMMUNICATIONS INC.
XXXXXXXX & PARTNERS COMMUNICATIONS LTD.
XXXXXXX XXXX XXXXXX XXXXXXX INC.
STUDIOTYPE INC.
2026646 ONTARIO LIMITED
OVAL (1873) LIMITED
INTERFOCUS NETWORK LIMITED
INTERFOCUS TECHNOLOGY GROUP LIMITED
INTERFOCUS TECHNOLOGY USA, INC.
AS GUARANTORS
-AND-
INTERFOCUS DIRECT LIMITED
INTERFOCUS TECHNOLOGY LIMITED
AS RESTRICTED PARTIES
-AND-
THE BANK OF NOVA SCOTIA
a bank to which the Bank Act (Canada) applies,
in its capacity as administrative agent hereunder
AS ADMINISTRATIVE AGENT
-AND-
THE BANK OF NOVA SCOTIA
a bank to which the Bank Act (Canada) applies,
in its capacity as a lender hereunder
- and -
CANADIAN IMPERIAL BANK OF COMMERCE
a bank to which the Bank Act (Canada) applies,
in its capacity as a lender hereunder
- and -
BANK OF MONTREAL
a bank to which the Bank Act (Canada) applies,
in its capacity as a lender hereunder
- and -
THE TORONTO-DOMINION BANK
a bank to which the Bank Act (Canada) applies,
in its capacity as a lender hereunder
- and -
ROYAL BANK OF CANADA
a bank to which the Bank Act (Canada) applies,
in its capacity as a lender hereunder
- and -
THE BANK OF NOVA SCOTIA
by its Atlanta Agency,
in its capacity as a lender hereunder
- and -
CIBC INC.
a financial institution incorporated under the laws of the State of Delaware,
in its capacity as a lender hereunder
- and -
BANK OF MONTREAL
by its Chicago branch,
in its capacity as a lender hereunder
- and -
TORONTO DOMINION (TEXAS), INC.
a corporation incorporated under the laws of Delaware,
in its capacity as a lender hereunder
- and -
ROYAL BANK OF CANADA
by its Grand Cayman (North America No. 1) Branch,
in its capacity as a lender hereunder
AS LENDERS
RECITALS:
A. The Borrowers, certain of the Guarantors, the Agent and the Lenders
are parties to a Second Amended and Restated Credit Agreement dated
as of 11 July 2001, as amended by a first amendment agreement made as
of 31 March 2002, a second amendment agreement made as of 30 June
2002 and as further amended by a third amendment agreement made as of
28 October 2002 (the "Credit Agreement").
B. Effective 31 July 2003, Maxxcom completed a going-private transaction
such that, after such date, none of its issued and outstanding shares
are owned by the public.
C. Effective 10 February 2003, each of ET Acquisition Inc. and BZ
Acquisition Inc. was dissolved pursuant to the General Corporation
Law of the State of Delaware.
D. Maxxcom, Maxxcom US, certain of the Guarantors, the Agent and the
Lenders entered into an agreement dated as of 13 August 2003 relating
to the reorganization of Interfocus Group Limited and its
Subsidiaries which provided, among other things, that each of Oval
(1873) Limited, Interfocus Network Limited, Interfocus Technology
Group Limited, Interfocus Technology USA, Inc. (formerly known as
Grange USA, Inc.), Interfocus Direct Limited and Interfocus
Technology Limited become a Guarantor under and/or party to the
Credit Agreement.
E. 2026646 Ontario Limited was incorporated on 14 May 2003 and, on 15
May 2003, acquired 339,743 Class A common shares of the issued and
outstanding shares of Xxxxxx Xxxxxxx Communications Inc. such that it
is required to become a Guarantor under and party to the Credit
Agreement.
F. The parties are entering into this Fourth Amendment Agreement to give
effect to the foregoing matters and the other matters set forth
herein.
NOW THEREFORE in consideration of these premises and for other good
and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, and intending to be legally bound hereby, the parties agree as
follows:
Section 1 - New Definition
Section 1.1 of the Credit Agreement is amended by adding the
following definition:
1.1.75.1 "Fourth Amendment Agreement" means the Fourth
Amendment Agreement to this Agreement made as of 15
August 2003.
Section 2 - Amended Definitions
(a) Section 1.1.1 of the Credit Agreement is deleted and replaced with the
following provision:
1.1.1 "Acquirecos" means MF + P Acquisition Co. (a
Delaware corporation), SMI Acquisition Co. (a
Delaware corporation), Accent Acquisition Co. (a
Delaware corporation), FMA Acquisition Co. (a
Delaware corporation), TC Acquisition Inc. (a
Delaware corporation), CPB Acquisition Inc. (a
Delaware corporation) and each other direct or
indirect Wholly-Owned Subsidiary of Maxxcom which
is not an Opco and which controls or acquires an
Opco from time to time and "Acquireco" means any
one of them.
(b) Section 1.1.31 of the Credit Agreement is deleted and replaced with the
following provision:
1.1.31 "CanSubCos" means 1220777 Ontario Limited (an
Ontario corporation), 656712 Ontario Limited (an
Ontario corporation), Accumark Promotions Group
Inc. (an Ontario corporation), Xxxxxxx Xxxx Xxxxxx
Xxxxxxx Inc. (an Ontario corporation), Xxxxx Xxxxx
Group Ltd. (an Ontario corporation), Cormark
Communications Inc. (an Ontario corporation),
Xxxxxx Xxxxxxx Communications Inc. (an Ontario
corporation), Veritas Communications Inc. (an
Ontario corporation), Integrated Healthcare
Communications, Inc. (an Ontario corporation),
Northstar Research Partners Inc. (an Ontario
corporation), 1385544 Ontario Limited (an Ontario
corporation), Maxxcom Interactive Inc. (an Ontario
corporation), Xxxxxxxx & Partners Communications
Ltd. (an Ontario corporation), Studiotype Inc. (an
Ontario corporation), 2026646 Ontario Limited (an
Ontario corporation) and each future direct or
indirect Subsidiary of Maxxcom or of any of the
foregoing corporations incorporated under or
operating in any Canadian jurisdiction from time to
time and "CanSubCo" means any one of them.
(c) Section 1.1.74 of the Credit Agreement is deleted and replaced with the
following provision:
1.1.74 "Foreign Opcos" means each of Oval (1873) Limited,
Interfocus Network Limited and each Person in which
a Controlling Interest is directly acquired by
Maxxcom from time to time or is indirectly acquired
by Maxxcom from time to time in accordance with
Section 1.1.126(f), none of which is an Acquireco,
a CanSubco, a Xxxxx or an Opco and "Foreign Opco"
means any one of them.
(d) Section 1.1.79 of the Credit Agreement is deleted and replaced with the
following provision:
1.1.79 "Guarantors" means Maxxcom US, Maxxcom (Nova
Scotia) Corp., Maxxcom (USA) Finance Company,
Maxxcom (USA) Holdings Inc., 1220777 Ontario
Limited, 1385544 Ontario Limited, Maxxcom
Interactive Inc., Mackenzie Marketing, Inc., MF + P
Acquisition Co., SMI Acquisition Co., Accent
Acquisition Co., FMA Acquisition Co., TC
Acquisition Inc., Xxxxxxxx Direct, Inc., Bratskeir
& Company, Inc., CPB Acquisition Inc., Cormark
Communications Inc., Xxxxxxxx & Partners
Communications Ltd., Xxxxxxx Xxxx Xxxxxx Xxxxxxx
Inc, Studiotype Inc., 2026646 Ontario Limited, Oval
(1873) Limited, Interfocus Network Limited,
Interfocus Technology Group Limited, Interfocus
Technology USA, Inc. (formerly known as Grange USA,
Inc.) and each other Wholly-Owned Subsidiary of
Maxxcom from time to time and "Guarantor" means any
one of them.
(e) Section 1.1.126(f) of the Credit Agreement is deleted and replaced with
the following provision:
1.1.126 (f) the acquisition of a Controlling Interest
in the Capital Stock of a Person
principally and directly engaged in the
Marketing Communications Services Business
(which, if the person is publicly-traded,
is not a hostile acquisition) by Oval
(1873) Limited or Interfocus Network
Limited (so long as each of Oval (1873)
Limited and Interfocus Network Limited are
wholly-owned by Maxxcom) otherwise in
accordance with this Agreement; or
(f) Section 1.1.129(d) of the Credit Agreement is deleted and replaced with
the following provision:
1.1.129 (d) in the case of any Foreign Opco,
indebtedness owed to Maxxcom or Oval (1873)
Limited;
(g) Section 1.1.132(c) of the Credit Agreement is deleted and replaced with
the following provision:
1.1.132 (c) the payment of management fees, dividends
and other distributions in compliance with
any applicable Restricted Party Shareholder
Agreement by: (i) any Opco to the Acquireco
which is its Shareholder; (ii) by any Opco
which does not have an Acquireco as its
majority Shareholder, to Maxxcom (USA)
Holdings Inc. or to Maxxcom US; (iii) by
any CanSubCo to the Restricted Party which
is its majority Shareholder or to Maxxcom;
(iv) by Maxxcom US to Maxxcom or to Maxxcom
(Nova Scotia) Corp.; (v) by either Xxxxx to
the Restricted Party which is its
Shareholder (or, as applicable, other
holder of its ownership interests) or to
Maxxcom; (vi) by Maxxcom (Nova Scotia)
Corp. to Maxxcom; (vii) by any Acquireco to
the Restricted Party which is its
Shareholder or to Maxxcom and (viii) by any
Foreign Opco to Oval (1873) Limited, any
other Restricted Party which is its
immediate parent, or Maxxcom;
(h) Section 1.1.149 of the Credit Agreement is deleted and replaced with the
following provision:
1.1.149 "Restricted Parties" means, collectively, all of
the Borrowers, the Fincos, the CanSubCos, Maxxcom
(USA) Holdings Inc., Interfocus Direct Limited,
Interfocus Technology Limited, the Acquirecos, the
Opcos and the Foreign Opcos and, for greater
certainty, excludes all Unrestricted Parties and
"Restricted Party" means any one of them.
Section 3 - Amendments to Representations and Warranties
(a) Section 6.1(pp) of the Credit Agreement is deleted.
(b) The following provision is added as Section 6.1(rr) of the Credit
Agreement:
6.1 (rr) each of Interfocus Technology Group Limited,
Interfocus Direct Limited and Interfocus Technology
Limited exists under the Companies Act 1985 (United
Kingdom) and none of such companies owns any assets
or carries on any business or undertaking
whatsoever; and
(c) The following provision is added as Section 6.1(ss) of the Credit
Agreement:
6.1 (ss) Interfocus Technology USA, Inc. (formerly known as
Grange USA, Inc.) exists under the General
Corporation Law of the State of California and does
not own any assets or carry on any business or
undertaking whatsoever.
Section 4 - Amendment to Negative Covenants
The following provision is added as Section 7.4(oo) of the Credit
Agreement:
7.4 (oo) cause or permit any of Interfocus Technology
Group Limited, Interfocus Technology USA, Inc.
(formerly known as Grange USA, Inc.), Interfocus
Direct Limited and Interfocus Technology Limited to
own any assets, enter into any transactions or
carry on any business or undertaking whatsoever.
Section 5 - Amendment re Assignment of Intercorporate Documents
The following provision is added as Section 7.7 of the Credit
Agreement:
7.7 Acknowledgments re Assignments of Intercorporate Documents
Each of the Restricted Parties, in relation to any
Intercorporate Document to which it is a party or which is made in
its favour (each, an "Applicable Intercorporate Document"), hereby:
(a) acknowledges the assignment of each Applicable
Intercorporate Document pursuant to the applicable
Credit Document and consents to each such
assignment for all purposes;
(b) agrees that all payments required to be made under
or in connection with each Applicable
Intercorporate Document to the Agent shall be made
to the Agent without regard to any set-off or
counterclaim between the parties to any Applicable
Intercorporate Document;
(c) agrees that it shall not, without the prior written
consent of the Majority Lenders, given in
accordance with the provisions of this Agreement,
enforce any of its rights under any of the
Applicable Intercorporate Documents;
(d) acknowledges that all Applicable Intercorporate
Documents are subordinated for all purposes to the
Security; and
(e) acknowledges that notwithstanding the assignment
and transfer of each Applicable Intercorporate
Document to the Agent by way of security, neither
the Agent nor any Lender shall incur any liability
to it or to any other Person under any such
Applicable Intercorporate Document, except to
account for monies it receives thereunder and
except, in the case of the Agent, in respect of any
actions the Agent or any such Lender takes in the
course of the exercise of any rights and remedies
of the Agent.
Section 6 - Adoption of Credit Agreement, etc.
(a) Each of Oval (1873) Limited, Interfocus Network Limited, Interfocus
Technology Group Limited, Interfocus Technology USA, Inc. (formerly known as
Grange USA, Inc.), Interfocus Direct Limited and Interfocus Technology Limited
agrees as follows:
(i) it is a Wholly-Owned Subsidiary of Maxxcom;
(ii) it shall deliver, or cause to be delivered, the
further documentation described on Appendix A to
this Fourth Amendment Agreement, which documents
form part of the Security, an opinion of its
counsel and other resolutions and ancillary
documents required by the Agent;
(iii) it hereby acknowledges and agrees to the terms of
the Credit Agreement (as amended by this Fourth
Amendment Agreement) and the Mezz Inter-Creditor
Agreement, agrees to be bound by all obligations of
a Guarantor, if applicable, and of a Restricted
Party in each such agreement as if it had been an
original signatory thereto and agrees to execute
all documentation and take such further action as
is necessary to give effect thereto; and
(iv) as of the date hereof, each of the representations
and warranties contained in Section 6.1 of the
Credit Agreement (as amended by this Fourth
Amendment Agreement) is true in relation to it.
(b) Each of the Borrowers and Guarantors certifies that:
(i) as of the date hereof, other than as disclosed in
the Agreement dated as of 13 August 2003 between
Maxxcom, Maxxcom US, certain of the Guarantors, the
Agent and the Lenders relating to the
reorganization of Interfocus Group Limited and its
Subsidiaries, no Event of Default or Pending Event
of Default has been caused by or results from the
transactions by which each of Interfocus Network
Limited, Interfocus Technology Group Limited,
Interfocus Technology USA, Inc. (formerly known as
Grange USA, Inc.), Interfocus Direct Limited and
Interfocus Technology Limited became Wholly-Owned
Subsidiaries of Maxxcom; and
(ii) as of 14 August 2003 and the date hereof, other
than as disclosed in the Agreement dated as of 13
August 2003 between Maxxcom, Maxxcom US, certain of
the Guarantors, the Agent and the Lenders relating
to the reorganization of Interfocus Group Limited
and its Subsidiaries, no Event of Default or
Pending Event of Default has been caused by or
results from the transactions by which Oval (1873)
Limited became a Wholly-Owned Subsidiary of
Maxxcom.
(c) The Agent, on behalf of the Lenders, acknowledges that:
(i) Oval (1873) Limited shall be a Guarantor and a
Restricted Party as of 14 August 2003; and
(ii) each of Interfocus Network Limited, Interfocus
Technology Group Limited, Interfocus Technology
USA, Inc. (formerly known as Grange USA, Inc.),
Interfocus Direct Limited and Interfocus Technology
Limited shall be a Guarantor and/or a Restricted
Party as of 15 August 2003.
Section 7 - Schedules
Each of Schedules G, I, J, K, L, M, N, O, P and R to the Credit
Agreement is deleted and replaced with Schedules G, I, J, K, L, M, N, O, P and
R attached to this Fourth Amendment Agreement.
Section 8 - Consents
Subject to the terms and conditions hereof, the Lenders hereby
consent, for the purposes of Section 7.4(ll) of the Credit Agreement, to the
amendments to the Mezz Debenture effected by the Third Amendment to
Subordinated Debenture made as of 15 August 2003 between Maxxcom and the Mezz
Agent.
Section 9 - Conditions Precedent to Effectiveness of this Fourth Amendment
Agreement
This Fourth Amendment Agreement shall become binding on the Lenders
only upon satisfaction of the following conditions precedent:
(a) execution and delivery of this Fourth Amendment Agreement by
each of the Borrowers and the Guarantors;
(b) execution and delivery of this Fourth Amendment Agreement by
the Lenders in accordance with Section 9.9 of the Credit
Agreement;
(c) other than as disclosed in the Agreement dated as of 13
August 2003 between Maxxcom, Maxxcom US, certain of the
Guarantors, the Agent and the Lenders relating to the
reorganization of Interfocus Group Limited and its
Subsidiaries, no Event of Default or Pending Event of
Default shall have occurred and be continuing as at the date
of satisfaction of all of the foregoing conditions
precedent;
(i) the Agent having received evidence, reasonably
satisfactory to it, that the Mezz Agent and the
Mezz Holders have, for the purposes of the Mezz
Debenture, consented to each of the matters set
forth in this Fourth Amendment Agreement or that
such consent is not required under the Mezz
Debenture and the Agent being satisfied with the
other amendments to the Mezz Credit Documents made
in that connection;
(ii) the Agent having received the favourable opinion of
Blake, Xxxxxxx & Xxxxxxx LLP, Ontario counsel to
Maxxcom, in relation to, inter alia, the
enforceability of this Fourth Amendment Agreement
and other related documents; and
(iii) such corporate resolutions, incumbency and other
certificates of each of the Borrowers, the
Guarantors and the other Restricted Parties as the
Agent may reasonably request in connection with
this Fourth Amendment Agreement and the
transactions contemplated hereby.
Section 10 - Continuing Effect of Credit Agreement
Except as amended by this Fourth Amendment Agreement, the Credit
Agreement shall remain in full force and effect, without amendment, and is
hereby ratified and confirmed. Each of the Borrowers and the Guarantors
confirms that the guarantees and Security made or granted by it pursuant to
the Credit Agreement remains in full force and effect notwithstanding the
amendments and supplements to the Credit Agreement contained herein.
Section 11 - Further Assurances
Each of the Borrowers and the Guarantors shall promptly do, make,
execute or deliver, or cause to be done, made, executed or delivered, all such
further acts, documents and things as the Agent may require from time to time
for the purposes of giving effect to this Fourth Amendment Agreement and shall
use reasonable efforts and take all such steps as may be within its power to
implement, to the full extent, the provisions of this Fourth Amendment
Agreement.
Section 12 - Counterparts and Facsimile
This Fourth Amendment Agreement may be executed in any number of
counterparts, each of which when executed and delivered shall be deemed to be
an original and such counterparts together shall constitute one and the same
agreement. For the purposes of this Section, the delivery of a facsimile copy
of an executed counterpart of this Fourth Amendment Agreement shall be deemed
to be valid execution and delivery thereof.
Section 13 - Governing Law
The parties agree that this Fourth Amendment Agreement shall be
conclusively deemed to be a contract made under, and shall for all purposes be
governed by and construed in accordance with the laws of the Province of
Ontario and the laws of Canada applicable in the Province of Ontario.
Section 14 - Interpretation
Capitalized terms used herein, unless otherwise defined or indicated
herein, have the respective meanings defined in the Credit Agreement. This
Fourth Amendment Agreement and the Credit Agreement shall be read together and
have effect so far as practicable as though the provisions thereof and the
relevant provisions hereof are contained in one document.
[Execution Pages Follow]
IN WITNESS OF WHICH, the parties have executed this Agreement.
THE LENDERS
-----------
THE BANK OF NOVA SCOTIA THE BANK OF NOVA SCOTIA, by its
Atlanta Agency
By: ----------------------------- By: -----------------------------
Name: Xxxx XxXxx Name:
Title: Director Title:
By: ----------------------------- By: -----------------------------
Name: Xxxxxxxxx Xxxxxxxx Name:
Title: Associate Title:
CANADIAN IMPERIAL BANK OF CIBC INC.
COMMERCE
By: ----------------------------- By: -----------------------------
Name: Name:
Title: Title:
By: ----------------------------- (CIBC World Markets Corp.,
Name: as agent for CIBC Inc.)
Title:
BANK OF MONTREAL BANK OF MONTREAL, by its Chicago
Branch
By: ----------------------------- By: -----------------------------
Name: Name:
Title: Title:
XXXXX XXXX XX XXXXXX XXXXX XXXX XX XXXXXX, by its
Grand Cayman (North America No. 1)
Branch
By: ----------------------------- By: -----------------------------
Name: Name:
Title: Title:
IN WITNESS OF WHICH, the parties have executed this Agreement.
THE LENDERS
THE BANK OF NOVA SCOTIA THE BANK OF NOVA SCOTIA, by its
Atlanta Agency
By: ----------------------------- By: -----------------------------
Name: Name: Xxxxxxx X. Xxxxxxx
Title: Title: Managing Director
By: ----------------------------- By: -----------------------------
Name: Name:
Title: Title:
CANADIAN IMPERIAL BANK OF CIBC INC.
COMMERCE
By: ----------------------------- By: -----------------------------
Name: Name:
Title: Title:
By: ----------------------------- (CIBC World Markets Corp.,
Name: as agent for CIBC Inc.)
Title:
BANK OF MONTREAL BANK OF MONTREAL, by its Chicago
Branch
By: ----------------------------- By: -----------------------------
Name: Name:
Title: Title:
XXXXX XXXX XX XXXXXX XXXXX XXXX XX XXXXXX, by its
Grand Cayman (North America No. 1)
Branch
By: ----------------------------- By: -----------------------------
Name: Name:
Title: Title:
IN WITNESS OF WHICH, the parties have executed this Agreement.
THE LENDERS
THE BANK OF NOVA SCOTIA THE BANK OF NOVA SCOTIA, by its
Atlanta Agency
By: ----------------------------- By: -----------------------------
Name: Name:
Title: Title:
By: ----------------------------- By: -----------------------------
Name: Name:
Title: Title:
CANADIAN IMPERIAL BANK OF CIBC INC.
COMMERCE
By: ----------------------------- By: -----------------------------
Name: Xxxxx Xxxxxxxxxx Name:
Title: Director Title:
By: ----------------------------- (CIBC World Markets Corp.,
Name: Xxxxx Xxxxxx as agentfor CIBC Inc.)
Title: Executive Director
BANK OF MONTREAL BANK OF MONTREAL, by its Chicago
Branch
By: ----------------------------- By: -----------------------------
Name: Name:
Title: Title:
XXXXX XXXX XX XXXXXX XXXXX XXXX XX XXXXXX, by its
Grand Cayman (North America No. 1)
Branch
By: ----------------------------- By: -----------------------------
Name: Name:
Title: Title:
IN WITNESS OF WHICH, the parties have executed this Agreement.
THE LENDERS
THE BANK OF NOVA SCOTIA THE BANK OF NOVA SCOTIA, by its
Atlanta Agency
By: ----------------------------- By: -----------------------------
Name: Name:
Title: Title:
By: ----------------------------- By: -----------------------------
Name: Name:
Title: Title:
CANADIAN IMPERIAL BANK OF CIBC INC.
COMMERCE
By: ----------------------------- By: -----------------------------
Name: Name: Xxxxxxxxx Xxxx
Title: Title: Executive Director
By: (CIBC World Markets Corp.,
Name: as agent for CIBC Inc.)
Title:
BANK OF MONTREAL BANK OF MONTREAL, by its Chicago
Branch
By: ----------------------------- By: -----------------------------
Name: Name:
Title: Title:
XXXXX XXXX XX XXXXXX XXXXX XXXX XX XXXXXX, by its
Grand Cayman (North America No. 1)
Branch
By: ----------------------------- By: -----------------------------
Name: Name:
Title: Title:
IN WITNESS OF WHICH, the parties have executed this Agreement.
THE LENDERS
-----------
THE BANK OF NOVA SCOTIA THE BANK OF NOVA SCOTIA, by its
Atlanta Agency
By: ----------------------------- By: -----------------------------
Name: Name:
Title: Title:
By: ----------------------------- By: -----------------------------
Name: Name:
Title: Title:
CANADIAN IMPERIAL BANK OF CIBC INC.
COMMERCE
By: ----------------------------- By: -----------------------------
Name: Name:
Title: Title:
By: (CIBC World Markets Corp.,
Name: as agent for CIBC Inc.)
BANK OF MONTREAL BANK OF MONTREAL, by its Chicago
Branch
By: ----------------------------- By: -----------------------------
Name: Xxxxx Xxx Name: Xxxxx Xxx
Title: Vice President Title: Vice President
XXXXX XXXX XX XXXXXX XXXXX XXXX XX XXXXXX, by its
Grand Cayman (North America No. 1)
Branch
By: ----------------------------- By: -----------------------------
Name: Name:
Title: Title:
IN WITNESS OF WHICH, the parties have executed this Agreement.
THE LENDERS
THE BANK OF NOVA SCOTIA THE BANK OF NOVA SCOTIA, by its
Atlanta Agency
By: ----------------------------- By: -----------------------------
Name: Name:
Title: Title:
By: ----------------------------- By: -----------------------------
Name: Name:
Title: Title:
CANADIAN IMPERIAL BANK OF CIBC INC.
COMMERCE
By: ----------------------------- By: -----------------------------
Name: Name:
Title: Title:
By: (CIBC World Markets Corp.,
Name: as agent for CIBC Inc.)
Title:
BANK OF MONTREAL BANK OF MONTREAL, by its Chicago
Branch
By: ----------------------------- By: -----------------------------
Name: Name:
Title: Title:
XXXXX XXXX XX XXXXXX XXXXX XXXX XX XXXXXX, by its
Grand Cayman (North America No. 1)
Branch
By: ----------------------------- By: -----------------------------
Name: ?????? Name:
Title: Senior Vice President Title:
IN WITNESS OF WHICH, the parties have executed this Agreement.
THE LENDERS
THE BANK OF NOVA SCOTIA THE BANK OF NOVA SCOTIA, by its
Atlanta Agency
By: ----------------------------- By: -----------------------------
Name: Name:
Title: Title:
By: ----------------------------- By: -----------------------------
Name: Name:
Title: Title:
CANADIAN IMPERIAL BANK OF CIBC INC.
COMMERCE
By: ----------------------------- By: -----------------------------
Name: Name:
Title: Title:
By: ----------------------------- (CIBC World Markets Corp.,
Name: as agent for CIBC Inc.)
Title:
BANK OF MONTREAL BANK OF MONTREAL, by its Chicago
Branch
By: ----------------------------- By: -----------------------------
Name: Name:
Title: Title:
XXXXX XXXX XX XXXXXX XXXXX XXXX XX XXXXXX, by its
Grand Cayman (North America No. 1)
Branch
By: ----------------------------- By: -----------------------------
Name: Name: Xxxxxxx Xxxxxxx
Title: Title: Manager
THE TORONTO-DOMINION BANK TORONTO DOMINION (TEXAS), INC.
By: ----------------------------- By: -----------------------------
Name: Name:
Title: Title:
THE TORONTO-DOMINION BANK TORONTO DOMINION (TEXAS), INC.
By: ----------------------------- By: -----------------------------
Name: Name: Xxxx Xxxxx
Title: Title: Vice President
THE BORROWERS
-------------
MAXXCOM INC., an Ontario corporation MAXXCOM INC., a Delaware corporation
By: ----------------------------- By: -----------------------------
X. Xxxxxx X. Xxxxxx
Authorized Signing Officer Authorized Signing Officer
By: ----------------------------- By: -----------------------------
X. Xxxxxxx X. Xxxxxxx
Authorized Signing Officer Authorized Signing Officer
THE GUARANTORS
--------------
MAXXCOM (NOVA SCOTIA) CORP. BRATSKEIR & COMPANY, INC.
MAXXCOM (USA) FINANCE CPB ACQUISITION INC.
COMPANY CORMARK COMMUNICATIONS INC.
MAXXCOM (USA) HOLDINGS INC. XXXXXXXX & PARTNERS
1220777 ONTARIO LIMITED COMMUNICATIONS LTD.
1385544 ONTARIO LIMITED XXXXXXX XXXX XXXXXX XXXXXXX
2026646 ONTARIO LIMITED INC.
MAXXCOM INTERACTIVE INC. STUDIO TYPE INC.
MF+P ACQUISITION CO.
SMI ACQUISITION CO. By: -----------------------------
ACCENT ACQUISITION CO. X. Xxxxxxx
FMA ACQUISITION CO. Authorized Signing Officer
MACKENZIE MARKETING, INC.
TC ACQUISITION INC.
XXXXXXXX DIRECT, INC.
OVAL (1873) LIMITED
INTERFOCUS NETWORK LIMITED
INTERFOCUS TECHNOLOGY GROUP
LIMITED
INTERFOCUS TECHNOLOGY USA, INC.
By: -----------------------------
X. Xxxxxx
Authorized Signing Officer
RESTRICTED PARTIES
------------------
INTERFOCUS DIRECT LIMITED
INTERFOCUS TECHNOLOGY LIMITED
By: -----------------------------
X. Xxxxxx
Authorized Signing Officer
THE AGENT
---------
THE BANK OF NOVA SCOTIA,
as Administrative Agent
By: -----------------------------
Name: Xxxxx Xxxxxxxx
Title: Director
By: -----------------------------
Name:
Title:
APPENDIX A
NEW SECURITY AND GUARANTEES
OVAL (1873) LIMITED
1. Guarantee dated 12 September 2003 made by Oval (1873) Limited in
favour of The Bank of Nova Scotia, as Administrative Agent, of debts,
liabilities and obligations of Maxxcom to the Agent
2. Security Agreement Deed dated 12 September 2003 made by Oval
(1873) Limited in favour of The Bank of Nova Scotia, as
Administrative Agent
3. Mortgage of Shares dated 12 September 2003 made by Oval (1873)
Limited in favour of The Bank of Nova Scotia, as Administrative
Agent, relating to its pledge of all of the shares of Interfocus
Network Limited
INTERFOCUS NETWORK LIMITED
4. Mortgage of Shares dated 12 September 2003 made by Interfocus Network
Limited in favour of The Bank of Nova Scotia, as Administrative
Agent, re all of the shares of Interfocus Direct Limited and
Interfocus Technology Group Limited
5. Acknowledgment and Confirmation re Existing Security dated as of 15
August 2003 made by Interfocus Network Limited (formerly known as
Interfocus Technology Limited and Grange Advertising and Marketing
Communications Limited), Interfocus Technology Group Limited
(formerly known as Grange Advertising Limited) and Interfocus
Technology USA, Inc. (formerly known as Grange USA, Inc.) in favour
of The Bank of Nova Scotia, as Administrative Agent
SCHEDULE G
RESTRICTED PARTY SHAREHOLDER AGREEMENTS
Accent Marketing Services, L.L.C.
1. Third Amended and Restated Limited Liability Company Agreement dated
March 1, 2001 among AMS Holdings Inc., Xxx Xxxxxx, Xxxxxxx Xxxxxxx,
Xxxxx Xxxxxxxx, Xxx Xxxxx, Xxxxx Xxxxxxxxxx, Xxx Xxxxxxxx, Xxxxx
Xxxx, Xxxxx Xxxxx, Xxxxx Xxxxxxxxxx, Xxxxxxx Xxxxx, Xxxx Xxxxx, Xxxxx
Xxxx, Xxxxx Xxxxxx, Xxxx Xxxxxx, Maxxcom Inc., Accent Acquisition
Co., and Accent Marketing Services, L.L.C., as amended on May 1,
2003.
Accumark Promotions Group Inc.
2. Shareholders' Agreement dated December 10, 1993 among MDC
Corporation, Xxxxxx Kightley, G. Kightley Group Inc., Xxxxx Xxxxxx,
Xxxxxx Xxxxx, Xxxxxxxx Xxxxx, Xxxxx Xxxxx and Accumark Promotions
Group Inc., (i) amended by a Shareholders' Amending Agreement dated
August 1, 1995, (ii) a Shareholders' Amending Agreement dated January
31, 1996, (iii) a Shareholders' Amending Agreement dated July 31,
1996, (iv) an Agreement dated December 2, 1998, (v) an Amending
Agreement dated December 21, 1998, (vi) a Covenant and Agreement
dated February 11, 1999, (vii) a Shareholders' Amending Agreement
dated March 30, 1999, (viii) an Assignment and Assumption Agreement
dated Xxxxx 0, 0000, (xx) a Share Exchange Agreement dated March 23,
2000, (x) a Shareholders' Amending Agreement dated March 23, 2000,
and (xi) by a Shareholders' Amending Agreement dated April 22, 2003.
Xxxxxx Xxxxxxx Communications Inc.
3. Shareholders' Agreement dated October 1, 2001 among Maxxcom Inc.,
1385544 Ontario Limited, 1493375 Ontario Limited (now Xxxxxxxx +
Partners Communications Ltd.), the other shareholders listed on
Schedule 1 to the agreement and Xxxxxx Xxxxxxx Communications Inc.
Xxxxx Xxxxx Group Ltd.
4. Amended and Restated Shareholders' Agreement dated March 31, 1999
among Xxxxx Xxxxxxx, Xxxxx Xxxxxxxxx and Xxxxx Xxxxx Group Ltd., as
amended by Amending Agreement dated October 1, 1999 among MDC
Corporation Inc., Xxxxx Xxxxxxxxx, Xxxxx Xxxxxxx, Xxxx Xxxxxx and
Xxxxx Xxxxx Group Ltd., as amended by the Assignment and Assumption
Agreement dated March 1, 2000 between MDC Corporation Inc. and
Maxxcom Inc. and the Assumption Agreement dated March 23, 2000
between MDC Corporation Inc. and Maxxcom Inc. and the related Share
Exchange Agreements executed with each of the shareholders.
Xxxxxxx Xxxxxx & Bogusky LLC
5. Amended and Restated Limited Liability Company Agreement dated
January 8, 2001 among Crispin & Xxxxxx Advertising, Inc. d/b/a/
Xxxxxxx Xxxxxx & Bogusky, a Florida corporation, Xxxxxxx Xxxxxx, Xxxx
Xxxxxxx, Xxxx Xxxxx, Xxxx Xxxxxxxxx, CPB Acquisition Inc., a Delaware
corporation, Maxxcom Inc., an Ontario corporation and Xxxxxxx Xxxxxx
& Bogusky LLC, a Delaware limited liability company, as amended on
June 25, 2003.
Xxxxxxx Xxxxxx & Bogusky L.A., LLC
6. Limited Liability Company Agreement dated August 13, 2001 among
Crispin & Xxxxxx Advertising, Inc. d/b/a/ Xxxxxxx Xxxxxx & Bogusky, a
Florida corporation, Xxxxxxx Xxxxxx, Xxxx Xxxxxxx, Xxxx Xxxxx, Xxxx
Xxxxxxxxx, CPB Acquisition Inc., a Delaware corporation, Maxxcom
Inc., an Ontario corporation and Xxxxxxx Xxxxxx & Bogusky L.A., LLC,
a Delaware limited liability company, as amended on June 25, 2003.
Xxxxxxxx Xxxxxx Xxxxx LLC
7. Amended and Restated Operating Agreement dated November 30, 1999
among Xxxxxxx Xxxxxx Xxxxxxxx, Xxxxxxx Xxxxx, FMA Acquisition Co.,
MDC Corporation, Maxxcom Inc. and Xxxxxxxx Xxxxxx Associates LLC, as
amended by Amendment No. 1 to the Amended and Restated Operating
Agreement dated as of November 29, 2000, the Letter Agreement dated
June 5, 2001, and by Amendment No. 2 to the Amended and Restated
Operating Agreement dated as of May 30, 2002.
Integrated Healthcare Communications, Inc.
8. Shareholders' Agreement dated January 1, 2002 among Maxxcom Inc.,
Tericon Corporation, Xxxxx Xxxxxxx, Xxxxxx Xxxxxx and Integrated
Healthcare Communications, Inc.
Interfocus Group Limited
9. Shareholders and Option Agreement dated September 5, 2000 among Sevco
1156 Limited, Xxxxxxx Xxxxxx and Maxxcom Inc., as amended by an
Agreement dated November 15, 2000 regarding the full repayment of the
outstanding loan owing by Interfocus to Maxxcom in the amount of GBP
5,334,685 in exchange for 5,334,685 C ordinary shares of GBP 1 each
credited as fully paid, and further amended by an Agreement dated May
31, 2002.
Margeotes/Xxxxxxxx + Partners LLC
10. Limited Liability Company Agreement dated July 31, 1998 among MF + P
Acquisition Co., Margeotes/Xxxxxxxx + Partners Inc., Xxxxxx Xxxxxxxx
and Margeotes/Xxxxxxxx + Partners LLC, as amended by Amendment No. 1
to the Limited Liability Company Agreement dated March 28, 2000 and
Amendment No. 2 to the Limited Liability Company Agreement dated
November 29, 2000.
Northstar Research Partners Inc.
11. Pre-Incorporation Agreement dated July 2, 1998 among MDC
Communications Corporation, Xxxxxxx Tile, Xxxxxxx Xxxxxx, Xxxxxxx
Xxxxx and Northstar Research Partners Inc. ("Northstar"), as amended
by the Assignment and Assumption Agreement dated March 1, 2000
between MDC Corporation Inc. and Maxxcom Inc., as amended by the
Amending Agreement dated September 20, 2000 and as further amended by
the Amending Agreement made as of the 15th day of February, 2001
among Maxxcom Inc., Xxxxxxx Tile, Xxxxxxx Xxxxxx, Xxxxxxx Xxxx, Xxxxx
Xxxxxxx-Xxxxxxxx and Northstar.
656712 Ontario Limited (Strategies International)
12. Shareholders' Agreement among Maxxcom Inc., an Ontario corporation,
Xxxx Xxxxxx, M&A Xxxxxx Holdings Ltd. and 656712 Ontario Limited
dated January 1, 2001.
Source Marketing LLC
13. Operating Agreement dated October 15, 1998 among SMI Acquisition Co.,
Source Marketing Inc. (now Spruce Lake Inc.), Xxxxxx Xxxxxxxxx and
Source Marketing LLC, as amended by Amendment No. 1 to the Operating
Agreement dated January 1, 2000, Amendment No. 2 to the Operating
Agreement dated November 29, 2000, and Amendment No. 3 to the
Operating Agreement dated May 13, 2002, and Amendment No. 4 to the
Operating Agreement dated May 31, 2003.
TargetCom LLC
14. Limited Liability Company Agreement dated June 30, 2000 among
TargetCom Inc. (now Comtar Inc.), TC Acquisition Inc., Maxxcom Inc.
and TargetCom LLC, as amended by Amendment No. 1 to the Limited
Liability Company Agreement dated as of November 29, 2000.
Veritas Communications Inc.
15. Amended and Restated Shareholders' Agreement dated November 19, 1998
among MDC Communications Corporation, Xxxxx X. Xxxxxxx, Xxxxxxxx
Xxxxxxx, Xxxxx XxXxxxxxxx, Xxxxxx Xxxx and Veritas Communications
Inc., as amended by the Assignment and Assumption Agreement dated
March 1, 2000 between MDC Corporation Inc. and Maxxcom Inc., the
Share Exchange Agreement dated March 23, 2000 executed by each of the
shareholders, the Amending Agreement among Maxxcom Inc., Xxxxx X.
Xxxxxxx, Xxxxxxxx Xxxxxxx, Xxxxxxxx Xxxxxxx and Veritas
Communications Inc. dated September 25, 2001, and the Amending
Agreement amendment among Maxxcom Inc., Xxxxx Xxxxxxx, Xxxxxxx
Xxxxxxx and Veritas Communications Inc. dated August 16, 2002.
SCHEDULE I
OWNED AND LEASED REAL PROPERTY
--------------------------------------------------------------------------------------------------------------------
RESTRICTED PARTY LOCATION OF LEASED LOCATION OF
PROPERTY OWNED
PROPERTY
--------------------------------------------------------------------------------------------------------------------
Maxxcom Inc. 00 Xxxxxxxx Xxxxxx Xxxx
Xxxxxxx, Xxxxxxx
X0X 0X0
1220777 Ontario Limited None None
656712 Ontario Limited None 000 Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx
Xxxxxx
Accumark Promotions Group Inc. 000 Xxxxxx Xxxx Xxxx Xxxx
Xxxxx 000 & 000
Xxxxx Xxxx, Xxxxxxx
X0X 000
Xxxxxxx Xxxx Xxxxxx Xxxxxxx Inc. 000 Xxxxxxxx Xxxxxx Xxxx Xxxx
Xxxxx 000
Xxxxxxx, Xxxxxxx
X0X 0X0
Xxxxx Xxxxx Group Ltd. 0000 Xxxxxx Xxxxxx Xxxx
Xxxxxxx, Xxxxxxx
X0X 0X0
Cormark Communications Inc. 000 Xxxx Xxxxxx Xxxx
Xxxxx 0X
Xxxxxx, Xxxxxxx
Xxxxxx
Xxxxxx Xxxxxxx Communications 00 Xxxxx Xxxxxxx Xxxxxx
Inc. Xxxxx 000X & 000
Xxxxxxx, Xxxxxxx
X0X 0X0
000 Xxxxxx Xx., xxxxx 0000
Xxxxxx, Xx
X0X 0X0
000 Xxxx-Xxxxxxxx Xxxxxxxxx
Xxxx
16th & 00xx Xxxxx
Xxxxxxxx, Xxxxxx
Veritas Communications Inc. 000 Xxxxxxxx Xxxxxx Xxxx Xxxx
Xxxxx 000
Xxxxxxx, Xxxxxxx
X0X 0X0
Integrated Healthcare 000 Xxxxxxxx Xxxxxx X. None
Communications, Inc. Xxxxx 000
Xxxxxxx, Xxxxxxx
X0X 0X0
Northstar Research Partners Inc. 000 Xxx Xxxxxx Xxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxx
X0X 0X0
0 Xxxxx Xxxxxx
Xxxxx 000
Xxx Xxxx, XX 00000
Chrysler Building
0000 Xxxxxx Xxxxxx Xxxxx,
Xxxx 000
Xxxxxx, Xxxxxxxxxx 00000
Maxxcom Interactive Inc. None None
1385544 Ontario Limited None None
2026646 Ontario Limited None None
Maxxcom Inc. (US) None None
MF + P Acquisition Co. None None
Margeotes/Xxxxxxxx + Partners LLC 000 Xxxxxxxxx Xxxxxx None
0-0 Xxxxx
Xxx Xxxx, Xxx Xxxx
XXX 00000
SMI Acquisition Co. None None
Source Marketing LLC 00 Xxxxxxx Xxxxxx Xxxx
Xxxxxxxx, Xxxxxxxxxxx
XXX 00000
Colle & XxXxx, Inc. 0000 Xxxxxxxxxx Xxxx Xxxx. Xxxx
Xxxxxxxxxxx, Xxxxxxxxx, XXX 00000
Warehouse1230
Xxxx 000xx Xxxxxx
Xxxxxxxxxx, Xxxxxxxxx
XXX 00000
Accent Marketing Services, L.L.C. 000 X. Xxxx Xxxxxx Xxxx
Xxxxx 0000
Xxxxxxxxxx, Xxxxxxxx
XXX 40202
Customer Contact Center
000 Xxxx Xxxx Xxxxxxxxx
Xxxxx 0
Xxx Xxxxxx, Xxxxxxx
XXX 00000
Customer Contact Center
0000 X.X. 000xx Xxxxxxx
Xxxxxx Xxxx, Xxxxxxxx
XXX 00000
Customer Contact Center
0000 Xxxxxx Xxxxxxx, Xxxx. #0
Xxxxxx Xxxxx, Xxxxxxx
XXX 00000
Customer Contact Center
000 Xxxx Xxx 00, Xxxx Xxxx
Xxxxxxx XXX 00000
Customer Contact Center
0000 Xxxxx Xxxx Xxxx.
Xxxxxxxxxxx, Xxxxxxx
XXX 00000
Customer Contact Center
000 Xxxxxx Xxxxxx
Xxxx Xxxxxx, Xxxxxxx 00000
Sales Xxxxxx
0000 Xxxx Xxxx Xxxx Xxxx
Xxxxxxx, Xxxxxxx 00000
ASI Xxxxxx
000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxxxxxx, Xxxxxxx 00000
Accent Acquisition Co. None None
FMA Acquisition Co. None None
Xxxxxxxx Xxxxxx Xxxxx LLC 000 Xxxxxxxxx Xxxxxx Xxxxxx, Xxxx
Xxxxx 000
Xxxxxxx, Xxxxxxx
XXX 00000
Maxxcom (Nova Scotia) Corp. None None
Maxxcom (USA) Finance Company None None
Maxxcom (USA) Holdings Inc. None None
TC Acquisition Inc. None None
TargetCom LLC 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxx
00xx Xxxxx
Xxxxxxx, Xxxxxxxx
XXX 60611
One Market, Xxxxx Xxxxx,
Xxxxx 0000
Xxx Xxxxxxxxx, XX
XXX 00000
Xxxxxxxx Direct, Inc. 000 Xxxxxxxxx Xxxxxx None
0xx Xxxxx
Xxx Xxxx, Xxx Xxxx
XXX 00000
Mackenzie Marketing, Inc. 000 X. Xxxxxxx 000 None
Suite 350/475
Xxxxxxxxxxx, XX
XXX 00000
Interfocus Group Limited None None
Northstar Research Partners (UK) Xxxxxx Xxxxxx Xxxx
Xxxxxxx Xxxxxx, X0 0XX
Xxxxxxx
Bratskeir & Company, Inc. 000 Xxxxxxxxx Xxxxxx None
0xx Xxxxx
Xxx Xxxx, Xxx Xxxx
XXX 00000
CPB Acquisition Inc. None None
Xxxxxxx Xxxxxx & Bogusky LLC 0000 Xxxx Xxxxxx, Xxxxx 000 Xxxx
Xxxxxxx Xxxxx, Xxxxxxx
XXX 33133
000 Xxxxxxxxx Xxx.
Xxxxx, Xxxxxxxxxx
00000
Interfocus Technology Limited Xxxxxx Xxxxxx Xxxx
Xxxxxx, X0 0XX
Xxxxxxx
Interfocus Technology USA, Inc. None None
Oval (1873) Limited None None
Interfocus Network Limited None None
Interfocus Technology Group Limited None None
Interfocus Direct Limited None None
SCHEDULE J
RESTRICTIONS CREATED BY SHAREHOLDER AGREEMENTS AND
CONSTATING DOCUMENTS
As used herein, the term "Shareholders' Agreement", "Company
Agreement", "Operating Agreement" or "Shareholders' and Option
Agreement" as applicable to each of the following entities is defined
in Schedules G and T of the Credit Agreement.
1. Accent Marketing Services, L.L.C. ("Accent L.L.C.")
Restrictions created by the Company Agreement wherein Section
4.1(a)(ii) provides that, except to the extent otherwise provided in
the Company Agreement, the powers of Accent L.L.C. shall be exercised
by and under the authority of, and the business and affairs of Accent
L.L.C. shall be managed under the direction of the Managers of Accent
L.L.C. Notwithstanding the foregoing, or any other provisions of the
Company Agreement to the contrary, so long as both AMS Holdings, Inc.
and Accent Acquisition Co. own Membership Interests, the entering
into any business other than, or any transaction outside, the normal
business activities of Accent L.L.C. and related activities shall
require the mutual agreement of Accent Acquisition Co. and AMS
Holdings, Inc., whether at a meeting of the Members at which a quorum
is present, or by the written consent thereof.
2. Accumark Promotions Group ("Accumark")
Restrictions created by the Shareholders' Agreement wherein section
3.9 provides that unless otherwise resolved by the Board of Directors
of Accumark, all contracts and documents binding the Corporation in
respect of: (i) matters not in the ordinary course of Business; or
(ii) matters in the ordinary course of Business and involving a
series of amounts payable to the same party over a period of six
months in excess of $500,000 shall require the signature of one of
the Maxxcom appointees together with the signatures of any two of the
class A shareholders.
Under section 4.5 of the Shareholders' Agreement, the Board of
Directors of Accumark shall determine whether borrowings are required
by Accumark, from whom such borrowings will be obtained, and the
terms and conditions of such borrowing.
3. Xxxxxx Xxxxxxx Communications Inc. ("Xxxxxx Xxxxxxx")
Restrictions created by the Shareholders' Agreement wherein Section
4.13 provides, inter alia, that, notwithstanding the general
provisions of Sections 4.8 and 4.10 of the Shareholders' Agreement,
any decision of the Board of Directors of Xxxxxx Xxxxxxx regarding:
(i) the incurrence whether absolutely or contingently of indebtedness
for borrowed money whether directly or by indirect financing
arrangements except in the ordinary course of business; (ii) the
lending of money in excess of $10,000 by Xxxxxx Xxxxxxx or the
incurrence of any guarantee or indemnity obligations including,
without limitation, to or for the benefit of any Shareholder; (iii)
any material contract, agreement or other transaction which is not in
the ordinary course of business with an obligation or liability to
any Shareholder or any Person not at arm's length with him which
directly or indirectly provides to such Person any benefit or
advantage whether or not greater than Fair Market Value; (iv) any
material change to the Business; (v) any material contract,
agreement, obligation, liability or other transaction which is not in
the ordinary course of establishing or carrying on the Business shall
require the affirmative vote of all the directors of Xxxxxx Xxxxxxx
and, if decided by the Shareholders shall require the approval of not
less than sixty-nine percent (69%) and with respect to items (i) and
(iv) of this paragraph shall require sixty-nine percent (69%) of the
votes attaching to all voting shares represented in person or by
proxy at a Shareholders' meeting duly called and held.
4. Xxxxx Xxxxx Group Ltd. ("Xxxxx Xxxxx")
Restriction created by the Shareholders' Agreement wherein section
4.1(g) provides that all contracts and documents binding Xxxxx Xxxxx
not entered into in the ordinary course of business and which have
not been approved in the annual capital and operating budget or by
specific resolution of the Board of Directors and involving amounts,
expenditures or commitments, or a series of payments, expenditures or
commitments to the same party, in excess of $10,000 shall require the
signature of the President or Treasurer of Xxxxx Xxxxx together with
the President or Chief Financial Officer of Maxxcom.
5. Xxxxxxx Xxxxxx & Bogusky LLC ("CPB")
Restrictions created by the Company Agreement wherein Section 4.1
provides that, except to the extent otherwise provided for in the
Company Agreement, the powers of CPB shall be exercised by and under
the authority of, and the business and affairs of CPB shall be
managed under, the direction of the Managers of CPB. Notwithstanding
the foregoing or any other provisions of the Company Agreement to the
contrary, as long as Crispin & Xxxxxx Advertising, Inc. and CPB
Acquisition Inc. own Membership Interests the taking of any of the
following actions shall require the mutual agreement of Crispin &
Xxxxxx Advertising, Inc. and CPB Acquisition Inc.: the entering into
any business other than, or any transaction outside, the normal
business activities of CPB and related activities; and the creation
of or the modification of any borrowing or other encumbrance by CPB
or of any of the terms of any of the following financial arrangements
such as any security interest on any of CPB's assets (other than
purchase money security interests involving capital expenditures or
commitments which are not in excess of $50,000 per expenditure or
commitment or aggregating more than $200,000 during any calendar
year, except to the extent additional expenditures are provided for
in CPB's approved capital expenditure budget), or any guarantee by
CPB of the obligations of any Person. Such mutual agreement may be
obtained by a vote at a meeting of the Members at which CPB
Acquisition Inc. and Crispin & Xxxxxx Advertising, Inc. are present
or by the unanimous written consent of CPB.
6. Xxxxxxx Xxxxxx & Bogusky L.A., LLC ("CPB LA")
Restrictions created by the Company Agreement wherein Section 4.1
provides that, except to the extent otherwise provided for in the
Company Agreement, the powers of CPB LA shall be exercised by and
under the authority of, and the business and affairs of CPB LA shall
be managed under, the direction of the Managers of CPB LA.
Notwithstanding the foregoing or any other provisions of the Company
Agreement to the contrary, as long as Crispin & Xxxxxx Advertising,
Inc. and CPB Acquisition Inc. own Membership Interests the taking of
any of the following actions shall require the mutual agreement of
Crispin & Xxxxxx Advertising, Inc. and CPB Acquisition Inc.: the
entering into any business other than, or any transaction outside,
the normal business activities of CPB LA and related activities; and
the creation of or the modification of any borrowing or other
encumbrance by CPB LA or of any of the terms of any of the following
financial arrangements such as any security interest on any of CPB
LA's assets (other than purchase money security interests involving
capital expenditures or commitments which are not in excess of
$25,000 per expenditure or commitment or aggregating more than
$50,000 during any calendar year, except to the extent additional
expenditures are provided for in CPB LA's approved capital
expenditure budget), or any guarantee by CPB LA of the obligations of
any Person. Such mutual agreement may be obtained by a vote at a
meeting of the Members at which CPB Acquisition Inc. and Crispin &
Xxxxxx Advertising, Inc. are present or by the unanimous written
consent of CPB LA.
7. Xxxxxxxx Xxxxxx Xxxxx LLC ("FME LLC")
Restriction created by the Operating Agreement wherein Section 4.1
provides that, except to the extent otherwise provided for in the
Operating Agreement, the powers of FME LLC shall be exercised by and
under the authority of, and the business and affairs of FME LLC shall
be managed under, the direction of the Managers of FME LLC.
Notwithstanding the foregoing or any other provisions of the
Operating Agreement to the contrary, as long as Xxxxxxx Xxxxxx
Xxxxxxxx and/or Xxxxxxx Xxxxx, on the one hand, and FMA Acquisition
Co., on the other hand, own Membership Interests, the entering into
any business other than, or any transaction outside, the normal
business activities of FME LLC and related activities as well as any
decisions regarding borrowing by FME LLC and/or the encumbering of
the assets of FME LLC, shall require the mutual agreement of Xxxxxxx
Xxxxxx Xxxxxxxx and Xxxxxxx Xxxxx (or such of them that own
Membership Interests) on the one hand, and FMA Acquisition Co. on the
other hand, whether at a meeting of the members at which a quorum is
present, or by the written consent thereof.
8. Integrated Healthcare Communications, Inc. ("IHC")
Restrictions created by the Shareholders' Agreement wherein section
4.11 provides that unless otherwise resolved by the Board of
Directors of IHC, all contracts and documents binding IHC in respect
of (i) matters not in the ordinary course of business; (ii) any
disposition of assets of IHC with a fair market value in excess of
$50,000; or (iii) an amount in excess of $25,000 or series of amounts
over a six-month period in excess of $50,000 being paid to a person
non-arm's length with any of the shareholders of IHC shall require
the signature of one of the Chief Financial Officer or Chief
Executive Officer of Maxxcom together with the signature of any one
of the individual Shareholders.
Under section 5.5 of the Shareholders' Agreement, the Board of
Directors of IHC shall determine whether borrowings are required by
IHC, from whom such borrowings will be obtained and the terms and
conditions of such borrowing.
9. Interfocus Group Limited ("Interfocus")
Restriction created by the Shareholders' and Option Agreement among
Sevco 1156 Limited, Xxxxxxx Xxxxxx and Maxxcom Inc., wherein Part
II(3) of Schedule 4 provides that none of the following matters shall
be undertaken without the prior written consent of Maxxcom: (i) the
entry by Interfocus or any subsidiary of any new mortgage, loan or
borrowing facility or the variation of the terms of any such
fmancing; (ii) the giving of any guarantee (other than in relation to
the supply of goods or services in the normal course of trading) or
the creation or issue of any debenture, mortgage, charge or other
security (other than liens arising in the course of trading).
10. Margeotes/Xxxxxxxx + Partners LLC ("MF+P LLC")
Restriction created by the Company Agreement wherein Section 4.1
provides that, except to the extent otherwise provided for in the
Company Agreement, the powers of MF+P LLC shall be exercised by and
under the authority of, and the business and affairs of MF+P LLC
shall be managed under, the direction of the Managers of MF+P LLC.
Notwithstanding the foregoing or any other provisions of the Company
Agreement to the contrary, so long as both Margeotes/Xxxxxxxx +
Partners Inc. and MF+P Acquisition Co. own Membership Interests, the
entering into any business other than, or any transaction outside,
the normal business activities of MF+P LLC and related activities as
well as any decisions regarding borrowing by MF+P LLC and/or the
encumbering of the assets of MF+P LLC, shall require the unanimous
vote of all of the holders of Membership Interests, whether at a
meeting of the Members at which a quorum is present, or by written
consent.
11. Northstar Research Partners Inc. ("Northstar")
Restrictions created by Schedule A to pre-incorporation agreement
(the "Pre-Incorporation Agreement") dated July 2, 1998, as amended,
among MDC Communications Corporation (whose interest was subsequently
assigned to Maxxcom Inc. as of March 1, 2000), Xxxxxxx Tile, Xxxxxxx
Xxxxxx, Xxxxxxx Xxxxx and Northstar wherein Section 4.12 provides
that no decisions of the Board of Directors or the Shareholders of
Northstar with respect to the following matters shall be made without
the consent of a majority of the Shareholders other than Maxxcom: (i)
the establishment of any loan facilities; (ii) a loan to, or the
guarantee of obligations of, a third party; and (iii) the encumbrance
of any of the assets of Northstar except in the ordinary course of
business.
12. Source Marketing LLC ("Source LLC")
Restriction created by the Operating Agreement wherein Section 4.1(a)
provides that, except to the extent otherwise provided in the
Operating Agreement, the powers of Source LLC shall be exercised by
and under the authority of, and the business and affairs of Source
LLC shall be managed under the direction of the Managers of Source
LLC. Notwithstanding the foregoing or any other provisions of the
Operating Agreement to the contrary, as long as both Source
Marketing, Inc. (now Spruce Lake Inc.) and SMI Acquisition Co. own
Membership Interests, the entering into any business other than, or
any transaction outside, the normal business activities of Source LLC
and related activities as well as any decisions regarding borrowing
by Source LLC and/or the encumbering of the assets of Source LLC,
shall require the unanimous vote of all of the holders of Membership
Interests, whether at a meeting of the Members at which a quorum is
present or by written consent.
13. 656712 Ontario Limited (Strategies International)
Restriction created by the Shareholders' Agreement wherein section
4.11 provides that, unless otherwise resolved by the Board of
Directors, all contracts and documents binding Strategies
International in respect of: (i) matters not in the ordinary course
of business; (ii) matters in the ordinary course of business and
involving a series of amounts payable to the same party over a period
of six months in excess of $100,000; or (iii) an amount in excess of
$50,000 or a series of amounts over a six month period in excess of
$100,000 being paid to a person who does not deal at arm's length
with any of the shareholders of Strategies International shall
require the signature of one of the Maxxcom appointees together with
the signature of any one of the individual Shareholders of Strategies
International (other than Maxxcom).
14. TargetCom LLC
Restrictions created by the Company Agreement wherein Section 4.1
provides that, except to the extent otherwise provided for in the
Company Agreement, the powers of TargetCom LLC shall be exercised by
and under the authority of, and the business and affairs of TargetCom
LLC shall be managed under, the direction of the Managers of
TargetCom LLC. Notwithstanding the foregoing or any other provisions
of the Company Agreement to the contrary, as long as TargetCom Inc.
(now Comtar Inc.) and/or TC Acquisition Inc. owns Membership
Interests, the entering into any business other than, or any
transaction outside the normal business activities of TargetCom LLC
and related activities, as well as any decisions regarding borrowing
by TargetCom LLC and/or the encumbering of the assets of TargetCom
LLC, shall require the mutual agreement of TargetCom Inc. (now Comtar
Inc.) and TC Acquisition Inc. whether at a meeting of the Members at
which a quorum is present, or by the written consent of the Members.
15. Veritas Communications Inc. ("Veritas")
Restriction created by Shareholders' Agreement wherein section 4.10
provides that, unless otherwise resolved by the Board of Directors,
all contracts and documents binding Veritas in respect of matters not
in the ordinary course of business shall require the signature of one
of the Maxxcom appointees together with the signature of Xxxxxxx
Xxxxxxx.
Under section 5.5 of the Shareholders' Agreement, the Board of
Directors shall determine whether borrowings are required by Veritas,
from whom such borrowings will be obtained and the terms and
conditions of such borrowing.
SCHEDULE K
LOANS AND FINANCIAL ASSISTANCE TO SHAREHOLDERS
--------------------------------------------------------------------------------------------------------------------
LOAN MADE BY: LOAN MADE TO: AMOUNT:
--------------------------------------------------------------------------------------------------------------------
Maxxcom Inc.
Xxxxx Xxxxxx Cdn $74,515.33
Xxxx XxXxxxxx Cdn $68,635.32
S. Tile Cdn $100,000.00
Xxxxx Xxxxxxx Cdn $114,844.00
Xxxxxxx Xxxxx Cdn $18,449.00
Xxxx Xxxxxxxx Cdn $9,224.00
Xxxxxxxxx Xxxxxxxxx Cdn $18,449.00
Xxx Xxxxxxx Cdn $18,449.00
Doron Woticky Cdn $13,837.00
Xxxx Xxxxx Cdn $13,837.00
Xxxx Xxxxxx Cdn $87,573.74
Xxxxxxx Xxxxxxx Cdn $93,685.44
Xxxxxx Xxxxxx Cdn $132,120.72
Maxxcom Inc. (US) Xxxxxxx Xxxx US $89,420.17
Xxxxx Xxxxxx US $49,593.97
Xxxxxxx Xxxxxxxxx US $4,966.57
Xxx Xxx US $17,523.99
Xxxx Xxxxxx US $8,954.70
SCHEDULE L
OUTSTANDING, PENDING OR THREATENED LITIGATION, ARBITRATION OR
ADMINISTRATIVE PROCEEDINGS
1. Colle + XxXxx re Mosaic Retail Solutions
----------------------------------------
On December 9, 2002 action has been brought against Colle + XxXxx by
Mosaic Retail Solutions, Inc., in Orange County Superior Court of
California for an account stated and similar claims in the amount of
$50,000. Colle + XxXxx attempted, but failed to have the case
transferred to Minnesota, but has indicated that the claimed amount
of $50,000 is disputed and that it intends to vigorously defend the
action.
2. Cormark XxxXxxx Communication Solutions (Canada) Inc. and XxxXxxx +
Partners Inc.
-------------------------------------------------------------------
XxxXxxx & Partners Inc. ("XxxXxxx") performed services for Cormark
XxxXxxx Communication Solutions (Canada) Inc. ("Cormark") during the
period 2000 and 2001. XxxXxxx insists that it is entitled to
approximately $ 100,000 in payment for these services, based on a
verbal agreement with Cormark's previous president. Cormark
acknowledges certain charges for services from XxxXxxx of
approximately $ 25,000. Although XxxXxxx has threatened legal action,
Cormark has, to date, never received any correspondence from XxxXxxx
with respect to this matter.
3. Source Marketing LLC -- Employment of Xxxx Xxxxxx
-------------------------------------------------
On May 2003, action was brought against Source Marketing LLC
("Source") by Xxxx Xxxxxx ("Xxxxxx"), a former employee of Source,
for amounts owed in connection with her employment agreement. In May
2002, Source terminated Xxxxxx for cause, pursuant to her employment
agreement. Xxxxxx claims she was terminated without cause and is
seeking approximately US $283,000 representing unpaid salary for the
balance of the contract term. The parties have agreed to an
arbitrator and are currently and each party is in the process of
providing the arbitrator with the requested information.
Source intends on defending their position as described above and
believes that no monies will be payable as a result of the
arbitration.
SCHEDULE M
JURISDICTION OF INCORPORATION
PROPERTY, PLACES OF BUSINESS/LOCATION OF REGISTERED OFFICE AND
PLACES FROM WHICH ACCOUNTS RECEIVABLE ARE BILLED
--------------------------------------------------------------------------------------------------------------------
RESTRICTED PARTY JURISDICTION OF PLACE(S) OF
INCORORATION BUSINESS/LOCATION OF
REGISTERED OFFICE
--------------------------------------------------------------------------------------------------------------------
Maxxcom Inc. Ontario 00 Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx
Xxxxxx, X0X 0X0
1220777 Ontario Limited Ontario 00 Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx
Xxxxxx, X0X 0X0
000000 Xxxxxxx Xxxxxxx Xxxxxxx 000 Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx
Accumark Promotions Group, Inc. Ontario 000 Xxxxxx Xxxx Xxxx
Xxxxx 000 & 105
North York, Ontario
Canada, M3V 1O4
Xxxxxxx Can Xxxxxx Xxxxxxx Inc. Ontario 000 Xxxxxxxx Xxxxxx Xxxx
Xxxxx 000
Xxxxxxx, Xxxxxxx
Xxxxxx, X0X 0X0
Xxxxx Xxxxx Group Ltd. Ontario 0000 Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx
Xxxxxx, X0X 0X0
Cormark Communications Inc. Ontario 00 Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx
Xxxxxx, X0X 0X0
Veritas Communications Inc. Ontario 000 Xxxxxxxx Xxxxxx Xxxx
Xxxxx 000
Xxxxxxx, Xxxxxxx
Integrated Healthcare Communications, Ontario 000 Xxxxxxxx Xxxxxx Xxxx
Inc. Xxxxx 000
Xxxxxxx, Xxxxxxx
Xxxxxx, X0X 0X0
Northstar Research Partners Inc. Ontario Head Office
000 Xxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxx
0 Xxxxx Xxxxxx
Xxxxx 000
Xxx Xxxx, XX 00000
Chrysler Building
0000 Xxxxxx Xxxxxx Xxxxx, Xxxx 000
Xxxxxx, Xxxxxxxxxx
XXX 00000
Northstar Research Partners UK Limited 000 Xxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxx
Maxxcom Interactive Inc. Ontario 00 Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx
X0X 0X0
Xxxxxxxx + Partners Communications Ltd. Ontario 00 Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx
X0X 0X0
Xxxxxx Xxxxxxx Communications Inc. Ontario Head Xxxxxx
00 Xxxxx Xxxxxxx Xxxxxx
Xxxxx 000X & 000
Xxxxxxx, Xxxxxxx
X0X 0X0
00 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxx
X0X 0X0
000 Xxxx-Xxxxxxxx Xxxxxxxxx Xxxx
16th & 17th Floor
Montreal, Quebec
1385544 Ontario Limited Ontario 00 Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx
X0X 0X0
2026646 Ontario Limited Ontario 00 Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx
X0X 0X0
Maxxcom Inc. (US) Delaware Registered Office
Corporation Service Company
0000 Xxxxxxxxxxx Xx., Xxxxx 000
Xxxxxxxxxx, Xxxxxxxx 00000
Colle & XxXxx, Inc. Minnesota 0000 Xxxxxxxxxx Xxxx Xxxx.
Xxxxxxxxxxx, Xxxxxxxxx 00000
MF + P Acquisition Co. Delaware Registered Office
Corporation Service Company
0000 Xxxxxxxxxxx Xx., Xxxxx 000
Xxxxxxxxxx, Xxxxxxxx 00000
Margeotes/Xxxxxxxx + Partners LLC Delaware 000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx
SMI Acquisition Co. Delaware Registered Office
Corporation Service Company
0000 Xxxxxxxxxxx Xx., Xxxxx 000
Xxxxxxxxxx, Xxxxxxxx 00000
Source Marketing LLC New York 00 Xxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx
XXX 00000
Accent Acquisition Co. Delaware Registered Office
Corporation Service Company
0000 Xxxxxxxxxxx Xx., Xxxxx 000
Xxxxxxxxxx, Xxxxxxxx 00000
Accent Marketing Services, L.L.C. Delaware Head Xxxxxx
000 X. Xxxx Xxxxxx
Xxxxx 0000
Xxxxxxxxxx, Xxxxxxxx 00000
Customer Contact Center
000 Xxxx Xxxx Xxxxxxxxx
Xxxxx 0
Xxx Xxxxxx, Xxxxxxx 00000
Customer Contact Center
0000 X.X. 000xx Xxxxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
Customer Communications Center
0000 Xxxxxx Xxxxxxx, Xxxx. #0
Xxxxxx Xxxxx, Xxxxxxx 00000
Customer Contact Center
0000 Xxxxx Xxxx Xxxx.
Xxxxxxxxxxx, Xxxxxxx 00000
Customer Contact Center
000 Xxxx Xxx 00, Xxxx Xxxx
Xxxxxxx, XXX 00000
Customer Contact Center
000 Xxxxxx Xxxxxx
Xxxx Xxxxxx, Xxxxxxx 00000
Sales Xxxxxx
0000 Xxxx Xxxx Xxxx Xxxx
Xxxxxxx, Xxxxxxx 00000
ASI Xxxxxx
000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxxxxxx, Xxxxxxx 00000
FMA Acquisition Co. Delaware Registered Office
Corporation Service Company
0000 Xxxxxxxxxxx Xx., Xxxxx 000
Xxxxxxxxxx, Xxxxxxxx 00000
Xxxxxxxx Xxxxxx Xxxxx LLC Delaware 000 Xxxxxxxxx Xxxxxx Xxxxxx
Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Maxxcom (Nova Scotia) Corp. Nova Scotia Registered Xxxxxx
0000-0000 Xxxxxx Xxxxxx
Xxxxxxx, Xxxx Xxxxxx
X0X 0X0
Maxxcom (USA) Finance Company Delaware Registered Office
Corporation Service Company
0000 Xxxxxxxxxxx Xx., Xxxxx 000
Xxxxxxxxxx, Xxxxxxxx 00000
Maxxcom (USA) Holdings Inc. Delaware Registered Office
Corporation Service Company
0000 Xxxxxxxxxxx Xx., Xxxxx 000
Xxxxxxxxxx, Xxxxxxxx 00000
TC Acquisition Inc. Delaware Registered Office
Corporation Service Company
0000 Xxxxxxxxxxx Xx., Xxxxx 000
Xxxxxxxxxx, Xxxxxxxx 00000
Targetcom LLC Delaware 000 Xxxxx Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Xxx Xxxxxx, Xxxxx Xxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX XXX 94105
Mackenzie Marketing, Inc. Delaware 000 X. Xxxxxxx 000, Xxxxx 000
Xxxxxxxxxxx, XX 00000
Xxxxxxxx Direct, Inc. Delaware 000 Xxxxxxxxx Xx., 0xx Xx.
Xxx Xxxx, Xxx Xxxx 00000
Interfocus Group Limited England & Wales Xxxxxxxxxx Xxxxx
Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxx
X0 0XX
Bratskeir & Company, Inc. Delaware 000 Xxxxxxxxx Xx., 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
CPB Acquisition Inc. Delaware Registered Office
Corporation Service Company
0000 Xxxxxxxxxxx Xx., Xxxxx 000
Xxxxxxxxxx, Xxxxxxxx 00000
Xxxxxxx Xxxxxx & Bogusky LLC Delaware 0000 Xxxx Xxxxxx, Xxxxx 000
Xxxxxxx Xxxxx, Xxxxxxx
XXX 00000
Xxxxxxx Xxxxxx & Bogusky L.A. LLC Delaware 000 Xxxxxxxxx Xxxxxx
Xxxxx, Xxxxxxxxxx XXX 00000
Interfocus Technology Group Limited England & Wales Xxxxxxxxxx Xxxxx
Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxx X0 0XX
Interfocus Network Limited England & Wales Xxxxxxxxxx Xxxxx
Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxx X0 0XX
Interfocus Direct Limited England & Wales Xxxxxxxxxx Xxxxx
Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxx X0 0XX
Interfocus Technology Limited England & Wales Xxxxxxxxxx Xxxxx
Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxx X0 0XX
Oval (1873) Limited England & Wales 2 Temple Back Xxxx
Xxxxxx Xxxx
Xxxxxxx XX0 0XX
Interfocus Technology USA, Inc. California c/o Good, Xxxxxxx, Hegness &
Xxxxxx
0000 Xxxxxx Xxxxx
Xxxxxxx Xxxxx, Xxxxxxxxxx
00000 - 2181
SCHEDULE N
CAPITAL STRUCTURE
--------------------------------------------------------------------------------------------------------------------
RESTRICTED PARTY SHAREHOLDER NUMBER OF SHARES
or OWNED or PERCENT INTEREST
MEMBER
--------------------------------------------------------------------------------------------------------------------
Maxxcom Inc. MDC Corporation Inc. 49,098,962
1220777 Ontario Limited Maxxcom Inc. 1 Common Share
2026646 Ontario Limited Maxxcom Inc. 1 Common Share
656712 Ontario Limited Maxxcom Inc. 765 Common Shares
M. & X. Xxxxxx Holdings Ltd. 135 Common Shares
Accumark Promotions Group Inc. Xxxxxx Xxxxx 2,268 Class A Shares, 522 Class
C Shares
Xxxxxxxx Xxxxx 607 Class A Shares, 1,643 Class
C Shares
Xxxxx Xxxxxx 5,040 Class A Shares
Xxxxx Xxxxx 647 Class A Shares, 4,393 Class
C Shares
Xxxxx Xxxxxx 5,040 Class C Shares
Maxxcom Inc. 560 Class A Shares, 200 Class B
Shares, 1,680 Class C Shares
Xxxxxxx Xxxx Xxxxxx Xxxxxxx Inc. Maxxcom Inc. 100,000 Common Shares
Xxxxx Xxxxx Group Ltd. Xxxxx Xxxxxxxxx 1,800 Class B Voting Shares
Xxxx Xxxxxx 950 Class B Voting Shares
Xxxxx Xxxxxxx 450 Class B Voting Shares
Maxxcom Inc. 6,800 Class B Voting Shares
Xxxxxxxx + Partners Communications Ltd. Cormark Communications Inc. 50 Preference Shares
Maxxcom Inc. 1,000 Common Shares
Cormark Communications Inc. Maxxcom Inc. 10,000 Common Shares
Xxxxxx Xxxxxxx Communications Inc. Xxxxx Xxxxxx 492,363 Class A Common Shares
Xxxxxxx Xxxxx 539,008 Class A Common Shares
Xxxx Xxxxx 295,414 Class A Common Shares
Doron Woticky 328,081 Class A Common Shares
Xxxx Xxxxxxxx 233,260 Class A Common Shares
Xxx Xxxxxxx 500,014 Class A Common Shares
Xxxx XxXxxxxx 64,325 Class A Common Shares
Xxxxxxxxx Xxxxxxxxx 470,583 Class A Common Shares
Xxxxx Xxxxxxx 2,233,578 Class A Common Shares
Xxxxxxxx & Partners Communications 9,611,200 Class A Common Shares
Ltd.
1385544 Ontario Limited 2,180,104 Class A Common Shares
2026646 Ontario Limited 339,743 Class A Common Shares
Xxxxx Xxxxxxxxx 237,498 Class A Common Shares
FinanciPre Banque Nationale in trust 251,840 Class A Common Shares
for Xxxxxx Xxxxxxxxxxx
Xxxxxx Xxxxxxxxxxx 400,201 Class A Common Shares
Xxxxxx Xxxxxx 303,000 Class A Common Shares
Les Placements G4B inc. 772,281 Class A Common Shares
Xxx Xxxxxxxx 127,615 Class A Common Shares
Pertinence inc. 235,341 Class A Common Shares
Courtage B escompte Banque Nationale 42,754 Class A Common Shares
in trust for Xxxxx Xxxxxxx
Le FinanciPre Banque Nationale in 58,581 Class A Common Shares
trust for Xxxxxxx Xxxxxx
Xxxxx Xxxxxxxxx 240,691 Class A Common Shares
Tericon Corporation 1,562,076 Class A Common Shares
Xxxxxxxxxx Xxxxxxxx 162,247 Class A Common Shares
Xxxxxxx Xxxxxx 744 Class A Common Shares
Xxxxx Xxxxxxx 3,611 Class A Common Shares
Xxxxx Xxxxxxxx 321,682 Class A Common Shares
Xxxxxx XxxXxxxxxx 86,219 Class A Common Shares
Xxxx Xxxxxxxxx 50,000 Class A Common Shares
Xxx Xxxxxxxx - RRSP 100,000 Class A Common Shares
Xxxxxxxxx Xxxxxxxxxx 45,000 Class A Common Shares
Pierre St. Amand 25,000 Class A Common Shares
Xxxxx Xxxxxxxx 25,000 Class A Common Shares
Veritas Communications Inc. Tericon Corporation 282 Common Shares
Xxxxxxx Xxxxxxx 130 Common Shares
Maxxcom Inc. 588 Common Shares
Integrated Healthcare Communications, Inc. Xxxxx Xxxxxxx 20 Common Shares
Xxxxxx Xxxxxx 10 Common Shares
Maxxcom Inc. 70 Common Shares
Northstar Research Partners Inc. Xxxxxxx Xxxxx 250 Common Shares 3,125 Class B
Shares
Xxxxxxx Xxxxxx 250 Common Shares 3,125 Class B
Shares
Maxxcom Inc. 846 Common Shares 90,000 Class
A Shares
Xxxxxxx Tile 300 Common Shares 3,750 Class B
Shares
Xxxxx Xxxxxxx-Xxxxxxxx 42 Common Shares 500 Class B
Shares
Maxxcom Interactive Inc. Maxxcom Inc. 1 Common Share
1385544 Ontario Limited Maxxcom Inc. 1 Common Share
417,730 Preferred "A" Shares
417,730 Preferred "B" Shares
835,459 Preferred "C" Shares
127,296 Preferred "D" Shares
127,296 Preferred "E" Shares
254,593 Preferred "F" Shares
Maxxcom Inc. (US) Maxxcom Inc. (Ontario) 85 Common Stock
Maxxcom (Nova Scotia) Corp. 15 Common Stock
MF + P Acquisition Co. Maxxcom (USA) Holdings Inc. 000 Xxxxxx Xxxxx
XXX Xxxxxxxxxxx Xx. Xxxxxxx (XXX) Holdings Inc. 350 Common Stock
Colle & XxXxx, Inc. Maxxcom (USA) Holdings, Inc. 267,710 Class A Shares
66,927 Class B Shares
Accent Acquisition Co. Maxxcom (USA) Holdings Inc. 000 Xxxxxx Xxxxx
XXX Xxxxxxxxxxx Xx. Xxxxxxx (XXX) Holdings Inc. 320 Common Stock
Maxxcom (Nova Scotia) Corp. Maxxcom Inc. 15,000 Common Shares
Maxxcom (USA) Finance Company Maxxcom Inc. (US) 850 Common Stock
Maxxcom (Nova Scotia) Corp. 150 Common Stock
300,000 Series A Redeemable
Preferred Stock
Maxxcom (USA) Holdings Inc. Maxxcom Inc. (US) 100 Common Stock
Margeotes/Xxxxxxxx + Partners LLC MF + P Acquisition Co. 80%
Margeotes/Xxxxxxxx Partners Inc. 20%
Source Marketing LLC SMI Acquisition Co. 81.50%
Spruce Lake Inc. 18.50%
Accent Marketing Services, L.L.C. Accent Acquisition Co. 50.10%
AMS Holdings Inc. 38.37%
Xxx Xxxxxx 0.50%
Xxxxxxx Xxxxxxx 0.20%
Xxxxx Xxxxxxxx 0.03%
Xxx Xxxxx 0.08%
Xxxxx Xxxxxxxxxx 0.04%
Xxx Xxxxxxxx 0.08%
Xxxx Xxxxx 4.30%
Xxxxxxxxxxx Xxxx 1.15%
Xxxxx Xxxxx 1.60%
Xxxxx Xxxxxxxxx 1.60%
Xxxx Xxxxxx 0.45%
Xxxxxxx Xxxxx 0.50%
Xxxxx Xxxx 0.50%
Xxxxx Xxxxxx 0.50%
Xxxxxxxx Xxxxxx Xxxxx LLC FMA Acquisition Co. 70%
Xxxxxxx Xxxxxx Xxxxxxxx 15%
Xxxxxxx Xxxxx 15%
TC Acquisition Inc. Maxxcom (USA) Holdings Inc. 1 Common Stock
TargetCom LLC TC Acquisition Inc. 80%
Comtar Inc. 20%
Mackenzie Marketing, Inc. Maxxcom (USA) Holdings Inc. 100 Common Stock
Xxxxxxxx Direct, Inc. Maxxcom (USA) Holdings Inc. 1 Common Stock
Interfocus Group Limited Xxxxxxx Xxxxxx 34,600 "A" ordinary shares
Maxxcom Inc 61,300 "B" ordinary shares
5,334,685 "C" ordinary shares
Xxxxxxxx Xxxx 625 "A" ordinary shares
Xxxxxxx Xxxxxx 990 "A" ordinary shares
Xxxxxxx Xxxxx 1,120 "A" ordinary shares
Xxxxxxxxxxx Zandonati 7,452 "A" ordinary shares
Xxxxxx Xxxxx 990 "A" ordinary shares
Xxxx Xxxxx 450 "A" ordinary shares
Bratskeir & Company, Inc. Maxxcom (USA) Holdings, Inc. 100 Common Stock
CPB Acquisition Inc. Maxxcom (USA) Holdings Inc. 100 Common Stock
Xxxxxxx Xxxxxx & Bogusky LLC CPB Acquisition Inc. 49.00%
Crispin & Xxxxxx Advertising, Inc.
50.00%
Xxxxxxx Xxxxxx 0.36%
Xxxx Xxxxxxx 0.27%
Xxxx Xxxxx 0.27%
Xxxx Xxxxxxxxx 0.10%
Xxxxxxx Xxxxxx & Bogusky L.A., LLC CPB Acquisition Inc. 49.00%
Crispin & Xxxxxx Advertising, Inc.
50.00%
Xxxxxxx Xxxxxx 0.36%
Xxxx Xxxxxxx 0.27%
Xxxx Xxxxx 0.27%
Xxxx Xxxxxxxxx 0.10%
Interfocus Technology Group Limited Interfocus Network Limited 14,250 ordinary shares
3,750 C class shares
Interfocus Network Limited Oval (1873) Limited 25,000 Ordinary Shares
Interfocus Direct Limited Interfocus Network Limited 142,856 Ordinary Shares
Interfocus Technology Limited Interfocus Direct Limited 600,000 Ordinary Shares
Interfocus Technology USA, Inc. Interfocus Technology Group Limited 40,000 Common Shares
Oval (1873) Limited Maxxcom Inc. 1 Ordinary Share
SCHEDULE O
PENSION PLANS
PENSION PLANS
I. Canadian Plans
--------------
Nil
II. Foreign Plans
-------------
Interfocus Network Limited ("Interfocus")
Interfocus does not maintain company-directed pension plans, but does
contribute to several group/individual pension plans as follows:
1. Plan involving four (4) employees of Interfocus under the
administration of Scottish Life Assurance Company. Under
this plan, employees may direct contributions and the
Interfocus contribution is equal to five percent (5%) of
each employee's salary per annum.
SCHEDULE P
DEFERRED PURCHASE PRICE OBLIGATIONS
----------------------------------------------------------------------------------------------------------------------
Company Payable July 31, 2003 Payable after December 31, 2003
----------------------------------------------------------------------------------------------------------------------
Part 1 - Non-contingent
Deferred Purchase Price
Obligations
----------------------------------------------------------------------------------------------------------------------
Maxxcom Inc. re: Xxxxxx C$446,315 plus interest C$446,315 plus interest
Xxxxxxx(Les Placements
G4b Inc.)
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
Part 2 - Contingent
Deferred Purchase Price
Obligations
----------------------------------------------------------------------------------------------------------------------
Bratskeir & Company, Inc. None. Fourth contingent payment ("FOCP"):
{{25% * (2003 EBIT> $1,600,000 but
$2,100,000)} + {40% * (2003 EBIT>
$2,100,000)}}.
----------------------------------------------------------------------------------------------------------------------
1220777 Ontario Limited None. Contingent promissory note, dated March
14, 1997, of $500,000 (plus interest
since March 14, 1997) re: News Canada
acquisition. Payable to News Group
Limited within 30 days of the Finalized
Assessment Date subject to deduction
for tax assessments and costs.3
----------------------------------------------------------------------------------------------------------------------
Source Marketing LLC First Interim Payment ("FIP") equal to Final Interim Payment ("FIP") equal to
(re: The Marketing Department) equal to US$40,000 x AM.2 US$40,000 x AM.4
and
Second Interim Payment ("SIP") equal to
US$40,000 x AM.2
----------------------------------------------------------------------------------------------------------------------
Xxxxxxx Xxxxxx & Bogusky LLC Third Contingent Payment ("TCP") equal to: None.
{{{49%x(AM x (2000PBT+2001 PBT
+2002PBT/3))} - (CP+FCP+SCP)}
- RDP}.1
----------------------------------------------------------------------------------------------------------------------
(Chart continued)
------------------------------------------------------------------
Company Payable after December 31, 2004
------------------------------------------------------------------
Part 1 - Non-contingent
Deferred Purchase Price
Obligations
------------------------------------------------------------------
Maxxcom Inc. re: Xxxxxx None.
Xxxxxxx(Les Placements
G4b Inc.)
------------------------------------------------------------------
------------------------------------------------------------------
Part 2 - Contingent
Deferred Purchase Price
Obligations
------------------------------------------------------------------
Bratskeir & Company, Inc. Fifth contingent payment ("FICP"):
[[25% * (2004 EBIT> $1,600,000 but <
$2,100,000)} + {40% * (2004 EBIT>
$2,100,000)}}.
-------------------------------------------------------------------
1220777 Ontario Limited None.
-------------------------------------------------------------------
Source Marketing LLC None.
(re: The Marketing Department)
-------------------------------------------------------------------
Xxxxxxx Xxxxxx & Bogusky LLC None.
-------------------------------------------------------------------
Notes and definitions for Part 2
1 80% of the payments are payable in cash and the balance is payable in
Maxxcom Inc. shares.
2 75% of the payments are payable in cash and the balance is payable in
Maxxcom Inc. shares.
3 This payment date, if any, is likely sometime after March 14, 2004.
Glossary of Terms: The following terms have the following meanings each as
defined in the applicable purchase agreement:
- "AM" means "Applicable Multiple".
- "CP" means "Closing Payment".
- "FCP" means "First Contingent Payment".
- "SCP" means "Second Contingent Payment".
- "PBT" means "Profit Before Tax".
- "RDP" means "Residual Downpayment".
- "EBIT" means "Earnings Before Interest and Taxes".
- Mathematical symbols:
* "-" means subtract or minus;
* "+" means add or plus;
* "*" means multiply or times;
* "%" means percent.
* "/" means divide by; and
* "=" means equals or equal to.
SCHEDULE R
RESTRICTED PARTY PURCHASE AGREEMENTS
1. ACCENT MARKETING SERVICES, L.L.C.
(a) Membership Interest Purchase Agreement by and among MDC
Corporation Inc. ("MDC"), Maxxcom Inc. ("Maxxcom"), Accent
Acquisition Co. (the "Purchaser"), AMS Holdings, Inc. (the
"S-Corp"), Xxx Xxxxxx ("Xxxxxx"), Xxxxxxx Xxxxxxx
("Xxxxxxx"), Xxxxx Xxxxxxxx ("Xxxxxxxx"), Xxx Xxxxx
("Xxxxx"), Xxxxx Xxxxxxxxxx ("Xxxxxxxxxx") and Xxx Xxxxxxxx
("Doligale") (together with Hansen, Robbins, Xxxxxxxx, Xxxxx
and Schwertley, collectively referred to herein as the
"Principals" and individually as a "Principal") dated as of
October 31, 1999.
(b) Membership Interest Purchase Agreement dated May 8, 2001 by
and among Accent Marketing Services, L.L.C. ("Purchaser"),
Pro-7 Inc. and Xxxx Xxxxxxx ("Xxxxxxx") whereby the
Purchaser purchased 40% of the Membership Interest in Mo'
Better Marketing LLC (the "Company").
2. ACCUMARK PROMOTIONS GROUP INC.
(a) Share Purchase Agreement by and between MDC Corporation (the
"Purchaser"), G. Kightley Group Inc. ("Kightley"), Edworth
Holdings Inc. ("Kightley Holdco"), Xxxxxx Kightley ("Xxxxxx
Kightley"), Xxxxx Xxxxxx ("Xxxxxx"), X. Xxxxxx Promotions
(Canada) Ltd. ("Xxxxxx Promotions"), Xxxxxx Xxxxx and
Xxxxxxxx Xxxxx (collectively "Green"), Green Group Marketing
Ltd. ("Green Group"), X. Xxxxx Group Inc. ("Xxxxx Group"),
Xxxxxx Xxxxxxxx ("Beneteau") and Beneteau & Associates Inc.
("Beneteau & Associates") dated as of November 24, 1993.
(b) On April 17, 2000 Maxxcom acquired the shares of Xxxxxx
Kightley in Accumark Promotions Group via his termination as
per Maxxcom's right under the Shareholders' Agreement.
(c) Share Exchange Agreement by and between Xxx Xxxxx ("X.
Xxxxx") and Maxxcom Inc. dated March 23, 2000.
(d) Share Exchange Agreement by and between Xxxxxxxx Xxxxx ("X.
Xxxxx") and Maxxcom Inc. dated March 23, 2000.
(e) Share Exchange Agreement by and between Xxxxx Xxxxx
("Xxxxx") and Maxxcom Inc. dated March 23, 2000.
(f) Share Exchange Agreement by and between Xxxxx Xxxxxx
("Xxxxxx") and Maxxcom Inc. dated March 23, 2000.
(g) Share Exchange Agreement by and between Xxxxx Xxxxxx
("Xxxxxx") and Maxxcom Inc. dated March 23, 2000.
3. XXXXXX XXXXXXX COMMUNICATIONS INC.
(a) Share Purchase Agreement by and between MDC Corporation (the
"Purchaser") and Xxxxxxx X. Xxxxxxxxxxxx ("Xxxxxxxxxxxx")
and Xxxxx X. Xxxxxxx ("Xxxxxxx") (Xxxxxxxxxxxx and Xxxxxxx
collectively referred to as the "Vendors") dated July 31,
1992.
(b) Release of Xxxxxxx X. Xxxxxxxxxxxx ("Billinghurst") to MDC
Communications Corporation ("MDC") evidencing purchase of
499 Common Shares in the capital of LBJ Advertising Limited
from Billinghurst by MDC dated February 28, 1997. Terms of
this acquisition are set out in the Share Purchase Agreement
dated July 31, 1992.
(c) Direction of MDC Communications Corporation ("MDC") to Xxxxx
Xxxxxxx ("Xxxxxxx") evidencing the sale of 249 Common Shares
in the capital of LBJ Advertising Limited by MDC to Xxxxxxx
dated February 28, 1997.
(d) Share Purchase Agreement by and between MDC Communications
Corporation (the "Purchaser") and Xxxxxxx Xxxxxxxxx
("Xxxxxxxxx") and Doron Woticky ("Woticky") and Xxxx Xxxxx
("Xxxxx") and Xxx Xxxxxx ("Xxxxxx") and Xxxx Xxxxxxxx
("Xxxxxxxx") and Xxxxxxx Xxxxxxx ("Xxxxxxx") and Xxxxx
Xxxxxx ("Xxxxxx") and Xxxxxxx Xxxxxx ("Xxxxxxx Xxxxxx")
(Xxxxxxxxx, Woticky, Kovar, Hebert, Laudadio, Freeman,
Xxxxxx and Xxxxxxx Xxxxxx collectively referred to as the
"Vendors") dated June 6, 1997.
(e) Share Purchase Agreement by and between MDC Communications
Corporation (the "Vendor") and Xxxxx Xxxxxxx ("Xxxxxxx") and
Xxxxxxx Xxxxxxxxx ("Xxxxxxxxx") and Xxxxx Woticky
("Woticky") and Xxxx Xxxxx ("Xxxxx") and Xxx Xxxxxx
("Xxxxxx") and Xxxxxxx Xxxxx ("Xxxxx") and Xxxx Xxxxxxxx
("Xxxxxxxx") and Xxxxx Xxxxxx ("Xxxxxx") (Johnson,
Battaglia, Woticky, Kovar, Hebert, Brott, Laudadio, and
Xxxxxx collectively referred to as the "Purchasers") dated
June 6, 1997.
(f) Share Purchase Agreement by and between LBJoFRB
Communications Inc. ("LBJoFRB") and MDC Corporation Inc.
("MDC") and Maxxcom Inc. ("Maxxcom") and 1385544 Ontario
Limited ("Maxxcom Acquisition Co.") and Xxxxx Xxxxxxx
("Xxxxxxx") and Tericon Corporation ("Xxxxxxx Holdco") and
The Persons Listed on Schedules IA, 1B and 1C, being all of
the shareholders of Xxxxxx & Associes Inc. immediately
before the completion of the transactions contemplated by
this agreement ("Xxxxxx Shareholders") and The Persons
Listed on Schedule 2 being the principal shareholders of
Xxxxxx & Associes Inc. immediately before the completion of
the transactions contemplated by this agreement ("Principal
Xxxxxx Shareholders") and The Persons Listed on Schedule 4
being all of the shareholders of LBJoFRB (other than Maxxcom
and Xxxxxxx) immediately before the completion of the
transactions contemplated by this agreement ("LBJoFRB
Management") dated as of December 6, 1999.
(g) Share Exchange Agreement by and between Xxxxx Xxxxxx
("Xxxxxx") and Maxxcom Inc. dated March 23, 2000.
(h) Share Exchange Agreement by and between Xxxxxxx Xxxxx
("Xxxxx") and Maxxcom Inc. dated March 23, 2000.
(i) Share Exchange Agreement by and between Xxxx Xxxxx ("Xxxxx")
and Maxxcom dated March 23, 2000.
(j) Share Exchange Agreement by and between Xxxx Xxxxxxxx
("Xxxxxxxx") and Maxxcom Inc. dated March 23, 2000.
(k) Share Exchange Agreement by and between Xxx Xxxxxxx
("Xxxxxxx") and Maxxcom Inc. dated March 23, 2000.
(l) Share Exchange Agreement by and between Xxxxxxxxx Xxxxxxxxx
("Xxxxxxxxx") and Maxxcom Inc. dated March 23, 2000.
(m) Share Exchange Agreement by and between Xxxxx Xxxxxxx
("Xxxxxxx") and Maxxcom Inc. dated March 23, 2000.
(n) Share Purchase Agreement by and between Maxxcom Inc. (the
"Purchaser") and Xxxxxx Xxxxxx ("Vendor") dated as of April
21, 2000.
(o) Share Purchase Agreement by and between Maxxcom Inc. (the
"Purchaser") and Xxxxxxxx Xxxxxxxx ("Vendor") dated as of
April 21, 2000.
(p) Share Purchase Agreement by and between Those Parties Listed
on Schedule "A" Hereto (Maxxcom Inc., Tericon Inc., Xxxxx
Xxxxxxx, Les Placements G4B Inc., Xxxxxx XxxXxxxxxxx, Xxxxx
Xxxxxx, Pertinence Inc., Xxx Xxxxxx, Xxxxxxx Xxxxx, Xxxx
Xxxxx, Xxxxxx Xxxxxx, Xxxx Xxxxxxxx, Xxxxxxxxx Xxxxxxxx,
Xxxxx Xxxxxxx, Xxxx XxXxxxxx, Xxxxxxx Xxxxxx, Xxxxxx Xxxxxx,
Xxxxx Xxxxxxxx, 1385544 Ontario Limited and MDC Corporation)
(collectively the "Purchaser") and Xxxxxxxx Xxxxxxx
("Vendor") dated as of August 1, 2000.
(q) Share Purchase Agreement by and between Xxxxxx Xxxxxxx
Communications Inc. (the "Purchaser") and Maxxcom Inc.
(the"Vendor") dated April21, 2000.
(r) Share Pledge Agreement by and between Maxxcom Inc.
(the"Holder") and Xxxx XxXxxxxx (the "Debtor") dated May 15,
2000.
(s) Share Purchase Agreement by and among Maxxcom Inc., 2026646
Ontario Limited, and other shareholders as listed in the
Agreement dated May 15, 2003.
4. XXXXXXX XXXX XXXXXX XXXXXXX INC.
(a) Share Purchase Agreement by and between MDC Corporation (the
"Purchaser") and Xxxxxx Xxxxxxx ("Xxxxxxx") and Xxxx Xxxx
("Xxxx") and Xxxxxxx Xxxxxx ("Xxxxxx") (Xxxxxxx, Xxxx and
Xxxxxx collectively referred to as the "Vendors") dated
December 1, 1991.
(b) Share Purchase Agreement by and between Xxxxxx Xxxxxxx
("Xxxxxxx") and Xxxx Xxxx ("Xxxx") and Xxxxxx Xxxx
("Xxxxxx") and Xxxxxxx Xxxxxx ("Xxxxxx") and Xxxxxxx Xxxxxx
("Xxxxxxx") (collectively the "Vendors") and MDC Corporation
(the "Purchaser") dated January 31, 1995.
(c) Share Purchase Agreement by and between Xxxxxx Xxxxxxxx
("Kingston") and Xxxxx Xxxxxxxx ("Xxxxx") and MDC
Corporation (the "Purchaser") dated January 31, 1995.
(d) Share Purchase Agreement by and between Xxxxxx Xxxxxxx
("Xxxxxxx") and Xxxx Xxxx ("Xxxx") and Xxxxxx Xxxx ("Xxxx")
(collectively the "Vendors") and MDC Communications
Corporation (the "Purchaser") dated June 24, 1996.
(e) Subscription Agreement from Xxxx Xxxxxxx to purchase an
aggregate of 11,112 common shares in the capital of Xxxxxxx
Xxxx Xxxxxx Xxxxxxx Inc. dated as of October 23, 1996.
(f) Share Purchase Agreement by and between MDC Communications
Inc. (the "Vendor") and Xxxx Xxxxxxx (the "Purchaser") dated
as of January 2, 1998.
(g) Share Purchase Agreement by and between MDC Communications
Inc. (the "Vendor") and Xxxxx Xxxxxxx (the "Purchaser")
dated as of January 2, 1998.
(h) Consent letter of Xxxxxxx Xxxx Xxxxxx Xxxxxxx ("ACLC") (per
Esme Xxxxxxx, Xxxxxxx Xxxxxx, Xxxxxxx So and Xxxxx Xxxxxxx)
evidencing consent to the acquisition by Maxxcom Inc. of all
of MDC Corporation Inc.'s common shares in the issued and
outstanding capital of ACLC dated March 22, 2000.
(i) Share Purchase Agreement by and between Maxxcom Inc.
("Maxxcom") and Xxxxxxx Xxxxxx ("Xxxxxx") and MDC
Corporation Inc. ("MDC") dated as of March 24, 2000.
(j) Share Purchase Agreement by and between Maxxcom (as
Purchaser) and Xxxx Xxxxxxx (as Vendor) made as of the 1st
day of April, 2001.
(k) Share Purchase Agreement by and between Maxxcom (as
Purchaser) and Xxxxx Xxxxxxx (as Vendor) made as of the 1st
day of April, 2001.
(l) Share Purchase Agreement by and between Maxxcom (Purchaser)
and Xxxxxxx So (Vendor) made as of the 1st day of April,
2001.
5. BRATSKEIR & COMPANY, INC.
Asset Purchase Agreement by and between BC Acquisition Corp. (the
"Buyer"), Maxxcom Inc. ("Maxxcom"), Bratskier & Company, Inc. (the
"Company"), Xxxxxxx Bratskier (the "Principal"), Xxxxxx Bratskier and
Xxxxxxx Xxxxx dated as of September 18, 2000, as amended on April 25,
2002.
6. XXXXX XXXXX GROUP LTD.
(a) Share Purchase Agreement by and between Xxxxx X. Xxxxx
("Xxxxx"), Xxxxx Xxxxxx, ("Xxxxxx") Xxxxxx Xxxxxx ("Xxxxxx")
(Xxxxx, Xxxxxx and Xxxxxx hereinafter collectively referred
to as the "Vendors") and MDC Production Services Limited
(the "Purchaser") dated as of February 1, 1989.
(b) Share Purchase Agreement by and between Xxxxx X. Xxxxx and
Xxxxx Xxxxxxxxx ("Xxxxxxxxx") and Xxxxxxxx Xxxxxx ("Xxxxxx")
(Xxxxxxxxx and Xxxxxx collectively referred to as the
"Purchasers") and MDC Corporation Inc. ("MDC") dated January
1, 1993.
(c) Share Purchase Agreement by and between MDC Corporation (the
"Purchaser") and Xxxxxxxx Xxxxxx (the "Vendor") dated March
31, 1999.
(d) Share Purchase Agreement by and between MDC Corporation (the
"Purchaser") and Xxxxx Xxxxxxxxx ("Vendor") dated March 31,
1999.
(e) Share Purchase Agreement by and between MDC Corporation (the
"Purchaser") and Xxxx Xxxxxx ("Vendor") dated October 1,
1999.
(f) Assumption Agreement Provided to Xxxxx Xxxxx Group Ltd.,
Xxxxxxxxx, Xxxxxx and Xxxxxx from Maxxcom Inc. and MDC
Corporation dated March 23, 2000.
(g) Share Exchange Agreement by and between Xxxxx Xxxxxxxxx
("Xxxxxxxxx") and Maxxcom Inc. dated March 23, 2000.
(h) Share Exchange Agreement by and between Xxxx Xxxxxx
("Xxxxxx") and Maxxcom Inc. dated March 23, 2000.
(i) Share Exchange Agreement by and between Xxxxx Xxxxxx
("Xxxxxx") and Maxxcom Inc. dated March 23, 2000.
7. COLLE & XxXXX, INC.
(a) Agreement and Plan of Merger by and between MDC
Communications Corporation ("MDC"), CMI Acquisition Co.
("MergerSub"), and Colle & XxXxx, Inc. (the "Company") dated
as of March 24, 1999, as amended by Memorandum of Amendment
to Agreement and Plan of Merger dated March 31, 1999
(collectively the "Merger Agreement").
(b) Share Purchase Agreement by and between Colle & XxXxx, Inc.
(the "Purchaser") and Sable Advertising Systems, Inc.
("Sable") and Taps Marketing Specialties, Inc. ("Taps")
(Sable and Taps collectively referred to as the "Vendors")
dated August 31, 1999.
(c) Letter Amending Agreement by and between MDC Corporation
Inc. and Colle & XxXxx, Inc. amending the Merger Agreement
so as to evidence how the activities of Xxxxx TMC Inc. will
be reflected within the calculations of "PBT" dated March
23, 2000.
(d) Letter Amending Agreement by and between MDC Corporation
Inc. and Colle & XxXxx, Inc. amending the Merger Agreement
so as to evidence how the activities of Xxxxxxxxx & Xxxxxxx
Inc. will be reflected within the calculations of "PBT"
dated April 28, 2000.
(e) Share Exchange Agreement by and between Xxxxxxx Xxxxxxxxx
("Xxxxxxxxx") and Maxxcom dated March 23, 2000.
(f) Share Exchange Agreement by and between Xxxx Xxxxxxxxx
("Fagerwick") and Maxxcom dated March 23, 2000.
(g) Share Exchange Agreement by and between Xxxxxxxxx Xxx
("Fox") and Maxxcom dated March 23, 2000.
(h) Share Exchange Agreement by and between Xxxxx Xxxxxx
("Xxxxxx") and Maxxcom dated March 23, 2000.
(i) Share Exchange Agreement by and between Xxxxxxx Xxxx
("Xxxx") and Maxxcom dated March 23, 2000.
(j) Share Exchange Agreement by and between Xxxxxxx XxXxxxx
("McKenna") and Maxxcom dated March 23, 2000.
(k) Share Exchange Agreement by and between Siobhan O'Brien
Olson ("Olson") and Maxxcom dated March 23, 2000.
(l) Share Exchange Agreement by and between Jeff Shawd ("Shawd")
and Maxxcom dated March 23, 2000.
(m) Share Exchange Agreement by and between J. Ralph Yeager
("Yeager") and Maxxcom dated March 23, 2000.
(n) Share Exchange Agreement by and between Jon Anderson
("Anderson") and Maxxcom dated March 23, 2000.
(o) Share Exchange Agreement by and between Steve Akerson
("Akerson") and Maxxcom dated March 23, 2000.
(p) Share Exchange Agreement by and between Jim Bergeson
("Bergeson") and Maxxcom dated March 23, 2000.
(q) Share Exchange Agreement by and between Steve Cuddy
("Cuddy") and Maxxcom dated March 23, 2000.
(r) Share Exchange Agreement by and between James Heinz
("Heinz") and Maxxcom dated March 23, 2000.
(s) Share Exchange Agreement by and between Robert Hettlinger
("Hettlinger") and Maxxcom dated March 23, 2000.
(t) Share Exchange Agreement by and between Merry Johnson ("M.
Johnson") and Maxxcom dated March 23, 2000.
(u) Share Exchange Agreement by and between Janet McGrath
("McGrath") and Maxxcom dated March 23, 2000.
(v) Share Exchange Agreement by and between Philip Johnson
("Johnson") and Maxxcom dated March 23, 2000.
(w) Stock Purchase Agreement dated March 23, 2000 by and between
Colle & McVoy, Inc. and Henry Fiola.
(x) Asset Purchase Agreement dated April 28, 2000 by and among
Wernimont & Paullus Inc. and a wholly owned subsidiary of
Colle & McVoy, Inc., Wernimont & Paullus, Gregroy Paullus,
and William Wernmont.
(y) Asset Purchase Agreement made and entered into as of 1
September, 2000 by and among Colle & McVoy, Inc. December
17, 2000, The Sandcastle Group, Inc., John M. Nielson and G.
Scott Moncrieff.
(z) Acquisition by Maxxcom Inc. (Delaware) as of April 1, 2001
of 4,318 shares of Class B common stock of Colle & McVoy,
Inc. (formerly held by Jim Bergeson and Jeff Shawd) pursuant
to the provisions of the Colle & McVoy, Inc. Shareholders'
Agreement.
(aa) Acquisition by Maxxcom Inc. (Delaware) as of July 1, 2001 of
3,940 shares of Class B common stock of Colle & McVoy, Inc.
(formerly held by Mark Fagerwick, Bernard McKenna and James
Heinz) pursuant to the provisions of the Colle & McVoy, Inc.
Shareholders' Agreement.
(bb) Acquisition by Maxxcom Inc. (Delaware) as of December 1,
2001 of 7,682 shares of Class B common stock of Colle &
McVoy, Inc. (formerly held by Steve Akerson, Jon Anderson,
Steven Cuddy, Robert Hettlinger and Merry Johnson) pursuant
to the provisions of the Colle & McVoy, Inc. Shareholders'
Agreement
(cc) Acquisition by Maxxcom Inc. (Delaware) as of January 1, 2003
of 20,273 shares of Class B Common stock of Colle + McVoy
Inc. (formerly held by Annette Bertelson, Kimberlee Fox,
Charles Howe, John Jarvis, Philip Johnson, Janet McGrath,
Lisa Miller and Ralph Yeager) pursuant to the provisions of
the Colle + McVoy, Inc. Shareholders' Agreement.
8. CRISPIN PORTER & BOGUSKY LLC
Membership Interest Purchase Agreement by and among CPB Acquisition
Inc., a Delaware corporation (the "Purchaser"), Maxxcom Inc., an
Ontario Corporation, Crispin & Porter Advertising, Inc. d/b/a/
Crispin Porter & Bogusky, a Florida corporation, Charles Porter, Alex
Bogusky, Jeff Hicks and Jeff Steinhour dated January 8, 2001, as
amended in a Settlement Agreement dated June 25, 2003.
9. CORMARK COMMUNICATIONS INC. (formerly Cormark McPhee
Communication Solutions (Canada) Inc.)
(a) Share purchase Agreement by and between MDC Corporation
(the"Purchaser"), Adtec Investments Inc. ("Adtec"), Adriene
A. Jonckheere ("AAJ"), 829953 Ontario Ltd. ("829953"),
Sandward Inc. ("Sandward"), Kingsley Snelgrove
("Snelgrove"), Hans C. Jonckheere ("Jonckheere"), Robert W.
Borrowman ("Borrowman") and Edward Hovanec ("Hovanec") dated
December 31, 1993.
(b) Share Purchase Agreement by and between Cormark
Communications Inc. (the "Purchaser") and Barry Campbell
("Campbell") and Connie MacEachern ("MacEachern") and Marc
Whitehead ("Whitehead") (Campbell, MacEachern, and Whitehead
collectively referred to as the "Vendors") dated December
31, 1998.
(c) Share Exchange Agreement by and between Kingsley Snelgrove
("Snelgrove") and Maxxcom dated March 23, 2000.
(d) Share Exchange Agreement by and between Edward Hovanec
("Hovanec") and Maxxcom dated March 23, 2000.
(e) Share Exchange Agreement by and between Douglas Ditchfield
("Ditchfield") and Maxxcom dated March 23, 2000.
(f) Share Exchange Agreement by and between Grant Beamish
("Beamish") and Maxxcom dated March 23, 2000.
(g) Share Exchange Agreement by and between Janet Porchak
("Porchak") and Maxxcom dated March 23, 2000.
(h) Share Exchange Agreement by and between David Kington
("Kington") and Maxxcom dated March 23, 2000.
(i) Purchase and Sale Agreement by and between Maxxcom Inc. (the
"Purchaser") and David Kington (the "Vendor") dated
September 20, 2000.
(j) Purchase and Sale Agreement by and between Maxxcom Inc. (the
"Purchaser") and Edward Hovanec (the "Vendor") dated August
17, 2000.
(k) Purchase and Sale Agreement by and between Maxxcom Inc. (the
"Purchaser") and Grant Beamish (the "Vendor") dated August
18, 2000.
(l) Purchase and Sale Agreement by and between Maxxcom Inc. (the
"Purchaser") and Kingsley Snelgrove (the "Vendor") dated
October 11, 2001.
(m) Purchase and Sale Agreement by and between Maxxcom Inc. (the
"Purchaser") and Janet Porchak (the "Vendor") dated October
11, 2001.
10. FLETCHER MARTIN EWING LLC
(a) Membership Interest Purchase Agreement by and between
Fletcher Martin Associates, Inc. (now known as FMA Holdings,
Inc.) ("S-Corp"), William Andrew Fletcher ("Fletcher"),
Michael Ewing ("Ewing"), MDC Corporation Inc. ("MDC"),
Maxxcom Inc. ("Maxxcom") and FMA Acquisition Co. (the
"Purchaser") dated as of November 30, 1999, as amended by
Amendment No. 1 to Membership Interest Purchase Agreement
dated November 29, 2000.
(b) Asset Purchase Agreement dated June 15, 2001 by and among
Maxxcom Inc. ("Maxxcom"), Fletcher Martin Ewing LLC
("Purchaser"), McCool Communications, Inc. ("Company"),
Campbell McCool ("McCool"), Joey Wofford ("Wofford"), Randy
Guyton ("Guyton") and James Price ("Price") together with
McCool, Wofford and Guyton collectively the "Shareholders"
and individually a "Shareholder".
(c) Letter Amending Agreement dated June 5, 2001 by and between
Maxxcom Inc., MDC Corporation Inc., FMA Acquisition Co.,
Fletcher Martin Ewing LLC, FMA Holdings, Inc., Andrew
Fletcher and Michael Ewing amending the Purchase Agreement
so as to evidence how the activities of McCool
Communications will be reflected within the calculations of
"PBT".
11. INTEGRATED HEALTHCARE COMMUNICATIONS, INC.
(a) Share Purchase Agreement by and between MDC Communications
Corporation (hereinafter referred to as "MDC") and Terry
Johnson (hereinafter referred to as "Johnson") and Louise
Huneault (hereinafter referred to as "Huneault") and Laura
Profiti (hereinafter referred to as "Profiti") dated as of
January 6, 1998.
(b) Share Exchange Agreement by and between Terry Johnson
("Johnson") and Maxxcom dated March 23, 2000.
(c) Agreement of Settlement and Release between Integrated
Healthcare Communications Inc. and Louise Huneault dated as
of July 7, 2001.
12. INTERFOCUS GROUP LIMITED
(a) Subscription and Purchase Agreement by and between Sevco
1156 Limited (the "Company"), Maxxcom Inc. ("Maxxcom") and
Mathew Hooper (the "Covenantor") dated as of September 5,
2000.
(b) Agreement regarding the full repayment of the outstanding
loan owing by Interfocus Group Limited to Maxxcom in the
amount of GBP 5,334,685 in exchange for 5,334,685 C ordinary
shares of GBP 1 each credited as fully paid dated November
15, 2000.
(c) Share Purchase Agreement dated July 25, 2001 by and among
the Persons ("Sellers") named in Schedule 1 to the agreement
and Interfocus Group Limited ("Purchaser") whereby the
Purchaser acquired 14,250 ordinary shares of Grange
Advertising Limited.
(d) Share Purchase Agreement dated February 25, 2003 by and
between Interfocus Group Limited ("Purchaser") and
Christopher Zandonati whereby the Purchaser acquired 3,750
ordinary shares of Interfocus Technology Group Limited
(formerly Grange Advertising Limited).
13. MACKENZIE MARKETING, INC.
Asset Purchase Agreement by and between Maxxcom Inc. ("Maxxcom"),
Mackenzie Acquisition Inc. (the "Purchaser"), Mackenzie Marketing,
Inc. (the"Company"), Andrew Mackenzie ("A. Mackenzie") and Julie
Mackenzie ("J. Mackenzie" together with A. Mackenzie, the
"Shareholders" and individually a "Shareholder") dated as of July 31,
2000.
14. MARGEOTES/FERTITTA + PARTNERS LLC
Membership Interest Purchase Agreement by and between
Margeotes/Fertitta + Partners Inc. (the "Seller"), and MF&P
Acquisition Co. (the "Purchaser") dated as of April 1, 1998, as
amended by (i) two letter agreements, each dated July 31, 1998,
between the Purchaser and the Seller, (ii) Amendment No. 1 to
Membership Interest Purchase Agreement dated March 28, 2000, (iii)
Amendment No. 2 to Membership Interest Purchase Agreement dated
November 29, 2000, and (iv) Letter Agreement by and among George
Fertitta, Margeotes/Fertitta + Partners, LLC, and Maxxcom Inc.
regarding the acquisition of Bratskeir & Company, Inc., dated
September 22, 2000.
15. CHINNICI DIRECT, INC.
Membership Interest Purchase Agreement by and between CDI Acquisition
Co. (the "Purchaser"), Chinnici Direct Inc. ("S-Corp"), Maxxcom Inc.
("Maxxcom") and Michael J. Chinnici ("Chinnici" or the "Principal")
dated as of August 17, 2000. Modification Agreement dated July 31,
2002 by and among CDI Acquisition Co., Gruppo Chinnici Inc., Michael
Chinnici, Margeotes Fertitta + Partners, LLC and Chinnici Direct,
LLC.
16. SOURCE MARKETING LLC
(a) Membership Interest Purchase Agreement by and between Source
Marketing, Inc. (now known as Spruce Lake Inc.) (the
"Seller") and SMI Acquisition Co. (the "Purchaser") dated as
of October 15, 1998, as amended by Amendment No. 1 to
Membership Interest Purchase Agreement dated January 1,
2000, and Amendment No. 2 to Membership Interest Purchase
Agreement dated November 29, 2000.
(b) Asset Purchase Agreement by and among Source Marketing LLC
("Purchaser"), The Marketing Department, LLC ("Company") and
Lisa Druker ("Member") dated March 7, 2001.
17. TARGETCOM LLC
Membership Interest Purchase Agreement by and between TargetCom Inc.
(now Comtar Inc.) (the "S-Corp"), Jay Miller ("Miller"), Jay Miller
as trustee under the Jay Miller Declaration of Trust Agreement dated
December 30, 1993 (the "Trust"), Nora Ligurotis ("Ligurotis"),
Maxxcom Inc. ("Maxxcom") and TC Acquisition Inc. (the "Purchaser")
dated as of June 30, 2000, as amended by Amendment No. 1 to
Membership Interest Purchase Agreement dated November 29, 2000.
18. VERITAS COMMUNICATIONS INC.
(a) Share Purchase Agreement by and between Terry M. Johnson
(the "Vendor") and Sheila Gies (the "Purchaser") dated as of
January 1, 1996.
(b) Share Purchase Agreement by and between Terry M. Johnson
(the "Vendor") and Jennifer Spencer (the "Purchaser") dated
as of January 1, 1996.
(c) Share Purchase Agreement by and between Terry M. Johnson
(the "Vendor") and David McLaughlin (the "Purchaser") dated
as of January 1, 1996.
(d) Share Purchase Agreement by and between Maxxcom Inc. (the
"Purchaser") and David McLaughlin (the "Vendor") dated as of
November 1, 1999.
(e) Share Exchange Agreement by and between Terry Johnson
("Johnson") and Maxxcom dated March 23, 2000.
(f) Share Exchange Agreement by and between Sheila Gies ("Gies")
and Maxxcom dated March 23, 2000.
(g) Share Exchange Agreement by and between Jennifer Spencer
("Spencer") and Maxxcom dated March 23, 2000.
(h) Share Purchase Agreement dated as of February 14, 2001
between Maxxcom (the "Purchaser") and Sheila Gies (the
"Vendor").
(i) Share Purchase Agreement between Maxxcom Inc. (the "Vendor")
and Beverley Hammond (the "Purchaser") dated September 25,
2001.
19. 656712 ONTARIO LIMITED (O/A STRATEGIES INTERNATIONAL)
(a) Share Purchase Agreement by and between MDC Corporation (the
"Purchaser"), Fraser McCarthy ("McCarthy"), Michael Bricker
("Bricker") and Keith Clarridge ("Clarridge") ( Each of
McCarthy, Bricker, and Clarridge being hereinafter
collectively referred to as the "Vendors") dated as of
January 1, 1992.
(b) Release of Keith Clarridge ("Clarridge") to 656712 Ontario
Limited, C.O.B. Strategies International ("Strategies")
evidencing purchase of 225 shares in the capital of
Strategies from Clarridge by MDC Communications Corporation
in trust for other Minority Shareholders of Strategies dated
December 18, 1996. Terms of this acquisition are set out in
the Share Purchase Agreement dated January 1, 1992.
(c) Share Purchase Agreement made as of the 1st day of January,
2001 between Maxxcom Inc. (as Purchaser) and Fraser McCarthy
(as Vendor).
(d) Share Purchase Agreement made as of the 1st day of January,
2001 between M&A Berube Holdings Limited (as Purchaser) and
Maxxcom Inc. (as Vendor) relating to the purchase of 135
common shares of 656712 Ontario Limited.