Exhibit 4.21
SECURITIES PURCHASE AGREEMENT
SECURITIES PURCHASE AGREEMENT, dated as of March 1, 2001 (this
"Agreement"), by and among WINTER HARBOR, LLC, a Delaware limited liability
company (the "Holder" or "Winter Harbor") and COUNSEL COMMUNICATIONS LLC (the
"Purchaser" or "Counsel").
W I T N E S S E T H:
WHEREAS, Holder proposes to sell to Purchaser, and Purchaser proposes
to purchase from Holder all of the securities and other convertible instruments
as reflected on Exhibit A (the "Owned Securities"), which constitute all of the
debt and equity interests in I-Link, Incorporated (the "Company") beneficially
owned by Holder, other than the 5,000,000 shares of common stock issued by the
Company to Holder pursuant to the Warrant Exchange Agreement between Holder and
the Company dated of the date hereof (the "Warrant Exchange Agreement"); and
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements hereinafter contained, the parties hereby agree as
follows:
ARTICLE I. AUTHORIZATION AND SALE OF THE OWNED SECURITIES
1.1 Sale and Purchase of Owned Securities. Upon the terms and subject to the
conditions contained herein at the Closing (as hereinafter defined), the Holder
shall sell, assign, transfer, convey and deliver to the Purchaser, and the
Purchaser shall be obligated to purchase from the Holder on the terms described
herein, the Owned Securities.
ARTICLE II. PURCHASE PRICE AND CLOSING
2.1 Purchase Price. The aggregate purchase price for the Owned Securities
to be purchased at the Closing shall be US$5,000,000 (the "Purchase Price").
2.2 Closing Date. The closing of the purchase and sale of the Owned
Securities provided for in Section 1.1 hereof (the "Closing") shall take place
at 3:30 p.m. at the offices of the Company on the date hereof.
ARTICLE III. REPRESENTATIONS OF HOLDER
Holder represents and warrants to Counsel, subject to the provisions of
Section 3.9, as follows: 3.1 Organization and Authority. Holder is a limited
liability company duly organized, validly existing, and in good standing under
the laws of the State of Delaware.
3.2 Authorization and Binding Obligation. Holder has full power and
authority to execute and deliver this Agreement and the assignment documents
described in Section 5.1 (this Agreement, together with such other assignment
documents being hereinafter referred to, collectively, as the "Holder
Documents"), and to consummate the transactions contemplated hereby and thereby.
The execution, delivery and performance by the Holder of this Agreement and each
other Holder Document have been duly authorized by all necessary action on
behalf of the Holder. This Agreement has been, and each other Holder Documents
will be at or prior to the Closing, duly executed and delivered by the Holder
and (assuming the due authorization, execution and delivery by the other parties
hereto and thereto) this Agreement constitutes, and each Holder Document when so
executed and delivered will constitute, legal, valid and binding obligations of
the Holder, enforceable against the Holder in accordance with their respective
terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium
and similar laws affecting creditors' rights and remedies generally, and
subject, as to enforceability, to general principles of equity, including
principles of commercial reasonableness, good faith and fair dealing (regardless
of whether enforcement is sought in a proceeding at law or in equity).
3.3 Ownership of Stock. Holder owns of record and beneficially the Owned
Securities listed as owned by it on Exhibit A, free and clear of any lien,
pledge, or other security interest or encumbrance (other than any restrictions
under securities laws and restrictions under this Agreement, the I-Link
Shareholders Agreement and other than those arising out of the Red Cube AG
Claims (as hereinafter defined)). Holder is not a party to any option, warrant,
purchase right, or other contract or commitment that requires Holder to sell,
transfer, or otherwise dispose of any Owned Securities (other than this
Agreement, the I-Link Shareholders Agreement and those arising out of the Red
Cube AG Claims (as hereinafter defined)), and, following Closing, Counsel will
have no restrictions on its ability to vote or otherwise exercise all rights to
title to the Owned Securities being acquired.
3.4 Voting Authority. Holder is not a party to any voting agreement with
respect to any of the Owned Securities other than the I-Link Shareholders
Agreement or arising out of the Red Cube AG Securities Purchase Agreement and
has not granted a revocable or an irrevocable proxy to any Person with respect
to any of the Owned Securities other than the proxy granted to Red Cube, which
proxy has been expired or terminated.
3.5 Absence of Conflicting Agreements; Consents. To the knowledge of Holder
the execution, delivery, and performance by Holder of this Agreement and the
documents contemplated hereby (with or without the giving of notice, the lapse
of time, or both): (a) do not require the consent of any third party; (b) will
not conflict with any provision of the limited liability company agreement or
certificate of formation of Holder, each as currently in effect; (c) will not
conflict with, result in a breach of, or constitute a default under any Legal
Requirement; and (d) will not conflict with, constitute grounds for termination
of, result in a breach of, constitute a default under, or accelerate or permit
the acceleration of any performance required by the terms of any agreement,
instrument, license, or permit to which Holder is a party or by which Holder may
be bound.
3.6 Disclosure. No representation or warranty of Holder contained in this
Agreement contains any untrue statement of a material fact, or omits to state
any material fact which is required to be stated therein to make the statements
contained herein, in the light of the circumstances in which they were made, not
misleading.
3.7 No Related Party Transactions. Except as set forth on Schedule 3.7,
Holder does not have any interest in any property used in I-Link's business, has
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no equity or other financial interest in any person that has business dealings
with I-Link or a material financial interest in any transaction to which I-Link
is a party, other than in the ordinary course of business and at market prices
and on market terms, is not engaged in competition with I-Link, is not party to
any contract with I-Link, and does not have any claim or right against I-Link
3.8 Litigation. Other than any Legal Proceeding with Red Cube International
AG ("Red Cube AG"), there are no Legal Proceedings pending or, to the knowledge
of the Purchaser, threatened that are reasonably likely to prohibit or restrain
the ability of the Purchaser to enter into this Agreement or consummate the
transactions contemplated hereby.
3.9 Exclusion. Counsel has been appraised of that certain Securities
Purchase Agreement by and among Winter Harbor, KPR Finanz-Und Verwlatungs AG
("KPR") and Red Cube AG, dated August 30, 2000 (as amended, the "Red Cube AG
Securities Purchase Agreement"), Winter Harbor's termination thereof and Red
Cube AG and KPR's allegation regarding their purported rights to the Covered
Securities pursuant thereto. No representation, warranty or statement, express
or implied, made by or on behalf of Winter Harbor shall be deemed to be false or
misleading or shall form the basis of any claim against Winter Harbor, its
directors, officers, agents or shareholders, except for indemnity claims
pursuant to Section 6.3 hereof, as a result of any claim of any kind or nature
made by or on behalf of Red Cube AG, KPR or their respective Affiliates,
officers, directors, agents, employees, creditors or shareholders (a "Red Cube
AG Claim").
ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
Purchaser hereby represents and warrants to Holder that:
4.1 Authorization of Agreement. Purchaser has full power and authority to
execute and deliver this Agreement and each other agreement, document,
instrument or certificate contemplated by this Agreement or to be executed by
Purchaser in connection with the consummation of the transactions contemplated
hereby and thereby (this Agreement, together with such other agreements,
documents, instruments and certificates being hereinafter referred to,
collectively, as the "Purchaser Documents"), and to consummate the transactions
contemplated hereby and thereby. The execution, delivery and performance by the
Purchaser of this Agreement and each other Purchaser Document have been duly
authorized by all necessary action on behalf of the Purchaser. This Agreement
has been, and each other Purchaser Documents will be at or prior to the Closing,
duly executed and delivered by the Purchaser and (assuming the due
authorization, execution and delivery by the other parties hereto and thereto)
this Agreement constitutes, and each Purchaser Document when so executed and
delivered will constitute, legal, valid and binding obligations of the
Purchaser, enforceable against the Purchasers in accordance with their
respective terms, subject to applicable bankruptcy, insolvency, reorganization,
moratorium and similar laws affecting creditors' rights and remedies generally,
and subject, as to enforceability, to general principles of equity, including
principles of commercial reasonableness, good faith and fair dealing (regardless
of whether enforcement is sought in a proceeding at law or in equity).
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4.2 Litigation. There are no Legal Proceedings pending or, to the knowledge
of the Purchaser, threatened that are reasonably likely to prohibit or restrain
the ability of the Purchaser to enter into this Agreement or consummate the
transactions contemplated hereby.
4.3 Red Cube Litigation. Nothing in this Agreement shall be construed to
assign, affect, or release any claim, right of recovery or amounts due to Winter
Harbor from Red Cube AG, KPR or any of their respective parent entities,
subsidiaries, Affiliates, officers, directors, shareholders, agents or employees
or any person or entity acting in concert therewith (the "Red Cube AG
Defendants"). Counsel shall, at Winter Harbor's sole expense, render all
reasonable assistance in the prosecution of any claims by Winter Harbor against
Red Cube AG, KPR or the Red Cube AG Defendants.
4.4 Absence of Conflicting Agreements; Consents. To the knowledge of
Purchaser the execution, delivery, and performance by Purchaser of this
Agreement and the documents contemplated hereby (with or without the giving of
notice, the lapse of time, or both): (a) do not require the consent of any third
party; (b) will not conflict with any provision of the limited liability company
agreement or certificate of formation of Purchaser, each as currently in effect;
(c) will not conflict with, result in a breach of, or constitute a default under
any Legal Requirement; and (d) will not conflict with, constitute grounds for
termination of, result in a breach of, constitute a default under, or accelerate
or permit the acceleration of any performance required by the terms of any
agreement, instrument, license, or permit to which Purchaser is a party or by
which Purchaser may be bound.
4.5 Disclosure. No representation or warranty of Purchaser contained in
this Agreement contains any untrue statement of a material fact, or omits to
state any material fact which is required to be stated therein to make the
statements contained therein, in the light of the circumstances in which they
were made, not misleading.
ARTICLE V. DOCUMENTS TO BE DELIVERED
5.1 Deliveries by the Holder to the Purchaser at the Closing. The Holder
shall deliver, or shall cause to be delivered, to the Purchaser certificates
representing the Owned Securities (to the extent such Securities are
certificated), together with duly executed assignments separate from certificate
in form and substance sufficient to effectuate the transfer of the Owned
Securities to the Purchaser, free and clear of any lien, pledge, or other
security interest or encumbrance (other than any restrictions under securities
laws and restrictions under this Agreement and the I-Link Shareholders Agreement
and other than Red Cube A.G. Claims).
5.2 Deliveries by the Purchaser at the Closing. The Purchaser shall pay at
the Closing to the Holder the Purchase Price by wire transfer of immediately
available funds.
ARTICLE VI. INDEMNIFICATION
6.1 Indemnification.
(a) Subject to Section 6.3, the Holder hereby agrees to indemnify and hold
the Purchaser and its respective directors, officers, employees, agents,
successors, assigns and their affiliates (collectively, the "Purchaser
Indemnified Parties") harmless from and against any and all losses, liabilities,
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obligations, damages, claims, judgments, assessments, penalties, costs and
expenses, including reasonable attorneys' and other professionals' fees and
disbursements paid by either the indemnified or indemnifying party
(collectively, "Losses") based upon, attributable to or resulting from the
breach of any representation, warranty or covenant of the Holder set forth
herein.
(a) The Purchaser hereby agrees to indemnify and hold the Holder and its
directors, officers, employees, agents and successors (collectively, the "Holder
Indemnified Parties") harmless from and against any and all Losses based upon,
attributable to or resulting from the breach of any representation, warranty or
covenant of the Purchaser set forth herein.
6.2 Indemnification Procedures.
(a) In the event that any third-party legal proceedings shall be instituted
or any third-party claim or demand ("Claim") shall be asserted by any Person in
respect of which payment may be sought under Section 6.1 or Section 6.3 hereof,
the indemnified party shall promptly cause written notice of the assertion of
any Claim of which it has knowledge which is covered by this indemnity to be
forwarded to the indemnifying party. The indemnifying party shall have the
right, in its sole discretion, to be represented by counsel of its choice, and
to thereby assume the defense of, negotiate, settle or otherwise deal with any
Claim which relates to any Losses indemnified against hereunder. If the
indemnifying party elects to assume the defense of, negotiate, settle or
otherwise deal with any Claim which relates to any Losses indemnified against
hereunder, it shall within five (5) days of receipt of written notice of the
assertion of a Claim (or sooner, if the nature of the Claim so requires) notify
the indemnified party of its intent to do so. If the indemnifying party elects
not to defend against, negotiate, settle or otherwise deal with any Claim which
relates to any Losses indemnified against hereunder, fails to notify the
indemnified party of its election as herein provided or contests its obligation
to indemnify the indemnified party for such Losses under this Agreement, the
indemnified party may defend against, negotiate, settle or otherwise deal with
such Claim. If the indemnifying party shall assume the defense of any Claim, the
indemnified party may participate, at his or its own expense, in the defense of
such Claim; provided, however, that such indemnified party shall be entitled to
participate in any such defense with separate counsel if, (i) so requested by
the indemnifying party to participate or (ii) in the reasonable opinion of
counsel to the indemnified party, a conflict or potential conflict exists
between the indemnified party and the indemnifying party that would make such
separate representation advisable. The parties hereto agree to cooperate fully
with each other in connection with the defense, negotiation or settlement of any
such Claim.
(b) After any final judgment or award shall have been rendered by a court,
arbitration board or administrative agency of competent jurisdiction and the
expiration of the time in which to appeal therefrom, or a settlement shall have
been consummated, or the indemnified party and the indemnifying party shall have
arrived at a mutually binding agreement with respect to a Claim hereunder, the
indemnified party shall forward to the indemnifying party and the escrow agent
under the escrow agreement of even date herewith between the Holder, the
Purchaser and such escrow agent notice of any Losses pursuant to this Agreement
with respect to such matter.
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(c) Except with respect to the determination of an Escrow Termination Event
(as hereinafter defined), the failure of the indemnified party to give
reasonably prompt notice of any Claim shall not release, waive or otherwise
affect the indemnifying party's obligations with respect thereto except to the
extent that the indemnifying party can demonstrate actual loss and prejudice as
a result of such failure.
6.3 Escrow.
(a) Upon receipt thereof, Winter Harbor shall deposit in an interest
bearing escrow (the "Escrow") the Purchase Price and those securities issued to
Winter Harbor pursuant to the Securities Exchange Agreement (such securities and
any additional or other shares or securities or property into which such
securities are converted or for which such securities are exchanged including
through any reorganization, recapitalization, reclassification, stock dividend,
stock split or reverse stock split, or other transaction being the "Issued
Securities"). The Escrow shall terminate, and the remaining contents thereof
transferred to Winter Harbor, free and clear of any claim, liens, encumbrances
by Purchaser or any Purchaser Indemnified Party, upon the first occurrence of an
Escrow Termination Event. An Escrow Termination Event shall have occurred upon
the earlier of (i) the end of the 540th day after the date of this Agreement, if
during such period no Red Cube AG Claim premised upon the Red Cube AG Securities
Purchase Agreement has been initiated (other than a claim in connection with the
mediation currently pending before the American Arbitration Association), and
(ii) the final resolution or settlement of all claims brought against Winter
Harbor or Purchaser before the 540th day after the date of this Agreement that
could result in potentially indemnifiable losses related to any Red Cube AG
Claim.
(b) Winter Harbor and Purchaser acknowledge that as a result of the
transaction contemplated by this Agreement, there is a risk that Purchaser or a
Purchaser Indemnified Party may be exposed to (i) Losses resulting from a
determination and order by a court of competent jurisdiction, arbitral panel or
other adjudicatory entity that, pursuant to the Red Cube AG Securities Purchase
Agreement, Red Cube AG is entitled to the transfer of ownership from Purchaser
of all or substantially all the Covered Securities (a "Specific Performance
Claim") or (ii) Losses premised upon the Red Cube AG Securities Purchase
Agreement and which arise from a Red Cube AG Claim which is not a Specific
Performance Claim (a "Red Cube Damage Claim"). If, prior to the occurrence of an
Escrow Termination Event, Purchaser or a Purchaser Indemnified Person gives
notice of a Specific Performance Claim or a claim under Section 6.1(a) above,
then Winter Harbor shall, solely out of and up to a maximum of the Issued
Securities and Purchase Price deposited in the Escrow, indemnify and hold
harmless Purchaser and Purchaser Indemnified Person from all Losses arising out
of such Specific Performance Claim or claim under Section 6.1(a) above. If,
prior to the occurrence of an Escrow Termination Event, Purchaser or a Purchaser
Indemnified Person gives notice of a Red Cube Damage Claim, then Winter Harbor
shall, solely out of and up to a maximum of the Issued Securities deposited in
the Escrow, indemnify and hold harmless Purchaser and Purchaser Indemnified
Person from all Losses arising out of such Red Cube Damage Claim. Winter
Harbor's total aggregate liability for all Specific Performance Claims and all
claims under Section 6.1(a) above shall not exceed the loss of its right to the
Issued Securities and Purchase Price deposited in the Escrow. Winter Harbor's
total aggregate liability for all Red Cube Damage Claims shall not exceed the
loss of its right to the Issued Securities deposited in the Escrow.
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(c) All Losses properly due a Purchaser or Purchaser Indemnified Person
pursuant to this Section 6.3, Section 6.1 and Section 6.2 (including, without
limitation, reimbursement of attorneys' or other professional fees arising out
of article VI of this Agreement) shall first be satisfied by transferring to
Purchaser or the applicable Purchaser Indemnified Party a number of Issued
Securities determined by dividing the applicable Loss by the then current market
price (as calculated by the average closing price for I-Link common stock for
the most recent ten (10) days upon which such securities traded) of such shares.
In the event that the total number of Issued Securities then deposited in the
Escrow is insufficient to satisfy the applicable Losses, and solely where such
Losses arise exclusively and solely from a Red Cube Specific Performance Claim
or from a claim under Section 6.1(a), any shortfall shall be satisfied by
transferring to the Purchaser or applicable Purchaser Indemnified Person, a
portion, up to a maximum of the total Purchase Price, of the cash proceeds then
deposited in the Escrow. 6.4 Tax Treatment of Indemnity Payments. The parties
agree to treat any indemnity payment made pursuant to this Article VI as an
adjustment to the Purchase Price for federal, state, local and foreign income
tax purposes.
6.5 Settlement of Specific Performance Claims. Holder hereby agrees it
shall not enter into any agreement to settle any Specific Performance Claim that
would attempt to transfer to any other party any right, title to or interest in
or to the Owned Securities from Purchaser.
ARTICLE VII. MISCELLANEOUS
7.1 Certain Definitions.
For purposes of this Agreement, the following terms shall have the
meanings specified in this Section 7.1:
"Affiliate" means, with respect to any Person, any other Person
controlling, controlled by or under common control with such Person.
"Legal Requirement" means applicable common law and any applicable law, statute,
regulation, rule, ordinance, order, administrative order, treaty, standard,
decree or judgment enacted, adopted, or promulgated by any governmental
authority and having the full force and effect of law.
"Order" means any order, injunction, judgment, decree, ruling, writ,
assessment or arbitration award.
"Person" means any individual, corporation, partnership, firm, joint
venture, association, joint-stock company, trust, unincorporated organization,
Governmental Body or other entity.
7.2 Survival of Representations and Warranties; Covenants.
(a) Representations and Warranties. The parties hereto hereby agree that
the representations and warranties contained in this Agreement shall survive the
execution and delivery of this Agreement, and the Closing hereunder, regardless
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of any investigation made by the parties hereto, through the period until the
applicable statute of limitations is reached.
(b) Covenants. All covenants and agreements of the parties herein shall
survive the consummation of the transactions contemplated hereby.
7.3 Specific Performance. Holder acknowledges and agrees that the breach of
this Agreement would cause irreparable damage to the Purchaser and that the
Purchaser will not have an adequate remedy at law. Therefore, the obligations of
the Holder under this Agreement, including, without limitation, the Holder's
obligation to sell the Owned Securities to the Purchaser, shall be enforceable
by a decree of specific performance issued by any court of competent
jurisdiction, and appropriate injunctive relief may be applied for and granted
in connection therewith. Such remedies shall, however, be cumulative and not
exclusive and shall be in addition to any other remedies which any party may
have under this Agreement or otherwise.
7.4 Other Assurances. The Holder and the Purchaser each agree to execute
and deliver such other documents or agreements and to take such other action as
may be necessary for the implementation of this Agreement and the consummation
of the transactions contemplated hereby.
7.5 Submission to Jurisdiction; Consent to Service of Process.
The parties hereto hereby irrevocably submit to the non-exclusive
jurisdiction of any federal or state court located within the State of New York
over any dispute arising out of or relating to this Agreement or any of the
transactions contemplated hereby and each party hereby irrevocably agrees that
all claims in respect of such dispute or any suit, action proceeding related
thereto may be heard and determined in such courts. THE PARTIES HEREBY
IRREVOCABLY WAIVE ANY RIGHT TO A TRIAL BY A JURY. The parties hereby irrevocably
waive, to the fullest extent permitted by applicable law, any objection which
they may now or hereafter have to the laying of venue of any such dispute
brought in such court or any defense of inconvenient forum for the maintenance
of such dispute. Each of the parties hereto agrees that a judgment in any such
dispute may be enforced in other jurisdictions by suit on the judgment or in any
other manner provided by law.
Each of the parties hereto hereby consents to process being served by any
party to this Agreement in any suit, action or proceeding by the mailing of a
copy thereof in accordance with the provisions of Section 7.8 hereof.
7.6 Entire Agreement; Amendments and Waivers. This Agreement (including the
schedules and exhibits hereto) represents the entire understanding and agreement
between the parties hereto with respect to the subject matter hereof and can be
amended, supplemented or changed, and any provision hereof can be waived, only
by written instrument making specific reference to this Agreement signed by the
Purchaser and the Holder.
7.7 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
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7.8 Notices. All notices and other communications under this Agreement
shall be in writing and shall be deemed given when delivered personally or
mailed by certified mail, return receipt requested, to the parties (and shall
also be transmitted by facsimile to the Persons receiving copies thereof) at the
following addresses (or to such other address as a party may have specified by
notice given to the other party pursuant to this provision):
If to the Holder:
Winter Harbor, LLC
00000 Xxxxxxxx Xxxx
Xxxxxxx, Xxxxxxxx 00000-0000
Attention: Xxxxx X. Xxxxx, Xx.
With a copy to:
Dow, Xxxxxx & Xxxxxxxxx, PLLC
0000 Xxx Xxxxxxxxx Xxxxxx, XX
Xxxxx 000
Xxxxxxxxxx, XX 00000-0000
Attention: Xxxxx X. Wild
Facsimile: (000) 000-0000
If to a Purchaser, to:
Counsel Corporation (US)
000 Xxxx Xxxxxx
Xxxx Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Chief Executive Officer
Facsimile: (000) 000-0000
With a copy to:
Xxxxxxx Xxxxxx Xxxx Xxxxxxx & Manner, PC
0000 Xxxxx Xxxxxxxx Xxxxxx
Xxxxxxxxx XX 00000
Attention: Xxxx Manner
Facsimile: (000) 000-0000
7.9 Consequential or Special Damages. No party hereto shall be entitled to
any consequential or special damages. All liabilities related to or arising
under this Agreement, including all obligations of indemnity hereunder, shall be
limited to the maximum amount set forth in Section 6.3(b) herein.
7.10 Severability. If any provision of this Agreement is invalid or
unenforceable, the balance of this Agreement shall remain in effect.
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7.11 Binding Effect; Assignment. This Agreement shall be binding upon and
inure to the benefit of the parties and their respective successors and
permitted assigns. Nothing in this Agreement shall create or be deemed to create
any third party beneficiary rights in any person or entity not a party to this
Agreement. No assignment of this Agreement or of any rights or obligations
hereunder may be made by the Purchaser (by operation of law or otherwise)
without the prior written consent of the other parties hereto and any attempted
assignment without the required consents shall be void; provided, however, that
Purchaser may assign its rights and obligations under this Agreement (including,
without limitation, such Purchaser's rights to purchase the Owned Securities and
to seek indemnification hereunder) to any affiliate of Purchaser and may
transfer its rights and obligations under this Agreement, upon obtaining consent
of Holder (which shall not be unreasonably withheld) to any key employee(s) or
personnel of Purchaser. Upon any such permitted assignment, the references in
this Agreement to the Purchasers shall also apply to any such assignee unless
the context otherwise requires.
7.12 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
together will constitute one and the same instrument.
[Remainder of page intentionally left blank.]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized, as of the date
first written above.
THE HOLDER
WINTER HARBOR, LLC
By: First Media, L.P., its member
By: First Media Corporation, its
general partner
By:/s/Xxxxx X. Xxxxx
---------------------------------
Name: Xxxxx X. Xxxxx
Title: Secretary
THE PURCHASER
COUNSEL COMMUNICATIONS LLC
By:/s/Xxxxxxx Xxxxxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Assistant Secretary
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Exhibit A
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