MASTER CANADIAN TRANSACTION AGREEMENT
MEMORANDUM OF AGREEMENT made as of the 12th day of July, 1999
B E T W E E N:
WARNER MUSIC CANADA LTD.
a corporation incorporated under the laws of Ontario
(hereinafter referred to as "Time Warner Canada")
- and -
SONY MUSIC ENTERTAINMENT (CANADA) INC.
a corporation incorporated under the laws of Canada
(hereinafter referred to as "Sony Canada")
- and -
THE COLUMBIA HOUSE COMPANY (CANADA) a general
partnership formed under the laws of Ontario
(hereinafter referred to as "Columbia House Canada"),
the partners of which are Time Warner Canada and Sony
Canada
- and -
CANADIAN SUB an unlimited liability company formed
under the laws of Nova Scotia (hereinafter referred
to as "Canadian Sub")
- and -
DELAWARE HOLDCO CORPORATION
a corporation incorporated under the laws of Delaware
(hereinafter referred to as "Holdco").
WHEREAS in connection with the merger of certain businesses of CDnow,
Inc., Time Warner Inc., and Sony Corporation of America pursuant to an Agreement
of Merger and Contribution dated as of July 12, 1999 (the "Merger and
Contribution Agreement") the parties hereto desire to take, or cause to be
taken, all actions and to do, or cause to be done, all things necessary or
desirable under applicable law to complete a transaction resulting in the
transfer of certain assets
to and assumption of liabilities of Columbia House Canada by Canadian Sub, a
Nova Scotia unlimited liability company that will become a wholly-owned
subsidiary of Holdco, and the receipt of shares of Class B Common Stock, with a
par value U.S. $0.01 per share, of Holdco and exchangeable shares of Canadian
Sub that may be exchanged for shares of Holdco Common Stock;
WHEREAS for U.S. federal income tax purposes it is intended that the
Merger and the Contributions (as defined in the Merger and Contribution
Agreement), as well as the transfer by Columbia House Canada of Canadian Sub to
Holdco in exchange for Holdco Class B Common Stock and the acquisition of the
Canadian Sub Exchangeable Shares (as such terms are defined below), qualify as
exchanges under Section 351 of the Internal Revenue Code of 1986, as amended
(the "Code");
NOW THEREFORE in consideration of the respective covenants and agreements
provided in this agreement and for other good and valuable consideration (the
receipt and sufficiency of which are hereby acknowledged), the parties agree as
follows:
ARTICLE 1
DEFINITIONS AND PRINCIPLES OF INTERPRETATION
1.1 DEFINITIONS - Terms used but not defined herein shall have the meanings
set forth in the Merger and Contribution Agreement. In addition, whenever
used in this Agreement, unless there is something inconsistent in the
subject matter or context, the following words and terms shall have the
meanings set out below:
"AGREEMENT" means this Master Canadian Transaction Agreement, including
all schedules, and all instruments supplementing, amending or confirming
this Agreement and references to "ARTICLE", "SCHEDULE" or "SECTION" mean
and refer to the specified Article or Section of or Schedule to this
Agreement;
"BOOKS AND RECORDS" means all books, records, books of account, sales and
purchase records, lists of suppliers and customers, personnel records,
business reports, plans and projections and all other documents, files,
records, correspondence, and other data and information, financial or
otherwise, relating to the Business or the Business Assets;
"BUSINESS" means all of the commercial activities currently carried on by
Columbia House Canada;
"BUSINESS ASSETS" means all the assets of Columbia House Canada other than
Cash;
"CANADIAN SUB COMMON SHARES" shall have the meaning given in Section 2.4;
"CANADIAN SUB EXCHANGE SHARES" shall have the meaning given in Section
2.4;
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"CANADIAN TRANSACTION AGREEMENTS" means this Agreement, the Support
Agreement, Exchange Agreement and Voting Trust Agreement;
"CANADIAN TRANSACTION" means the acquisition and transfer of the Business
Assets, the exchange of Canadian Sub shares by Columbia House Canada with
Holdco for Common Stock of Holdco, the acquisition of Exchangeable Shares,
the distribution of property of Columbia House Canada, the dissolution and
distribution of the remaining property of Columbia House Canada to Time
Warner Canada and Sony Canada, all other actions contemplated by this
Agreement and all actions necessary or desirable to give effect to the
foregoing;
"CASH" means cash and cash equivalents;
"CLAIMS" means any claim, demand, action, cause of action, damage, loss,
cost, liability or expense, including, without limitation, reasonable
professional fees and all costs incurred (i) in investigating or pursuing
any of the foregoing or any proceeding relating to any of the foregoing or
(ii) in pursuing any claim for indemnity or damages pursuant hereto
provided that the Person pursuing such claim is determined to be entitled
to such indemnity or damages;
"CLOSING" means the completion of the Canadian Transaction;
"CLOSING DATE" means the date determined under the Merger and Contribution
Agreement to be the date that the Closing of the transactions contemplated
thereby shall occur or such other date as the Parties may agree as the
date upon which the Closing shall take place;
"CLOSING TIME" means the Effective Time determined under the Merger and
Contribution Agreement;
"ELECTED AMOUNT" shall have the meaning given in Section 2.6;
"ENCUMBRANCES" means any pledge, lien, charge, mortgage, encumbrance or
security interest of any kind or nature;
"EXCHANGE AGREEMENT" means the exchange agreement to be entered into
between Holdco, and Columbia House Canada as of the Closing Date in the
form of Schedule 1.1.1;
"EXCHANGEABLE SHARES" means the exchangeable shares in the capital of
Canadian Sub which shall have the rights, privileges, restrictions and
conditions set forth in Schedule 1.1.2, including the right on demand to
exchange such shares for an equal number of shares of Common Stock of
Holdco;
"GOVERNMENTAL AUTHORITIES" means any government, regulatory authority,
governmental department, agency, commission, board, tribunal, crown
corporation, or court having
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jurisdiction on behalf of any nation, or province or state or other
subdivision thereof or any municipality, district or other subdivision
thereof;
"GST" shall have the meaning given in Section 2.10;
"ITA" shall have the meaning given in Section 2.1(g);
"LAWS" means all laws, by-laws, rules, regulations, orders, ordinances,
protocols, codes, guidelines, policies, notices, directions and judgements
or other requirements of any Governmental Authority;
"PARTIES" means Time Warner Canada, Sony Canada, Columbia House Canada,
Holdco and Canadian Sub collectively, and "Party" means any one of them;
"PARTNERSHIP AGREEMENT" shall have the meaning given in Section 2.1(f);
"SUPPORT AGREEMENT" means the support agreement to be entered into as of
the Closing Date between Holdco and Canadian Sub in the form of Schedule
1.1.3;
"TAXES" includes, without limitation, all taxes, duties, fees, premiums,
assessments, imposts, levies and other charges of any kind whatsoever
imposed by any Governmental Authority, together with all interest,
penalties, fines, additions to tax or other additional amounts imposed in
respect thereof, including, without limitation, those levied on, or
measured by, or referred to as income, gross receipts, profits, capital,
transfer, land transfer, sales, goods and services, use, value-added,
excise, stamp, withholding, business, franchising, property, payroll,
employment, health, social services, education and social security taxes,
all surtaxes, all customs duties and import and export taxes, all license,
franchise and registration fees and all unemployment insurance, health
insurance and government pension plan premiums;
"VOTING TRUST AGREEMENT" means the voting trust agreement to be entered
into as of the Closing Date between Holdco, Canadian Sub, Columbia House
Canada and an appointed trustee satisfactory to the Parties in the form of
Schedule 1.1.4.
1.2 CERTAIN RULES OF INTERPRETATION - In this Agreement:
(a) TIME - time is of the essence in the performance of the Parties'
respective obligations;
(b) CURRENCY - unless otherwise specified, all amounts in this Agreement
are stated and shall be paid in Canadian currency;
(c) HEADINGS - the descriptive headings of Articles and Sections are
inserted solely for convenience of reference and are not intended as
complete or accurate descriptions of the content of such Articles or
Sections and shall not affect in any way the meaning or
interpretation of this Agreement;
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(d) SINGULAR, ETC. - unless the context otherwise requires, words
importing the singular include the plural and vice versa and words
importing gender include all genders;
1.3 ENTIRE AGREEMENT - The Canadian Transaction Agreements, taken together
with all documents delivered pursuant thereto, (a) constitute the entire
agreement, and supersede all prior agreements and understandings, both
written and oral, among the parties with respect to the Canadian
Transaction and (b) are not intended to confer upon any person other than
the parties any rights or remedies.
1.4 APPLICABLE LAW - This Agreement shall be construed in accordance with the
laws of the Province of Ontario and the laws of Canada applicable therein
and shall be treated, in all respects, as an Ontario contract. The Parties
shall attorn to the non-exclusive jurisdiction of the Courts of the
Province of Ontario.
1.5 ACCOUNTING PRINCIPLES - All accounting terms not otherwise defined in this
Agreement have the meanings assigned to them by Canadian generally
accepted accounting principles.
1.6 SCHEDULES - The schedules to this Agreement, as listed below, are an
integral part of this Agreement:
Schedule 1.1.1 - Exchange Agreement
Schedule 1.1.2 - Exchangeable Share Provisions of Canadian Sub
Schedule 1.1.3 - Support Agreement
Schedule 1.1.4 - Voting Trust Agreement
Schedule 1.1.5 - Assignment and Conveyance
Schedule 2.5 - Purchase Price Allocation
ARTICLE 2
CANADIAN TRANSACTION
2.1 ACTION BY THE PARTIES - At the Closing Time the Canadian Transaction shall
be completed in the following order:
(a) TRANSFER OF BUSINESS ASSETS - Columbia House Canada shall transfer
to Canadian Sub (a wholly-owned subsidiary of Columbia House Canada
and a Nova Scotia unlimited liability company) all of the Business
Assets and Cash in the amount of $500,000 in exchange for 2 Canadian
Sub Common Shares and 4,989,052 Canadian Sub Exchange Shares
(collectively, the "Canadian Sub Shares") and the assumption of
liabilities described in paragraph 2.1(b) below. Canadian Sub shall
deliver to Columbia House Canada the Canadian Sub Shares as provided
in Section 2.4.
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Columbia House Canada shall execute and deliver to Canadian Sub all
such conveyances, assignments, instruments of transfer, deeds,
assurances, consents and other documents as Canadian Sub considers
necessary to effectively transfer to Canadian Sub all Columbia House
Canada's right, title and interest in, to and under, or in respect
of the Business Assets and Canadian Sub shall effect such
registrations, recordings and filings with public authorities as may
be required in connection with the transfer of ownership to Canadian
Sub of the Business Assets.
(b) ASSUMPTION OF LIABILITIES - Simultaneously with the transfer of
assets described in paragraph 2.1(a) above, Canadian Sub shall
assume and agree to discharge or perform when due the liabilities,
debts and obligations of Columbia House Canada, whether as debtor,
guarantor, surety or otherwise and whether present or future,
absolute or contingent, arising before, on or after the Closing
Date.
(c) EXCHANGE OF SHARES - Immediately following the transfer and
assumption referred to in paragraphs 2.1(a) and (b) above, Columbia
House Canada will transfer to Holdco the Canadian Sub Common Shares,
in exchange for 3,888 shares of Class B Common Stock of Holdco, so
that following such transfer, Holdco will hold all of the issued and
outstanding Canadian Sub Common Shares and Columbia House Canada
will hold 3,888 shares of Class B Common Stock of Holdco and all the
issued and outstanding Canadian Sub Exchange Shares.
(d) TRANSFER OF EXCHANGE SHARES TO CANADIAN SUB IN EXCHANGE FOR
EXCHANGEABLE SHARES - Immediately following the exchange of shares
referred to in paragraph 2.1(c) above, Columbia House Canada shall
transfer the Canadian Sub Exchange Shares to Canadian Sub in
exchange for Exchangeable Shares. Following the transfer of Exchange
Shares to Canadian Sub, the Exchange Shares shall be cancelled. As a
result of such transfer, Columbia House Canada shall be the sole and
beneficial owner of 4,989,052 Exchangeable Shares. Holdco shall
take, and shall cause Canadian Sub to take, all steps and
proceedings, including filing articles of amendment to the Articles
of Association of Canadian Sub to create the Exchangeable Shares and
providing for the transfer of Exchange Shares to Canadian Sub in
exchange for Exchangeable Shares, as may be required to give effect
to the foregoing. In connection with the transfer of Canadian Sub
Exchange Shares, Columbia House Canada shall surrender any Canadian
Sub Exchange Share certificates and thereupon be issued share
certificates representing the Exchangeable Shares.
(e) EXECUTION OF CERTAIN AGREEMENTS - Immediately following the
completion of the matters referred to in paragraph 2.1(d) above, the
Exchange Agreement, the Support Agreement and the Voting Trust
Agreement shall be executed and delivered by the parties thereto.
(f) DISTRIBUTION OF COLUMBIA HOUSE CANADA'S PROPERTY - Immediately
following the completion of the matters referred to in paragraph
2.1(e) above, Columbia House
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Canada shall distribute to each of Time Warner Canada and Sony
Canada, in accordance with the provisions of the Columbia House
Canada Partnership Agreement (the "Partnership Agreement") and all
applicable Laws, all the property of Columbia House Canada other
than the Exchangeable Shares and Cash of Columbia House Canada,
including, for greater certainty, all the rights and obligations of
Columbia House Canada under the Exchange Agreement and the Voting
Trust Agreement, and all of the shares of Class B Common Stock of
Holdco held by Columbia House Canada. Columbia House Canada shall
execute and deliver to each of Time Warner Canada and Sony Canada
all such conveyances, assignments, instruments of transfer, deeds,
assurances, consents and other documents as either Time Warner
Canada or Sony Canada considers necessary to effectively transfer to
them all Columbia House Canada's right, title and interest in, to
and under, or in respect of such property, including the Assignment
and Conveyance in the form of Schedule 1.1.5. hereto, and each of
Time Warner Canada and Sony Canada shall effect such registrations,
recordings and filings with public authorities as may be required in
connection with the transfer of ownership to Time Warner Canada and
Sony Canada of such property. Such shares of Class B Common Stock of
Holdco shall thereupon be registered in the names of Time Warner
Canada and Sony Canada in accordance with their respective interests
therein.
(g) DISSOLUTION OF COLUMBIA HOUSE CANADA AND DISTRIBUTION OF COLUMBIA
HOUSE CANADA'S PROPERTY - Time Warner Canada and Sony Canada hereby
agree that effective immediately following the completion of the
steps outlined above, Columbia House Canada shall be dissolved and
wound-up pursuant to the provisions of the Partnership Agreement and
applicable Laws, thereby causing Columbia House Canada to cease to
exist. In connection with the dissolution and wind-up of Columbia
House Canada, all of the remaining property of Columbia House
Canada, which shall consist of any remaining Cash of Columbia House
Canada and the Exchangeable Shares, shall be distributed on the
Closing Date in accordance with the provisions of the Partnership
Agreement and applicable Laws, including Subsection 85(3) of the
Income Tax Act (Canada) (the "ITA") to Time Warner Canada and Sony
Canada.
(h) OTHER DOCUMENTS - The Parties shall deliver such other documents as
may be necessary or desirable to complete all transactions
contemplated by this Agreement (including Schedules) and as provided
for herein.
2.2 PLACE OF CLOSING - The Closing shall take place on the Closing Date at the
offices of Cravath, Swaine & Moore, 825 Eighth Avenue, New York, New York
10019, or at such other place as may be agreed upon by the Parties.
2.3 CONSIDERATION - The consideration payable by Canadian Sub for the Business
Assets (the "Consideration") shall be the amount equal to the aggregate of
the value of 4,989,052 shares of Class B Common Stock of Holdco and
$100,000 and the assumption of liabilities pursuant to paragraph 2.1(b),
exclusive of all applicable sales and transfer taxes.
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2.4 SATISFACTION OF CONSIDERATION - At the Closing Time, the Consideration
shall be satisfied by (i) the issuance by Canadian Sub to Columbia House
Canada of (a) 4,989,052 special shares in the capital of Canadian Sub (the
"Canadian Sub Exchange Shares")(which shares will be transferred to
Canadian Sub immediately following the issuance thereof in exchange for
Exchangeable Shares) and (b) 2 common shares in the capital of Canadian
Sub (the "Canadian Sub Common Shares") and (ii) the assumption of
liabilities and the performance of the other covenants required to be
performed on or prior to Closing hereunder or under the Exchange
Agreement, the Support Agreement or the Voting Trust Agreement.
2.5 ALLOCATION OF THE CONSIDERATION - For Canadian tax purposes, the
Consideration shall be allocated among the Business Assets in accordance
with Schedule 2.5. Columbia House Canada, the partners of Columbia House
Canada and Canadian Sub agree to report the acquisition and transfer of
the Business Assets in any returns required to be filed under the ITA and
any other taxation statutes in accordance with the provisions thereof.
2.6 SECTION 85 ELECTIONS - It is intended that the transfer hereunder of the
Business Assets to Canadian Sub and of the Exchange Shares to Canadian Sub
be on a tax-deferred basis to Columbia House Canada for purposes of the
ITA and applicable provincial income tax statutes. In order to give effect
to this intention, Columbia House Canada and Canadian Sub shall, in a
timely manner, jointly execute and file elections under Subsection 85(2)
of the ITA in prescribed form and elections in prescribed form under the
corresponding provisions of applicable provincial income tax statutes in
respect of the transfer of the Business Assets and the Exchange Shares.
2.7 U.S. TAX CHARACTERIZATION - It is intended at all times for U.S. federal
income tax purposes that (a) the Exchangeable Shares be treated as Common
Stock of Holdco; and (b) Canadian Sub be treated as a "disregarded entity"
and, as such, after giving effect to the transaction contemplated hereby,
a branch or division of Holdco. The Parties agree to, and agree to cause
their respective affiliates to, file all U.S. tax returns consistent with
such treatment and to otherwise follow such treatment for all U.S. tax
purposes.
2.8 INDEMNIFICATION - If the Closing shall occur, Holdco shall indemnify each
of Time Warner Canada, Sony Canada and each of their respective
affiliates, stockholders, partners, directors, officers, employees and
agents, against and hold them harmless from (i) any and all losses,
liabilities, claims, damages, costs and expenses (including attorneys'
fees and disbursements and other reasonable professional fees and
disbursements, whether or not litigation is instituted) (collectively,
"Losses") suffered or incurred by any such indemnified party related to,
or arising out of, the liabilities of Columbia House Canada assumed by
Canadian Sub, (ii) any and all Losses related to, or arising out of, the
business, operations, activities, affairs, properties, assets or
liabilities of Columbia House Canada or any of its subsidiaries, whether
arising before, on or after the Closing Date, and (iii) any and all Losses
(other than any income tax or capital tax liability incurred by Time
Warner Canada or Sony Canada in their personal capacities) incurred by any
such indemnified party related to, or arising out of,
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liabilities of Canadian Sub due to the status of Sony Canada and Time
Warner Canada under Canadian federal and provincial Law as shareholders of
Canadian Sub.
2.9 SALES AND TRANSFER TAXES - Each of Canadian Sub and Columbia House Canada
shall pay directly to the appropriate taxing authorities all sales and
transfer taxes, registration charges and transfer fees other than the
goods and services tax ("GST") imposed under Part IX of the Excise Tax Act
(Canada) payable by it, applicable in respect of the purchase and sale of
the Business Assets under this Agreement and, upon the reasonable request
of each such Party, the other such Party shall furnish proof of such
payment.
2.10 GST ELECTION - Canadian Sub and Columbia House Canada shall jointly elect
under subsection 167(1) of Part IX of the Excise Tax Act (Canada) and any
provincial legislation imposing a similar value added or multi-staged tax,
that no tax be payable with respect to the transfer and acquisition of the
Business Assets pursuant to this Agreement. Canadian Sub and Columbia
House Canada shall make such election in the prescribed form containing
prescribed information pursuant to the Excise Tax Act and any provincial
legislation imposing a similar value added or multi-staged tax, and
Canadian Sub shall file the joint election in compliance with the
requirements of the Excise Tax Act and any provincial legislation imposing
a similar value added or multi-staged tax.
2.11 BULK SALES ACT - It is agreed that Canadian Sub shall not require Columbia
House Canada to comply, or to assist Canadian Sub to comply, with the
requirements of the Bulk Sales Act (Ontario), or such other comparable
legislation in any other jurisdiction as may be applicable to the transfer
of the Business Assets.
ARTICLE 3
CONDITIONS PRECEDENT
The respective obligations of the Parties to complete the Canadian
Transaction and any other transaction contemplated under the Canadian
Transaction Agreements shall be subject to the satisfaction (or waiver by the
applicable beneficiary of the applicable condition) of each of the conditions
precedent set forth in Article IX of the Merger and Contribution Agreement.
ARTICLE 4
GENERAL
4.1 EXPENSES - All fees and expenses incurred in connection with the Canadian
Transaction shall be borne by Canadian Sub if the Canadian Transaction is
consummated.
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4.2 NOTICES - Any notice, request, claim, demand and other communication under
this Agreement shall be in writing and shall be deemed given upon receipt
by the Parties at the following addresses (or at such other address for a
Party as shall be specified by like notice):
(a) if to Time Warner Canada at:
Address: Warner Music Canada Ltd.
3751 Victoria Park Avenue
Toronto, Ontario
M1P 2J1
Attention: Garry Newman
President
Telephone: (416) 491-5005
Fax: (416) 491-0460
(b) if to Sony Canada at:
Address: Sony Canada
1121 Leslie Street
Don Mills, Ontario
Attention: Richard C. Camilleri
President
Telephone: (416) 391-3311
Facsimile: (416) 447-5236
(c) if to The Columbia House Company (Canada) at:
Address: 5900 Finch Avenue East
Scarborough, Ontario
M1B 5X7
Attention: Harjinder Atwal
Executive Vice-President and General Manager
Telephone: (416) 299-9400
Facsimile: (416) 299-2737
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(d) if to Canadian Sub at:
Address: c/o The Columbia House Company (Canada)
5900 Finch Avenue East
Scarborough, Ontario
M1B 5X7
Attention: Harjinder Atwal
Executive Vice-President and General Manager
Telephone: (416) 299-9400
Facsimile: (416) 299-2737
(e) if to Delaware Holdco Corporation at:
Address: c/o CDnow, Inc.
1005 Virginia Drive
Ft. Washington, Pennsylvania
19034
Attention: General Counsel
Telephone: (215) 619-9325
Facsimile: (215) 619-9521
4.3 ASSIGNMENT - Neither this Agreement nor any of the rights, interests or
obligations under this Agreement shall be assigned, in whole or in part,
by operation of law or otherwise by any of the Parties without the prior
written consent of the other parties; provided, however, that each of Time
Warner Canada and Sony Canada may assign its rights, interests and
obligations under this Agreement without the prior written consent of the
other Parties to an affiliate that will consummate the Canadian
Transaction. Any purported assignment without such consent shall be void.
Subject to the preceding sentences, this Agreement will be binding upon,
inure to the benefit of, and be enforceable by, the Parties and their
respective successors and assigns.
4.4 TERMINATION - This Agreement may be terminated at any time prior to the
Closing Time by mutual written consent of Time Warner Canada, Sony Canada
and Holdco. This Agreement shall terminate automatically upon the
termination of the Merger and Contribution Agreement in accordance with
the terms thereof. In the event of a termination of this Agreement as
provided herein, this Agreement shall forthwith become void and have no
effect, without liability or obligation on the part of any of the Parties
hereto other than pursuant to this Article 7, which provisions shall
survive such termination, and except to the extent that such termination
results from the wilful and material breach by a Party of its
representations, warranties or covenants set forth in any Canadian
Transaction Agreement.
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4.5 AMENDMENT - This Agreement may be amended by the Parties at any time by an
instrument in writing signed on behalf of each of the Parties.
4.6 COUNTERPARTS - This Agreement may be executed by the Parties in separate
counterparts each of which when so executed and delivered shall be an
original, but all such counterparts shall together constitute one and the
same instrument.
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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
duly executed as of the date first above written.
WARNER MUSIC CANADA LTD.
By: /s/ GARRY NEWMAN
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By:
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SONY MUSIC ENTERTAINMENT
(CANADA) INC.
By: /s/ RICHARD C. CAMILLERI
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By: /s/ ALAN DYER
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THE COLUMBIA HOUSE
COMPANY (CANADA)
By: /s/ HARJINDER ATWAL
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By:
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CANADIAN SUB
By: /s/ HARJINDER ATWAL
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By:
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DELAWARE HOLDCO
CORPORATION
By: /s/ JASON OLIM
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By:
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