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EXHIBIT 10.30
RELEASE AND SETTLEMENT AGREEMENT
THIS
RELEASE AND SETTLEMENT AGREEMENT (this "Agreement") is entered
into
this 6th day of December, 2005, between Torys LLP, an Ontario
limited liability
partnership, Torys LLP, a New York limited liability partnership
(collectively,
along with any predecessor partnerships, "Torys"), and Hollinger
International
Inc. ("International"), a Delaware corporation (together, the
"Parties").
WHEREAS by resolutions dated June 19, 2003, and January 20, 2004,
the Board
of Directors of International formed and authorized a Special
Committee (the
"SC") to investigate and file suit regarding, among other things,
various
related-party transactions and payments and to seek to recover
assets and
damages for International; and
WHEREAS on August 30, 2004, International filed the SC's report
of
investigation (the "SC Report") with the U.S. District Court for
the Northern
District of Illinois in the action titled SEC v. Hollinger
International Inc.,
Case No. 04-C-0366, and with the United States Securities &
Exchange Commission
on SEC Form 8-K; and
WHEREAS during 2005 International, through the SC, and Torys have
been
discussing a resolution of International's potential claims against
Torys
arising out of certain of the transactions and events described in
the SC
Report; and
WHEREAS Torys denies that it has liability to International or has
engaged
in any wrongdoing; and
WHEREAS Torys has agreed to enter into this Agreement to resolve
any
potential liability to International and to reduce further
expense,
inconvenience, and the distraction of burdensome and protracted
litigation; and
WHEREAS the SC has approved the settlement reflected in this
Agreement as
fair, reasonable and adequate and in the best interests of
International and its
shareholders; and
NOW
THEREFORE IN CONSIDERATION OF THE COVENANTS SET OUT BELOW AND
OTHER
GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF
WHICH IS
ACKNOWLEDGED, International and Torys agree as follows:
1.
Payment by Torys of Settlement Amount. By no later than December
22,
2005, Torys shall pay, or cause to be paid by its agents, to
International, in
the lawful currency of the United States of America, by certified
check, bank
draft or wire transfer, the sum of U.S. $30,250,000.00 (the
"Settlement
Amount").
2.
Cooperation by Torys. Torys agrees to cooperate in good faith with
the
SC and with International and its subsidiaries in litigation and
arbitration in
which International or any International subsidiary is a party and,
except where
such cooperation would be illegal or otherwise improper, in
administrative,
regulatory and criminal proceedings involving any former
International officer
or director (the "Proceedings"). Without limiting the foregoing,
Torys shall
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cooperate in all legal proceedings identified in International's
Form 10-K for
the fiscal year ended December 31, 2004, as filed with the U.S.
Securities and
Exchange Commission, as the SC or International may reasonably
request from time
to time. In connection with the Proceedings, to the full extent
permitted by
law, Torys agrees to make its partners and employees available on a
timely basis
to testify, provide affidavits, respond to inquiries and to provide
any
information as reasonably requested by International, the SC or
either of their
counsel, and agrees to provide as full and complete information as
is permitted
under the applicable law and subject to any confidentiality
obligations to other
clients that either are legally enforceable or are imposed on Torys
by the
applicable ethical rules governing the conduct of attorneys. Torys
shall
undertake its best efforts to make available to International and
the SC, on the
same basis, former Torys partners and employees.
3.
Mutual Release and Settlement. Upon payment in full of the
Settlement
Amount, International, its past, present, and future subsidiaries
and divisions,
all partnerships in which International or a subsidiary of
International is the
general partner and any corporation owned by such partnership, and
their
successors and assigns (collectively, the "International
Releasors") do hereby
fully, finally, and forever release, remise, acquit, and forever
discharge Torys
and its past, present, and future partners, employees, directors,
officers,
affiliates, agents, advisors, insurers, and reinsurers, and their
predecessors,
successors, and assigns (collectively, the "Torys Releasees"),
separately and
jointly, of and from any and all rights, interests, obligations,
debts, dues,
sums of money, accounts, reckonings, damages, claims, actions,
allegations,
causes of action, counterclaims or demands whatsoever, whether
known or unknown,
in law or in equity, of whatever kind or character, suspected,
fixed, or
contingent (collectively, "Claims") that have been, that could be,
or that could
have been asserted by the International Releasors from the
beginning of time
through the date hereof (including without limitation any claim
for
contribution, indemnification, reimbursement, or any other forms of
claims over
related to the subject matter of the Settled Claims that could be
asserted on or
after the date hereof by the International Releasors based on
events occurring
prior to and through the date hereof) against the Torys Releasees
concerning (i)
Torys' representation of International, its subsidiaries,
divisions, all
partnerships in which International or a subsidiary of
International is the
general partner, and any corporation owned by such partnership or
(ii)
allegations of injury to such entities caused by Torys
(collectively, the
"Settled Claims"). Torys and its past, present, and future
partners, employees,
officers, directors, and predecessors, and their successors and
assigns
(collectively, the "Torys Releasors") do hereby fully, finally, and
forever
release, remise, acquit, and forever discharge the International
Releasors, the
Cardinal Settling Directors (as defined in paragraph 8 below), and
their
respective insurers, separately and jointly, of and from any and
all Claims that
have been, that could be, or that could have been asserted by the
Torys
Releasors from the beginning of time through the date hereof
against the
International Releasors or the Cardinal Settling Directors, except
that none of
the Torys Releasors releases any Claims any of the Torys Releasors
has or could
have against any insurer for rights under an insurance policy
issued to any of
the Torys Releasors. The releases provided under this paragraph do
not prohibit
the International Releasors or the Torys Releasors from arguing
that one or more
of the other is liable to the plaintiffs in any pending or future
securities
class action suits and that proportionate liability is appropriate
in such
suits. The releases provided under this paragraph do not release
Torys or
International from their obligations under this Agreement. The
releases provided
under this paragraph do not preclude the International Releasors or
the Torys
Releasors from asserting any defenses in litigation brought against
them by a
putatively released party or otherwise restrict
2
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the arguments the Torys Releasors or the International Releasors
could advance
in such litigation. Notwithstanding the foregoing, the Torys
Releasors shall not
be deemed to have released the Cardinal Settling Directors unless
and until the
Cardinal Settlement Agreement (as defined in paragraph 8 below) is
approved by
the court and the Effective Date, as defined in the Cardinal
Settlement
Agreement, arrives.
4.
Unknown Claims. With respect to the releases set forth in paragraph
3 of
this Agreement, the Parties expressly understand, acknowledge, and
assume the
risk that Claims may exist but presently be unknown, or that losses
resulting
from such Claims may be presently unknown or overestimated or
underestimated in
amount or severity, and the Parties have taken the possibility of
unknown,
underestimated, or overestimated Claims into account in determining
the amount
of consideration to be paid in exchange for the releases provided
herein. The
Parties, on their own behalf and on behalf of their respective
related persons
and entities, expressly waive and relinquish, to the fullest extent
permitted by
law, the provisions, rights, and benefits of any statute or
principle of common
law of the United States, Canada, or any state, province, or
country, which
either narrowly construes releases purporting by their terms to
release such
unknown or underestimated or overestimated Claims in whole or in
part, or
restricts or prohibits the releasing of such Claims.
5.
Limitations on Claims by Torys. Torys shall not seek to recover
any
amounts by way of contribution, indemnity, reimbursement, claim
over, or
otherwise from any other person, partnership, corporation, or other
entity who
may al
