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EXHIBIT 10.5
SUBORDINATION AGREEMENT FOR
EXISTING BACK-TO-BACK SECURITIES
This SUBORDINATION AGREEMENT is dated as of February 7, 2003 (the "Agreement").
To: Bank of America, N.A., for itself and as Administrative Agent under the
Credit Agreement (defined below) for the Lenders (the "ADMINISTRATIVE
AGENT")
Sun Media Corporation, a British Columbia company (the
"OBLIGOR"), as obligor under the convertible obligations dated as of July 9,
2001 and November 28, 2002 in the principal amount of Cdn.$1,600,000,000 and
Cdn$350,000,000, respectively, made by the Obligor in favour of Quebecor Media
Inc. (the "SUBORDINATED NOTES"), and Quebecor Media Inc., as holder (the
"HOLDER") of the Subordinated Notes, for ten dollars and other good and valuable
consideration received by each of the Obligor and the Holder from the
Administrative Agent and by each of the Obligor and the Holder from the other,
agree as follows:
1. INTERPRETATION.
(a) "CASH, PROPERTY OR SECURITIES". "Cash, Property or Securities" shall
not be deemed to include securities of the Obligor or any other Person provided
for by a plan of reorganization or readjustment, the payment of which is
subordinated at least to the extent provided herein with respect to the
Subordinated Notes, to the payment of all Senior Indebtedness which may at the
time be outstanding; provided, however, that (i) all Senior Indebtedness is
assumed by the new Person, if any, resulting from any such reorganization or
readjustment, and (ii) the rights of the holders of the Senior Indebtedness are
not, without the consent of such holders, altered by such reorganization or
readjustment.
(b) "PAYMENT IN FULL". "payment in full", with respect to Senior
Indebtedness, means the receipt on an irrevocable basis of cash in an amount
equal to the unpaid principal amount of the Senior Indebtedness and premium, if
any, and interest and any special interest thereon to the date of such payment,
together with all other amounts owing with respect to such Senior Indebtedness.
(c) "SENIOR INDEBTEDNESS". "Senior Indebtedness" means, at any date all
indebtedness (including, without limitation, any and all amounts of principal,
interest, special interest, additional amounts, premium, fees, penalties,
indemnities and "post-petition interest" in bankruptcy and any reimbursement of
expenses) under (1) the Indenture , including, without limitation, the "Notes",
the "Subsidiary Guarantees", the "Exchange Notes", the "Additional Notes" and
any Guarantee of the Exchange Notes or the Additional Notes (in each case, as
defined in the Indenture) and (2) the Credit Agreement, dated as of February 7,
2003, among the Obligor, the financial institutions identified as lenders
therein, Banc of America Securities LLC, as joint lead arranger, Bank of
America, N.A., as administrative agent, and Credit Suisse First Boston
Corporation, as joint lead arranger and syndication agent (the "CREDIT
AGREEMENT"; capitalized terms used herein without definition having the meanings
set forth therein).
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2. AGREEMENT ENTERED INTO PURSUANT TO CREDIT AGREEMENT. The Obligor, the
Administrative Agent and the Lenders are entering into this Agreement pursuant
to the provisions of the Credit Agreement , pursuant to which the Obligor has
borrowed US$230,000,000 and has additional borrowings available of
Cdn.$75,000,000 (the "ACCOMMODATIONS").
3. SUBORDINATION. The indebtedness represented by the Subordinated Notes
shall be subordinated as follows:
(a) AGREEMENT TO SUBORDINATE. The Obligor, for itself and its successors
and assigns, and the Holder agree that the indebtedness evidenced by the
Subordinated Notes (including, without limitation, principal, interest, premium,
fees, penalties, indemnities and "post-petition interest" in bankruptcy and any
reimbursement of expenses) is subordinate and junior in right of payment, to the
extent and in the manner provided in this Section 3, to the prior payment in
full of all Senior Indebtedness. The provisions of this Section 3 are for the
benefit of the Administrative Agent acting on behalf of the holders from time to
time of Senior Indebtedness under the Credit Agreement, and such holders are
hereby made obligees hereunder to the same extent as if their names were written
herein as such, and they (collectively or singly) may proceed to enforce such
provisions.
(b) LIQUIDATION, DISSOLUTION OR BANKRUPTCY.
(i) Upon any distribution of assets of the Obligor to creditors or
upon a liquidation or dissolution or winding-up of the Obligor
or in a bankruptcy, arrangement, liquidation, reorganization,
insolvency, receivership or similar case or proceeding
relating to the Obligor or its property or other marshalling
of assets of the Obligor:
(A) the holders of Senior Indebtedness shall be entitled
to receive payment in full of all Senior Indebtedness
before the Holder shall be entitled to receive any
payment of principal of or interest on, or any other
amount owing in respect of, the Subordinated Notes;
(B) until payment in full of all Senior Indebtedness, any
distribution of assets of the Obligor of any kind or
character to which the Holder would be entitled but
for this Section 3 is hereby assigned to the holders
of Senior Indebtedness absolutely and shall be paid
by the Obligor or by any receiver, trustee in
bankruptcy, liquidating trustee, agents or other
Persons making such payment or distribution to, the
Administrative Agent behalf of the holders of Senior
Indebtedness under the Credit Agreement, as their
interests may appear; and
(C) in the event that, notwithstanding the foregoing, any
payment or distribution of assets of the Obligor of
any kind or character, whether in Cash, Property or
Securities, shall be received by the Holder before
all Senior Indebtedness is paid in full, such payment
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or distribution shall be held in trust for the
benefit of and shall be paid over to the
Administrative Agent on behalf of the holders of
Senior Indebtedness under the Credit Agreement, as
their interests may appear, for application to the
payment of all Senior Indebtedness under the Credit
Agreement until all such Senior Indebtedness shall
have been paid in full after giving effect to any
concurrent payment or distribution to the holders of
Senior Indebtedness under the Credit Agreement in
respect of such Senior Indebtedness.
(ii) If (A) a bankruptcy, reorganization, insolvency, receivership
or similar proceeding relating to the Obligor or its property
(a "REORGANIZATION PROCEEDING") is commenced and is continuing
and (B) the Holder does not file proper claims or proofs of
claim in the form required in a Reorganization Proceeding
prior to 45 days before the expiration of the time to file
such claims, then (1) upon the request of the Administrative
Agent, the Holder shall file such claims and proofs of claim
in respect of the Subordinated Notes and execute and deliver
such powers of attorney, assignments and proofs of claim or
proxies as may be directed by the Administrative Agent to
enable it to exercise in the sole discretion of the
Administrative Agent any and all voting rights attributable to
the Subordinated Notes which are capable of being voted
(whether by meeting, written resolution or otherwise) in a
Reorganization Proceeding and enforce any and all claims upon
or in respect of the Subordinated Notes and to collect and
receive any and all payments or distributions which may be
payable or deliverable at any time upon or in respect of the
Subordinated Notes, and (2) whether or not the Administrative
Agent shall take the action described in clause (1) above, the
Administrative Agent shall nevertheless be deemed to have such
powers of attorney as may be necessary to enable the
Administrative Agent to exercise such voting rights, file
appropriate claims and proofs of claim and otherwise exercise
the powers described above for and on behalf of the Holder.
(c) SUBROGATION. After all Senior Indebtedness is paid in full and until
the Subordinated Notes are paid in full, the Holder shall be subrogated to the
rights of the holders of Senior Indebtedness. For purposes of this Section 3(c),
a distribution made under this Section 3 to holders of Senior Indebtedness which
otherwise would have been made to the Holder, or a payment made by the Holder to
holders of Senior Indebtedness in respect of a turnover obligation under this
Section 3, is not, as between the Obligor and such holder, a payment by the
Obligor on Senior Indebtedness.
(d) RELATIVE RIGHTS. This Section 3 defines the relative rights of the
Holder and the holders of Senior Indebtedness. Nothing in this Section 3 shall:
(i) impair, as between the Obligor and the Holder, the obligation
of the Obligor, which is absolute and unconditional, to pay
the principal of and interest on the Subordinated Notes in
accordance with their terms; or
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(ii) affect the relative rights of the Holder and creditors of the
Obligor other than the holders of Senior Indebtedness; or
(iii) affect the relative rights of the holders of Senior
Indebtedness among themselves or opposite the Obligor under
the Credit Documents; or
(iv) prevent the Holder from exercising its available remedies upon
a default, subject to the rights of the holders of Senior
Indebtedness to receive cash, property or other assets
otherwise payable to the Holder.
(e) SUBORDINATION MAY NOT BE IMPAIRED.
(i) No right of any holder of Senior Indebtedness to enforce the
subordination of indebtedness evidenced by the Subordinated
Notes shall in any way be prejudiced or impaired by any act or
failure to act by the Obligor or by any such holder or the
Administrative Agent, or by any non-compliance by the Obligor
with the terms, provisions or covenants herein, regardless of
any knowledge thereof which any such holder or the
Administrative Agent may have or be otherwise charged with.
Neither the subordination of the Subordinated Notes as herein
provided nor the rights of the holders of Senior Indebtedness
with respect hereto shall be affected by any extension,
renewal or modification of the terms, or the granting of any
security in respect of, any Senior Indebtedness or any
exercise or non-exercise of any right, power or remedy with
respect thereto.
(ii) The Holder agrees that all indebtedness evidenced by the
Subordinated Notes will be unsecured by any Lien upon or with
respect to any property of the Obligor.
(iii) The Holder agrees not to exercise any offset or counterclaim
or similar right in respect of the indebtedness evidenced by
the Subordinated Notes except to the extent payment of such
indebtedness is permitted and will not assign or otherwise
dispose of the Subordinated Notes or the indebtedness which it
evidences unless the assignee or acquiror, as the case may be,
agrees to be bound by the terms of this Agreement.
(g) HOLDER ENTITLED TO RELY.
Upon any payment or distribution pursuant to this Section 3, the Holder
shall be entitled to rely (i) upon any order or decree of a court of
competent jurisdiction in which any proceedings of the nature referred
to in Section 3(b) are pending, (ii) upon a certificate if the
liquidating trustee or agent or other person in such proceedings making
such payment or distribution to the Holder or its representative, if
any, or (iii) upon a certificate of the Administrative Agent or any
representative (if any) of the holders of Senior Indebtedness for the
purpose of ascertaining the persons entitled to participate in such
payment or distribution, the holders of the Senior Indebtedness and
other indebtedness of the Obligor, the
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amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this
Section 3.
4. ENFORCEABILITY. Each of the Obligor and the Holder represents and
warrants that this Agreement has been duly authorized, executed and delivered by
each of the Obligor and the Holder and constitutes a valid and legally binding
obligation of each of the Obligor and the Holder, enforceable in accordance with
its terms, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability relating to
or affecting creditors' rights and to general equity principles; and on the date
hereof, the Holder shall deliver an opinion or opinions of counsel to such
effect to the Administrative Agent for the benefit of the Lenders.
5. MISCELLANEOUS.
(a) Until payment in full of all the Senior Indebtedness, the Obligor and
the Holder agree that no amendment shall be made to either of the Subordinated
Notes which would affect the rights of the holders of the Senior Indebtedness.
(b) This Agreement may not be amended or modified in any respect, nor may
any of the terms or provisions hereof be waived, except by an instrument signed
by the Obligor, the Holder and the Administrative Agent.
(c) This Agreement shall be binding upon each of the parties hereto and
their respective successors and assigns and shall inure to the benefit of the
Administrative Agent and each and every holder of Senior Indebtedness and their
respective successors and assigns.
(d) This Agreement shall be governed by and construed in accordance with
the laws of the State of New York.
(e) The Holder and the Obligor each hereby irrevocably agrees that any
suits, actions or proceedings arising out of or in connection with this
Agreement may be brought in any state or federal court sitting in The City of
New York or any court in the Province of Quebec and submits and attorns to the
non-exclusive jurisdiction of each such court.
(f) The Holder and the Obligor will whenever and as often as reasonably
requested to do so by the Administrative Agent, do, execute, acknowledge and
deliver any and all such other and further acts, assignments, transfers and any
instruments of further assurance, approvals and consents as are necessary or
proper in order to give complete effect to this Agreement.
(g) Each of the Holder and the Obligor irrevocably appoints CT Corporation
System, as its authorized agent in the State of New York upon which process may
be served in any such suit or proceedings, and agrees that service of process
upon such agent, and written notice of said service to CT Corporation System, by
the person serving the same to the addresses listed below, shall be deemed in
every respect effective service of process upon the Holder or the Obligor, as
applicable, in any such suit or proceeding.
If to the Obligor:
Sun Media Corporation
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333 King Street East
Toronto, Ontario M5A 3XS
Canada
If to the Holder:
Quebecor Media Inc.
612 Saint-Jacques Street
Montreal, Quebec H3C 4M8
Canada
Each of the Holder and the Obligor further agrees to take any and all
action as may be necessary to maintain such designation and appointment of such
agent in full force and effect for a period of ten years from the date of this
Agreement.
IN WITNESS WHEREOF, the Obligor and the Holder each have
caused this Agreement to be duly executed.
SUN MEDIA CORPORATION
by /s/ Mark D'Souza
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Name: Mark D'Souza
Title: Vice President and Treasurer
QUEBECOR MEDIA INC.
by /s/ Mark D'Souza
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Name: Mark D'Souza
Title: Vice President and Treasurer