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EXHIBIT 10.9
SUN MEDIA CORPORATION
12.15 % convertible Obligation (< Cancap >) due November 28, 2008
CDN $350,000,000 November 28, 2002
FOR VALUE RECEIVED, the undersigned, SUN MEDIA CORPORATION, a company
continued and existing under the COMPANY ACT (British Columbia) (the
< ISSUER >) , hereby promises to pay to QUEBECOR MEDIA INC., a company
organized and existing under the COMPANIES ACT (Quebec), or its assigns (in
each case, the < HOLDER >), the sum of 350,000,000 Canadian Dollars (the
< FACE AMOUNT >) on November 28, 2008, with interests ("COUPON PAYMENTS") on
the unpaid balance thereof at the rate of 12.15 % per annum from the date
hereof. The Coupon Payments shall be payable (subject to Section 2(b) hereof)
semi-annually on January 14 and July 14 of each year (the first Coupon
Payment which shall be of $5,475,821.92 and payable on January 14, 2003, and
the last Coupon Payment which shall be of $15,961,438.36 and payable on
November 28, 2008), until the Face Amount hereof shall become due and payable.
This 12.15 % Convertible Obligation due November 28, 2008 (together
with any security issued upon transfer or exchange of or in substitution for
this Convertible Obligation, in each case, the < CANCAP >) is an obligation
of the Issuer. The Holder of the Cancap will be deemed, by its acceptance of
such Cancap, to have agreed to all of the provisions thereof.
1. DEFINITIONS. The following are definitions which apply to the
Cancap :
"CREDIT FACILITY" means the amended and restated credit agreement dated as of
April 1, 2000, as amended from time to time, between the Issuer (as borrower),
the financial institutions identified therein (as lenders), Royal Bank of
Canada (as administrative agent) and Credit Suisse First Boston Canada (as
documentation agent).
"CONVERSION PRICE" means the fair market value per share (as defined
hereinafter) at the time of a conversion pursuant to Section 6 hereof, as
determined in good faith by the Board of Directors of the Issuer;
"SHARE PAYMENT PRICE" means the fair market value per Share at the time of a
share payment pursuant to Section 2(c) hereof, as determined in good faith by
the Board of Directors of the Issuer; and
"SHARES" means fully-paid and non-assessable common shares of the capital stock
of the Issuer or its successor, and "SHARE" means one (1) such share.
2. (a) CASH PAYMENT. Subject to Sections 2(c) and 6(a), payments
with respect to the Cancap shall be made in lawful money of Canada. Payments due
and payable on the Cancap shall be made, without the presentment or surrender of
any Cancap, by wire transfer or such other method, and at such
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address in Canada (the "PLACE OF PAYMENT"), as shall be specified by the Holder
in a notice given at any time and from time to time to the Issuer.
(b) PAYMENT DEFERRAL OPTION. The issuer may elect to defer, at
any time and from time to time, Coupon Payments on the Cancap by extending the
Coupon Payment period on the Cancap for a period (each such period, an
"EXTENSION PERIOD") of up to twelve (12) consecutive semi-annual periods;
provided, however, that no Extension period may extend beyond November 28, 2008.
(c) SHARE PAYMENT OPTION. The Issuer may at any time, at its
option, elect to satisfy its obligation to pay deferred semi-annual and the
final Coupon Payment amounts by issuing and delivering to the Holder, for each
portion of $1,000 of Coupon Payment owed under the Cancap, the number of Shares
obtained by dividing $1,000 by the Share Payment Price.
3. OPTIONAL REDEMPTION. The Cancap is redeemable at the option
of the Issuer, in whole at any time or in part from time to time, at a
redemption price equal to the then outstanding Face Amount (or portion thereof
called for redemption, as the case may be), together, in each case, with accrued
and unpaid Coupon Payments, if any, to the redemption date.
In order to effect an optional redemption, the Issuer shall provide to
the Holder a notice of redemption of at least one (1) business day. On and after
any redemption date, Coupon Payments will cease to accrue on the Cancap or
portion thereof called for redemption.
4. MANDATORY REDEMPTION. (A) The occurrence of any of the
following shall constitute a MANDATORY REDEMPTION EVENT :
(1) any failure to pay the Face Amount of the Cancap when due
and payable (whether at maturity or a date fixed for redemption or by
declaration or otherwise);
(2) any failure to pay any Coupon Payment on the Cancap
when due and payable, which failure continues for a period of thirty (30) days;
(3) any failure to perform any other obligation under the
Cancap, which failure continues for more than thirty (30) days after receipt by
the Issuer of a notice from the Holder describing such failure in reasonable
detail;
(4) the Issuer (i) admits in writing its inability to pay its
debts as they become due, (ii) files, or consents by answer or otherwise to the
filing against it of, a petition for relief, reorganisation or arrangement or
any other petition in bankruptcy or for liquidation or to take advantage of any
bankruptcy, insolvency, reorganization, moratorium or other similar law of any
jurisdiction, (iii) makes an assignment for the benefit of its creditors, (iv)
consents to the appointment of a custodian, receiver, trustee or other officer
with similar powers with respect to it or
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any substantial part of its assets or (v) takes corporate action for the purpose
of the foregoing; or
(5) a court or other governmental authority of competent
jurisdiction enters an order (i) appointing a custodian, receiver, trustee or
other officer with similar powers with respect to the Issuer or any substantial
part of its assets, (ii) for relief or approving a petition for relief,
reorganization or any other petition in bankruptcy or for liquidation of the
Issuer or to take advantage of any bankruptcy, insolvency, reorganization,
moratorium or other similar law of any jurisdiction or (iii) for the
dissolution, winding-up or liquidation of the Issuer, or any such petition
shall be filed against the Issuer and not be dismissed within ninety (90) days.
(b) The Cancap is not redeemable at the option of the Holder upon any Mandatory
Redemption Event prior to May 15, 2007. From and after May 15, 2007, the Cancap
is not redeemable at the option of the Holder upon any Mandatory Redemption
Event unless (i) no amounts are outstanding under the Credit Facility, (ii) the
administrative agent under the Credit Facility has already demanded payment of
amounts owing under the Credit Facility, or (iii) if amounts are outstanding
under the Credit Facility, not less than ninety (90) days' advance notice of the
Mandatory Redemption Event has been given to the administrative agent under the
Credit Facility. Subject to the foregoing, if any Mandatory Redemption Event has
occurred and is continuing, the Holder may, by written notice to the Issuer,
declare the Cancap to be immediately due and payable to the Holder. In any such
case, the Cancap will mature, and all amounts payable with respect thereto shall
become immediately due and payable, without presentment, demand, protest or
further notice, all of which are hereby waived.
(c) At any time after the Cancap has been declared immediately due and payable,
the Holder may, by notice to the Issuer, rescind such declaration and its
consequences; PROVIDED THAT (i) no judgment or decree shall have been entered
for the payment of the Cancap by reason of such declaration, (ii) the Issuer
shall have paid all amounts then due and payable (other than by virtue of such
declaration) with respect to the Cancap, and (iii) all non-monetary Mandatory
Redemption Events, if any, shall have been waived by the Holder of shall have
been cured.
5. RANKING. The obligations of the Issuer under the Cancap are subordinated in
right of payment to the prior payment in full of all existing and future
indebtedness of the Issuer. The holders of all other indebtedness of the Issuer
will be entitled to receive payment in full of all amounts due on or in respect
of all other indebtedness of the Issuer before the Holder is entitled to receive
or retain payment of any kind on the Cancap.
6. CONVERTIBILITY. (a) By giving a notice (a "CONVERSION NOTICE") to the Holder
at any time prior to the close of business on November 27, 2008 or the business
day immediately preceding the date of a redemption, as the case may be, the
Issuer may elect to convert all or any part of the unpaid Face Amount and
accrued and unpaid Coupon Payments into Shares at the Conversion Price, the
number of which Shares shall be determined by dividing the amount to be so
converted by the
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Conversion Price. Until the Issuer converts any unpaid Face Amount and accrued
and unpaid Coupon Payments to Shares, the Holder shall have under this Section 6
none of the rights or obligations of a shareholder of the Issuer.
(b) RESERVED SHARES; REGISTRATION, LISTING, ETC. The issuer shall reserve (if at
any time its articles limit the number of authorized Shares) and at all times
keep available, solely for the purpose of delivery upon conversion of the Cancap
as provided in this Section 6, such number of Shares as would then be
deliverable at the Conversion Price upon the conversion of the Cancap, which
Shares would be upon delivery duly and validly issued and fully paid and
non-assessable. If any such Shares require registration with or approval of any
governmental authority under any applicable law or listing upon any national
securities exchange before such shares may be issued and delivered upon
conversion, the Issuer shall use its best efforts to cause such Share to be duly
registered, approved and listed, as the case may be.
(c) CONVERSION PROCEDURE. Each Conversion Notice shall specify (a) the unpaid
Face Amount of the Cancap, (b) accrued and unpaid Coupon Payments payable
thereon, (c) the Conversion Price and (d) the number of Shares to be issued and
delivered upon conversion. The Issuer shall, within ten (10) days of sending any
Conversion Notice (or at such later time as to which the Issuer and the Holder
may agree) deliver to the Holder at the Place of Payment, against surrender of
the Cancap owned by the Holder, (i) at the Issuer's expense (including any stamp
taxes or similar governmental charges), the appropriate number of duly and
validly issued and fully paid and non-assessable Shares and one (1) or more
stock certificates therefor (in such number and registered in such names as the
Holder may direct, provided that if Shares are to be registered in the name of a
person other than the Holder, the Holder shall take all steps necessary to
ensure that such registration and any transfer resulting therefrom does not
breach any applicable provision of securities law or stock exchange rule) and
(ii) to the extent of any unpaid Face Amount of the Cancap after giving effect
to such conversion (and at the Issuer's expense), one (1) Cancap (registered in
such name as the Holder may direct) in substantially the form, and in aggregate
face amount equal to the such unpaid Face Amount of, such surrendered Cancap.
Each new Cancap shall be dated the date to which the Coupon Payment shall have
been paid on such surrendered Cancap and future Coupon Payments shall accrue
from such date.
7. MISCELLANEOUS.
(a) NOTICES. Except as specifically provided elsewhere herein, notices and
other communications required or permitted to be given hereunder will be
effective when in writing and delivered by hand, mail, recognized overnight
courier or telecopier, addressed as follows or to such other addresses as
shall be specified by notice :
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(1) If to the Issuer :
Sun Media Corporation
333 King Street East
Toronto (Ontario) M5A 3X5
Attention : Vice-President, Corporate Controller
Telecopier Number : (416) 947-3119
(2) If to the Holder :
Quebecor Media inc.
300 Viger Avenue East
Montreal (Quebec) H2X 3W4
Attention : Vice-president, Legal Affairs
Telecopier Number : (514) 985-8834
(b) GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the Province of Quebec and the laws of Canada
applicable therein.
(c) SUCCESSORS AND ASSIGNS. The respective rights and obligations of the
Issuer and of the Holder hereunder shall be binding upon and inure to the
benefit of their respective successors and assigns, PROVIDED THAT the Holder
hereunder may only assign the totality of the unpaid balance of the Face Amount
hereof at the time of an assignment.
Without restricting the foregoing, the Issuer and the Holder acknowledge
and agree that the Cancap shall be binding upon, and be an obligation of, any
corporation with which the Issuer may amalgamate.
(d) SEVERABILITY. Any provision of the Canacap that is held invalid, illegal
or unenforceable in any jurisdiction shall not affect the validity, legality or
enforceability of the other provisions of the Cancap in such jurisdiction or any
provision of the Cancap in any other jurisdiction. The Issuer and the Holder
shall endeavour in good-faith negotiations to replace any invalid, illegal or
unenforceable provisions with valid, legal and enforceable provisions, as the
case may be, the economic effect of which shall, taken together with the other
provisions of the Cancap, come as close as possible to the economic effects the
parties intended by the Cancap and the transactions contemplated thereby.
(e) COUNTERPARTS. The Cancap and any instrument or other document executed
in connection therewith may be executed in any number of counterparts, each of
which shall be original but all of which together shall constitute one (1)
instrument or other document, as the case may be.
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(f) LOSS. In the event the Cancap is misplaced, lost or stolen, the Issuer
shall upon demand, issue and deliver, without cost, to the Holder a new Cancap
identical to this one, as replacement thereof.
IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized
representative to execute this Agreement as of the date first written above.
ISSUER
SUN MEDIA CORPORATION
By: ______________________
Name : Pierre Francoeur
Title: President & Chief
Executive Officer
HOLDER
QUEBECOR MEDIA INC.
By: ____________________________________
Name : Louis St-Arnaud
Title: Vice-President, Legal Affairs and Secretary