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EXHIBIT 10.11
MANAGEMENT SERVICES AGREEMENT
BETWEEN: QUEBECOR MEDIA INC., a company incorporated
under the laws of the Province of Quebec;
(hereinafter referred to as "QMI")
AND: SUN MEDIA CORPORATION, a company incorporated
under the COMPANY ACT, British Columbia;
(hereinafter referred to as "Sun")
WHEREAS Sun is an indirect wholly-owned subsidiary of QMI;
WHEREAS QMI has agreed to provide Sun with certain management services subject
to and upon the terms and conditions set forth herein;
NOW THEREFORE THE PARTIES AGREE AS FOLLOWS:
1. QMI undertakes to provide Sun with the management services described in
Schedule "A" (the "Services") in the manner set out below.
2. In consideration of the Services, Sun shall pay to QMI an annual fee
(the "Annual Fee") as follows:
2.1 The Annual Fee for the year 2002 shall be equal to five million
one hundred thousand dollars (5 100 000 $);
2.2 The Annual Fee for the year 2003 shall be equal to five million
four hundred thousand dollars (5 400 000 $); and
2.3 The Annual Fee for each of the years 2004, 2005, and 2006 shall
be negotiated between the parties, acting in good faith, in
accordance with their budgeting process on or about the first
day of October of each preceding year.
3. In addition to the Annual Fee, QMI shall be entitled to the
reimbursement of its reasonable out-of-pocket expenses incurred in
relation with the provision of the Services (including, without
limitation, reasonable fees and disbursements of legal and financial
advisors).
4. For any given year, in no event shall the amount paid by Sun to QMI
pursuant to Sections 2 and 3 of this Agreement exceed one and a half
percent (1.5 %) of Sun's Consolidated Revenues for any such given year.
For the purposes of this Agreement, "Sun's Consolidated Revenues" means
the gross revenues of Sun and its subsidiaries determined on a
consolidated basis in accordance with the generally accepted accounting
principles consistently applied in Canada (GAAP)
5. The Annual Fee shall be payable in equal monthly instalments, in advance
on the first day of each month.
6. All amounts payable under this Agreement are in Canadian dollars, and
are exclusive of applicable taxes.
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7. Notwithstanding its actual date of signature, this Agreement shall be
for a term of five years commencing on January 1st, 2002 and ending on
December 31st, 2006. Notwithstanding the foregoing, either party may
terminate this Agreement by written notice to the other party at least
sixty (60) days prior to the end of any fiscal year.
8. The preamble and the schedule attached to this Agreement shall form an
integral part of this Agreement.
9. This Agreement shall enure to the benefit of and be binding upon the
respective successors and permitted assigns of the parties hereto.
10. This Agreement constitutes the entire agreement between the parties
hereto with respect to the subject matter hereof and cancels and
supersedes any prior understandings and agreements between the parties
hereto with respect thereto. There are no representations, warranties,
terms, conditions, undertakings or collateral agreements, express,
implied or statutory, between the parties other than as expressly set
forth in this Agreement.
11. No amendment to this Agreement shall be valid or binding unless set
forth in writing and duly executed by both parties. No waiver of any
breach of any provision of this Agreement shall be effective or binding
unless made in writing and signed by the party purporting to give the
same and, unless otherwise provided in the written waiver, shall be
limited to the specific breach waived
12. Sun may not assign its rights or obligations under this Agreement
without the prior written consent of QMI.
13. Any request, notice or other communication (a "Communication") to be
given in connection with this Agreement shall be given in writing and
may be given by personal delivery, by registered mail or by telecopier
addressed to the recipient as follows
To QMI.
QUEBECOR MEDIA INC.
300 Viger Avenue East
Montreal, Quebec
H2X 3W4
Telecopier: (514) 985-8834
Attention: Vice-President, Legal Affairs and Corporate Secretary
To Sun.
SUN MEDIA CORPORATION
300 Viger Avenue East
Montreal, Quebec
H2X 3W4
Telecopier: (514) 985-8834
Attention: Corporate Secretary
or such other address, telecopier number or individual as may be
designated by notice by a party to the other. Any Communication given by
personal delivery shall be deemed to have been given
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on the day of actual delivery thereof and, if given by registered mail,
on the second Business Day following the deposit thereof in the mail
and, if given by telecopier, on the day of transmittal thereof.
14. 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.
15. The Parties have requested that this Agreement be drafted in the English
language. LES PARTIES ONT EXIGE QUE CE CONTRAT SOIT REDIGE EN LANGUE
ANGLAISE.
IN WITNESS THEREOF THE PARTIES HAVE EXECUTED THIS AGREEMENT ON JANUARY 17TH,
2003.
QUEBECOR MEDIA INC.
Per: /s/ Claude Helie
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Per: ________________________
SUN MEDIA CORPORATION
Per: /s/ Pierre Francoeur
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Per: ________________________
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SCHEDULE "A"
DESCRIPTION OF SERVICES
- - Internal Audit
- - Legal and Corporate Services
- - Financial Planning and Treasury
- - Tax Services
- - Real Estate
- - Financial Analysis
- - Human Resources
- - Insurance and Risk Management Services
- - Public Relations, Investor Relations and Communications Services
- - Top Management Services
- - and other services to be agreed upon between the parties.