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EXHIBIT 4.7
PLEDGE AGREEMENT entered into as of the 7th day of February, 2003,
BY: SUN MEDIA CORPORATION/CORPORATION SUN MEDIA, a
company continued under the laws of British Columbia,
having its registered office at 800 Park Place, 666
Burrard Street, Vancouver, British Columbia, V6C 3P3
and having its chief executive office at 333 King
Street, Toronto, Ontario, M5A 3X5 (the "PLEDGOR")
IN FAVOUR OF: BANK OF AMERICA, N.A., a duly constituted bank,
having a place of business at 555 South Flower, 17th
floor, in the City of Los Angeles, California, 90071,
and at 200 Front Street West, Suite 2700, Toronto,
Ontario, M5V 3L2, acting as Administrative Agent for
each Lender as defined in the Credit Agreement
hereinafter described (the "SECURED PARTY")
In consideration of the sum of $1.00 and for other good and valuable
consideration (the receipt and sufficiency of which are hereby acknowledged),
the Pledgor and the Issuers (as hereinafter defined) agree with the Secured
Party as follows:
1. INTERPRETATION
1.1 DEFINITIONS - In this Agreement:
"THIS AGREEMENT", "HERETO", "HEREIN", "HEREOF", "HEREBY", "HEREUNDER"
and any similar expressions refer to this Agreement as it may be
amended or supplemented from time to time, and not to any particular
section or other portion hereof;
"BUSINESS DAY" means any day, other than Saturday, Sunday or any
statutory holiday in the Province of Ontario;
"COLLATERAL" means all of the property of the Pledgor subject to, or
intended to be subject to, the Security Interest, and any reference to
"COLLATERAL" shall be deemed to be a reference to "COLLATERAL OR ANY
PART THEREOF" except where otherwise specifically provided;
"CREDIT AGREEMENT" means the credit agreement dated as of February 7,
2003 among the Pledgor, as Borrower, the financial institutions named
on the signature pages thereto, as Lenders, and the Agent (as same may
subsequently be amended, amended and restated, modified, supplemented
or replaced from time to time, the "CREDIT AGREEMENT");
"CREDIT DOCUMENTS" has the meaning ascribed thereto in the Credit
Agreement;
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"DOCUMENT OF TITLE" has the meaning given to such term in the PPSA as
in force on the date hereof;
"EVENT OF DEFAULT" has the meaning given to such term in section 7;
"INSTRUMENT" has the meaning given to such term in the PPSA as in force
on the date hereof;
"INTANGIBLE" has the meaning given to such term in the PPSA as in force
on the date hereof;
"ISSUERS" mean Bowes Publishers Limited and Sun Media (Toronto)
Corporation;
"LIEN" means any mortgage, pledge, charge, assignment, security
interest, hypothec, lien or other encumbrance, including, without
limitation, any agreement to give any of the foregoing, or any
conditional sale or other title retention agreement;
"OBLIGATIONS" means obligations of every nature, absolute or
contingent, direct, indirect or otherwise, in any currency, now or at
any time and from time to time hereafter due or owing by the Pledgor to
the Secured Party and each Lender arising under or in connection with
the Credit Documents (such obligations as amended, amended and
restated, modified, supplemented or renewed);
"PERSON" means any individual, partnership, limited partnership, joint
venture, syndicate, sole proprietorship, company or corporation with or
without share capital, unincorporated association, trust, trustee,
executor, administrator or other legal personal representative,
regulatory body or agency, government or governmental agency, authority
or entity however designated or constituted;
"PPSA" means the PERSONAL PROPERTY SECURITY ACT (Ontario) as amended
from time to time and any Act substituted therefor and amendments
thereto; PROVIDED, that if by reason of mandatory provisions of law or
the exercise of remedies, the perfection or the effect of perfection or
non-perfection of the Security Interest is governed by the PERSONAL
PROPERTY SECURITY ACT or equivalent legislation as in effect in a
jurisdiction other than Ontario, "PPSA" means the PERSONAL PROPERTY
SECURITY ACT or equivalent legislation as in effect in such other
jurisdiction for purposes of the provisions hereof relating to such
perfection or effect of perfection or non-perfection or the exercise of
remedies;
"PROCEEDS" has the meaning given to such term in the PPSA as in force
on the date hereof;
"SECURITY" has the meaning given to such term in the PPSA as in force
on the date hereof; and
"SECURITY INTEREST" has the meaning given to such term in section 2.1.
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1.2 CURRENCY - Except where otherwise expressly provided, all amounts in this
Agreement are stated and shall be paid in Canadian currency.
1.3 GENDER AND NUMBER - In this Agreement, unless the context otherwise
requires, words importing the singular include the plural and vice versa and
words importing gender include all genders.
1.4 INVALIDITY OF PROVISIONS - Each of the provisions contained in this
Agreement is distinct and severable and a declaration of invalidity or
unenforceability of any such provision or part thereof by a court of competent
jurisdiction shall not affect the validity or enforceability of any other
provision hereof.
1.5 AMENDMENT, WAIVER - No amendment or waiver of this Agreement shall be
binding unless executed in writing by the party to be bound thereby. No waiver
of any provision of this Agreement shall constitute a waiver of any other
provision nor shall any waiver of any provision of this Agreement constitute a
continuing waiver unless otherwise expressly provided.
1.6 GOVERNING LAW, ATTORNMENT - This Agreement shall be governed by and
construed in accordance with the laws of the Province of Ontario and the laws of
Canada applicable therein and each of the Pledgor and the Issuer hereby
irrevocably attorns to the non-exclusive jurisdiction of the courts of Ontario.
2. SECURITY INTEREST
2.1 CREATION OF SECURITY INTEREST - The Pledgor hereby grants to the Secured
Party, by way of a security interest, pledge, charge, assignment and hypothec, a
security interest (the "SECURITY INTEREST") in:
(a) all ownership, equity or similar interests, including shares of
capital stock of the Issuers, including without limitation, all of the
Securities listed in Schedule "A", appended hereto and forming part
hereof;
(b) all Securities, Instruments, negotiable Documents of Title and
other personal property of any kind which may hereafter be acquired by
the Pledgor in renewal of, substitution for, as an accretion to, as
owner of, or as a result of the exercise of any rights relating to, any
of the property described in this section;
(c) all dividends, income or other distributions, whether paid or
distributed in cash, securities or other property, in respect of any of
the property described in this section;
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(d) all Intangibles now or hereafter relating in any way to any of the
property described in this section; and
(e) all Proceeds (including Proceeds of Proceeds) of any of the
property described in this section.
2.2 ATTACHMENT - The attachment of the Security Interest has not been postponed
and the Security Interest shall attach to any particular Collateral as soon as
the Pledgor has rights in such Collateral.
2.3 DELIVERY OF CERTIFICATE AND DOCUMENTS - The Pledgor herewith delivers to the
Secured Party all certificates or other documents representing or relating to
the Collateral described in clause 2.1(a).
2.4 SECURITY INTEREST ABSOLUTE - All rights of the Secured Party in the Security
Interest, and all obligations of the Pledgor hereunder, shall be absolute and
unconditional, irrespective of:
(a) any lack of validity or enforceability of the Credit Documents;
(b) the failure of the Secured Party to:
(i) assert any claim or demand or to enforce any right or
remedy against the Borrower or any Guarantor or any other
Person under the provisions of the Credit Documents or
otherwise, or
(ii) exercise any right or remedy against any Guarantor of, or
collateral securing, any of the Obligations;
(c) any change in the time, manner or place of payment of, or in any
other term of, all or any of the Obligations or any other extension,
compromise or renewal of any of the Obligations;
(d) any reduction, limitation, impairment or termination of any of the
Obligations for any reason, including any claim of waiver, release,
surrender, alteration or compromise, and shall not be subject to (and
the Pledgor hereby waives any right to or claim of) any defense or
setoff, counterclaim, recoupment or termination whatsoever by reason of
the invalidity, illegality, irregularity, compromise, unenforceability
of, or any other event or occurrence affecting, any of the Obligations
or otherwise;
(e) any amendment to, rescission, waiver, or other modification of, or
any consent to departure from, any of the terms of the Credit
Documents;
(f) any addition, exchange, release, surrender or non-perfection of any
collateral (including the Collateral), or any amendment to or waiver or
release of or addition to or consent to departure from any guarantee,
for any of the Obligations; or
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(g) any other circumstances which might otherwise constitute a defense
available to, or a legal or equitable discharge of, the Pledgor or any
Guarantor.
3. OBLIGATIONS SECURED
3.1 OBLIGATIONS SECURED - The Security Interest granted hereby secures payment,
performance and satisfaction of the Obligations.
4. REPRESENTATIONS AND WARRANTIES
4.1 REPRESENTATIONS AND WARRANTIES - The Pledgor represents and warrants, and so
long as this Agreement remains in effect shall be deemed continuously to
represent and warrant, that:
(a) the Collateral have been duly authorized and validly issued and are
outstanding as fully paid and non-assessable shares and constitute that
percentage of the issued and outstanding shares in the capital and
other ownership interest of each Issuer listed in Schedule "A" hereto;
(b) none of the rights of the Pledgor arising as the legal and
beneficial owner of the Collateral have been surrendered, cancelled or
terminated except as set forth in this Agreement; and
(c) there is no default or dispute existing in respect of the
Collateral.
5. COVENANTS OF THE PLEDGOR
5.1 COVENANTS - The Pledgor covenants and agrees that, unless otherwise provided
in the Credit Agreement:
(a) it shall deliver to the Secured Party from time to time promptly
upon request any Documents of Title, Instruments, Securities or
certificates constituting, representing or relating to the Collateral;
and
(b) in the event that it shall become entitled to receive or shall
receive any shares or certificate (including any certificate
representing a dividend or a distribution in connection with any
reclassification, increase or reduction of capital or any certificate
issued in connection with any reorganization), option or rights,
whether in addition to, in substitution of, as a conversion of, or in
exchange for any portion of the Collateral (or otherwise in respect
thereof), the Pledgor shall accept the same as the agent of the Secured
Party, hold the same in trust for the Secured Party and deliver the
same forthwith to the
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Secured Party in the exact form received, duly endorsed (in blank) by
the Pledgor to the Secured Party, if required, together with an undated
stock power or other necessary instrument of transfer covering such
certificate duly executed in blank by the Pledgor, to be held by the
Secured Party, subject to the terms of this Agreement, as additional
security for the Obligations. In addition, any sums paid upon or in
respect of the Collateral upon the liquidation or dissolution of the
Issuers shall be held by the Secured Party as additional security for
the Obligations. If any sums of money or property so paid or
distributed in respect of any Collateral shall be received by the
Pledgor, then the Pledgor shall, until such money or property is paid
or delivered to the Secured Party, hold such money or property in trust
for the Secured Party, segregated from other funds of the Pledgor, as
additional collateral securing the Obligations.
6. DEALING WITH THE COLLATERAL
6.1 REGISTRATION OF THE COLLATERAL IN NAME OF SECURED PARTY - The Pledgor shall
deliver to the Secured Party appropriate powers of attorney for transfer in
blank, duly executed, in respect of such of the Collateral as is registrable.
The Pledgor hereby authorizes the Secured Party, immediately following the
occurrence and continuation of an Event of Default that has not been waived, to
(a) cause such of the Collateral as is registrable to be registered in the name
of the Secured Party or its nominee, (b) instruct each of the Issuers to effect
such registration upon the request of the Secured Party, and (c) transfer such
Collateral into the name of the Secured Party or its nominee, so that the
Secured Party or its nominee may appear as the sole owner of record of such
Collateral.
6.2 NOTICES AND OTHER COMMUNICATIONS IN RESPECT OF THE COLLATERAL - The Pledgor
shall deliver promptly to the Secured Party copies of all notices or other
communications received by the Pledgor in respect of the Collateral. Until the
occurrence of an Event of Default that has not been waived, the Secured Party
shall deliver promptly to the Pledgor all notices or other communications
received by the Secured Party or its nominee in respect of the Collateral. After
the occurrence and continuation of an Event of Default that has not been waived,
the Pledgor waives all rights to receive any notices or communications received
by the Secured Party or its nominee in respect of the Collateral.
6.3 VOTING AND OTHER RIGHTS - Once any part of the Collateral is registered in
the name of the Secured Party, the Secured Party may, but shall not be obligated
to, vote and exercise all rights of conversion or retraction or other similar
rights with respect to any Collateral and the Pledgor hereby grants an
irrevocable proxy with respect thereto and shall promptly to deliver to the
Secured Party such additional proxies and other documents requested by the
Secured Party as may be necessary to allow the Secured Party to exercise such
voting power, and the Secured Party shall be entitled to receive all dividends
(whether paid or distributed in cash, securities or other property) and interest
declared and paid or distributed in respect of the Collateral. The Pledgor
covenants and agrees that it has not and shall not enter into any voting trust
arrangements or shareholder's agreements of any nature whatsoever in respect of
the Collateral, including without
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limitation any agreement which would limit or purport to limit the voting rights
of the Pledgor prior to the occurrence of an Event of Default or the Secured
Party following any Event of Default.
6.4 DELIVERY OF THE COLLATERAL TO SECURED PARTY - Save for Permitted
Distributions (as such term is defined in the Credit Agreement) all Collateral
received at any time by or on behalf of the Pledgor, whether before or after the
occurrence of an Event of Default, shall be received and held by or on behalf of
the Pledgor separate and apart from its other properties in trust for the
Secured Party and shall be delivered to the Secured Party immediately upon such
receipt.
7. EVENTS OF DEFAULT
7.1 EVENTS OF DEFAULT - The occurrence of any "Event of Default" as defined in
the Credit Agreement shall constitute an Event of Default hereunder.
8. REMEDIES
8.1 REMEDIES AVAILABLE - Upon the occurrence and during the continuation of an
Event of Default, the security interests created hereby shall immediately become
enforceable and the Secured Party may, either directly or through its agents or
nominees, sell or otherwise dispose of, or concur in selling or otherwise
disposing of, whether by public sale, private sale or otherwise, the Collateral
in such manner and on such terms as it considers to be commercially reasonable.
In addition, the Secured Party, shall have the following rights, powers and
remedies:
(a) to make payments to Persons having prior rights or Liens on the
Collateral; and
(b) to demand, commence, continue or defend proceedings in the name of
the Secured Party or in the name of the Pledgor for the purpose of
protecting, seizing, collecting, realizing or obtaining possession or
payment of, or otherwise enforcing rights, powers or remedies with
respect to, the Collateral and to give effectual receipts and
discharges therefor.
In addition to the rights granted in this Agreement and in any other
agreement now or hereafter in effect between the Pledgor and the Secured Party,
and in addition to any other rights the Secured Party may have at law or in
equity or otherwise, the Secured Party shall have, both before and after the
occurrence of an Event of Default, all rights and remedies of a secured party
under the PPSA.
The Secured Party may incur reasonable expenses in the exercise of its
rights, powers and remedies set out in this Agreement.
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8.2 SECURITIES AND CORPORATE LAWS - If the Secured Party shall determine to
exercise its right to sell all or any of the Collateral pursuant to Section 8.1,
the Pledgor agrees that, upon request of the Secured Party, the Pledgor shall,
at the Pledgor's expense:
(a) execute and deliver, and cause each issuer of the Collateral
contemplated to be sold and the directors and officers thereof to
execute and deliver, all such instruments and documents, and do or
cause to be done all such other acts and things, as may be necessary
or, in the opinion of the Secured Party, advisable to register such
Collateral pursuant to the provisions of applicable securities and
corporate legislation from time to time in effect and the rules and
regulations of any regulatory body having jurisdiction which are
applicable thereto;
(b) use its best efforts to obtain all necessary governmental approvals
for the sale of the Collateral, as requested by the Secured Party; and
(c) do or cause to be done all such other acts and things as may be
necessary to make such sale of the Collateral or any part thereof valid
and binding and in compliance with applicable law.
The Pledgor further acknowledges the impossibility of ascertaining the
amount of damages that would be suffered by the Secured Party by reason of the
failure by the Pledgor to perform any of the covenants contained in this section
and, consequently, agrees that, if the Pledgor shall fail to perform any of such
covenants, the Pledgor shall pay, as liquidated damages and not as a penalty, an
amount equal to the value (as determined by the Secured Party, acting
reasonably) of the Collateral on the date the Secured Party shall demand
compliance with this section.
8.3 POSSESSION OF THE COLLATERAL - The Pledgor acknowledges that the Secured
Party may at any time take possession of any of the Collateral, save for
Permitted Distributions (as such term is defined in the Credit Agreement) not in
its possession, wherever it may be located and by any method permitted by law,
whether before or after the occurrence of an Event of Default.
8.4 REMEDIES NOT EXCLUSIVE - All rights, powers and remedies of the Secured
Party under this Agreement may be exercised separately or in combination and
shall be in addition to, and not in substitution for, any other security now or
hereafter held by the Secured Party and any other rights, powers and remedies of
the Secured Party however created or arising. No single or partial exercise by
the Secured Party of any of the rights, powers and remedies under this Agreement
or under any other security now or hereafter held by the Secured Party shall
preclude any other and further exercise of any other right, power or remedy
pursuant to this Agreement or any other security or at law, in equity or
otherwise. The Secured Party shall at all times have the right to proceed
against the Collateral or any other security in such order and in such manner as
it shall determine without waiving any rights, powers or remedies which the
Secured Party may have with respect to this Agreement or any other security or
at law, in equity or otherwise. No delay or omission by the Secured Party in
exercising any right, power or remedy hereunder or otherwise shall operate as a
waiver thereof or of any other right, power or remedy.
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8.5 LIABILITY FOR DEFICIENCY - Upon a realization of the security interest
constituted hereby, the Pledgor shall remain liable to the Secured Party for the
Obligations.
8.6 EXCLUSION OF LIABILITY OF THE SECURED PARTY - The Secured Party shall not be
liable for any exercise or any failure to exercise its rights, powers or
remedies arising hereunder or otherwise, including, without limitation, taking
possession of, collecting, enforcing, realizing, selling or otherwise disposing
of, preserving or protecting the Collateral, or taking any steps or proceedings
for any such purposes or any failure to do any of the foregoing, except in the
event of its gross negligence or wilful misconduct. The Secured Party shall not
have any obligation to examine any notices or other communications with respect
to the Collateral or to advise the Pledgor of the expiry of any warrants,
options or other rights in respect of or comprising the Collateral or to advise
the Pledgor of any other matter relating to any Persons which are issuers of any
of the Collateral, and the Secured Party shall not have any obligation to take
any steps or proceedings to preserve rights against prior parties to or in
respect of the Collateral, whether or not in the Secured Party's possession.
Subject to the foregoing, the Secured Party shall use reasonable care in the
custody and preservation of the Collateral in its possession; PROVIDED however,
the Secured Party shall be deemed to have exercised reasonable care in the
custody and preservation of any of the Collateral if it takes such action for
that purpose as the Pledgor reasonably requests in writing at times other than
upon the occurrence and during the continuance of any Event of Default. The
failure of the Secured Party to comply with any such request at any time shall
not in itself be deemed a failure to exercise reasonable care.
8.7 NOTICE OF SALE - Unless required by law, the Secured Party shall not be
required to give the Pledgor any notice of any sale or other disposition of the
Collateral, the date, time and place of any public sale of the Collateral or the
date after which any private disposition of the Collateral is to be made.
8.8 RESTRICTION ON PUBLIC SALES - The Pledgor recognizes that the Secured Party
may be unable to effect a public sale of any or all of the Collateral by reason
of certain prohibitions contained in applicable securities laws or otherwise,
and accordingly, may be compelled to resort to one or more private sales thereof
to a restricted group of purchasers who will be obliged to agree, among other
things, to acquire such Collateral for their own account for investment and not
with a view to the distribution or resale thereof. The Pledgor acknowledges and
agrees that any such private sale may result in prices and other terms less
favourable than if such sale were a public sale, and notwithstanding such
circumstances, agrees that any such private sale shall not be deemed to have
been made in a commercially unreasonable manner solely by reason of its being a
private sale. The Secured Party shall be under no obligation to delay a sale of
any of the Collateral for the period of time necessary to permit the issuer of
such securities to register such securities for public sale under applicable
securities laws, or otherwise, even if the issuer would agree to do so.
9. APPLICATION OF PROCEEDS
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9.1 APPLICATION OF PROCEEDS - The Proceeds arising from the enforcement of the
Security Interest as a result of the possession by the Secured Party of the
Collateral or from any sale or other disposition of, or realization of security
on, the Collateral (except following acceptance of the Collateral in
satisfaction of the Obligations) shall be applied by the Secured Party in the
following order:
(a) first, in payment of the Secured Party's reasonable costs, charges
and expenses (including legal fees on a solicitor and his own client
basis) incurred in the exercise of all or any of the rights, powers or
remedies granted to it under this Agreement;
(b) second, in payment of amounts paid by the Secured Party pursuant to
clause 8.1(a);
(c) third, in payment of the remainder of the Obligations in such order
of application as the Secured Party may determine in accordance with
the provisions of the Credit Agreement;
(d) fourth, subject to sections 9.2 and 9.3, to any Person who has a
security interest in the Collateral that is subordinate to that of the
Secured Party and whose interest,
(i) was perfected by possession, the continuance of which was
prevented by the Secured Party taking possession of the
Collateral, or
(ii) was, immediately before the sale or other disposition by
the Secured Party, perfected by registration;
(e) fifth, subject to sections 9.2 and 9.3, to any other Person with an
interest in such Proceeds who has delivered a written notice to the
Secured Party of the interest before the distribution of such Proceeds;
and
(f) last, subject to sections 9.2 and 9.3, to the Pledgor or any other
Person who is known by the Secured Party to be an owner of the
Collateral.
9.2 PROOF OF INTEREST - The Secured Party may require any Person mentioned in
clauses 9.1(d), 9.1(e), or 9.1(f) to furnish proof of that Person's interest,
and unless the proof is furnished within ten days after demand by the Secured
Party, the Secured Party need not pay over any portion of the Proceeds referred
to therein to such Person.
9.3 PAYMENT INTO COURT - Where there is a question as to who is entitled to
receive payment under clauses 9.1(d), 9.1(e) or 9.1(f), the Secured Party may
pay the Proceeds referred to therein into court.
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9.4 MONIES ACTUALLY RECEIVED - Only the actual Proceeds arising from the sale or
other disposition of, or realization of security on, the Collateral, when
actually received by the Secured Party, shall be credited to the Pledgor, and
such actual Proceeds shall mean all amounts received in cash by the Secured
Party upon such sale or other disposition of, or realization of security on, the
Collateral.
10. GENERAL
10.1 POWER OF ATTORNEY - The Pledgor hereby appoints the Secured Party as the
Pledgor's attorney, with full power of substitution, in the name and on behalf
of the Pledgor, to execute, deliver and do all such acts, deeds, documents,
transfers, demands, conveyances, assignments, contracts, assurances, consents,
financing statements and things as the Pledgor has herein agreed to execute,
deliver and do or as may be required by the Secured Party to give effect to this
Agreement or in the exercise of any rights, powers or remedies hereby conferred
on the Secured Party, and generally to use the name of the Pledgor in the
exercise of all or any of the rights, powers or remedies hereby conferred on the
Secured Party. This appointment, coupled with an interest, shall not be revoked
by the death, insolvency, bankruptcy, dissolution, liquidation or other
termination of the existence of the Pledgor or for any other reason.
10.2 SECURED PARTY MAY PERFORM - If the Pledgor fails to perform any agreement
contained herein, the Secured Party may itself perform, or cause performance of,
such agreement, and the expenses of the Secured Party incurred in connection
therewith shall be payable by the Pledgor pursuant to Section 10.4.
10.3 SECURED PARTY HAS NO DUTY - The powers conferred on the Secured Party
hereunder are solely to protect its interests in the Collateral and shall not
impose any duty on it to exercise any such powers. Except for reasonable care of
any Collateral in its possession and the accounting for moneys actually received
by it hereunder, the Secured Party shall have no duty as to any Collateral or
responsibility for:
(a) ascertaining or taking action with respect to calls, conversions,
exchanges, maturities, tenders or other matters relative to any
Collateral, whether or not the Secured Party has or are deemed to have
knowledge of such matters, or
(b) taking any necessary steps to preserve rights against prior parties
or any other rights pertaining to any Collateral.
10.4 EXPENSES - Subject to any limitations in the Credit Agreement, the Pledgor
shall pay to the Secured Party on demand all of the Secured Party's reasonable
costs, charges and expenses (including, without limitation, legal fees on a
solicitor and his own client basis) in connection with the preparation,
registration, amendment or administration of this Agreement; the perfection or
preservation of the Security Interest; the custody, preservation, use, or
operation of, or the sale of, collection from, or other realization upon, any of
the Collateral; the enforcement by any means of
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any of the provisions hereof or the exercise of any rights, powers or remedies
hereunder; failure by the Pledgor to perform or observe any of the provisions
hereof, together with interest thereon from the date each of such costs, charges
and expenses was incurred to the date of payment at a rate equal to the
applicable rate of interest on Prime Rate Advances determined in accordance with
the provisions of the Credit Agreement.
10.5 INDEMNITY - The Pledgor shall indemnify the Secured Party and its nominees
against all costs, expenses, liabilities, claims, demands, damages, losses,
actions and proceedings of any kind which the Secured Party or its nominees may
suffer or reasonably incur by reason of the Secured Party being now or hereafter
a holder, or registered as owner, of the Collateral, save and except for those
resulting from the Secured Party's own gross negligence or wilful misconduct.
10.6 DEALINGS WITH OTHERS - The Secured Party may grant extensions of time and
other indulgences, take and give up security, accept compositions, make
settlements, grant releases and discharges and otherwise deal with the Issuers,
debtors of the Issuers, sureties and other Persons and with the Collateral and
other security as the Secured Party sees fit, without prejudice to the liability
of the Pledgor to the Secured Party or the rights, powers and remedies of the
Secured Party under this Agreement.
10.7 NO OBLIGATION TO ADVANCE - Nothing herein contained shall in any way
obligate the Secured Party to advance any funds or otherwise make or continue to
make any credit available to the Pledgor.
10.8 PERFECTION OF SECURITY INTEREST - The Pledgor and each of the Issuers
authorizes the Secured Party to file such financing statements and other
documents and do such acts, matters and things as the Secured Party may consider
appropriate to perfect and continue the Security Interest, to protect and
preserve the interest of the Secured Party in the Collateral and to realize upon
the Security Interest.
10.9 COMMUNICATION - All notices, requests, demands or other communications
between the parties hereto shall be given in accordance with the provisions of
the Credit Agreement.
10.10 SUCCESSORS AND ASSIGNS - This Agreement shall be binding on the Pledgor,
the Issuer and each of their successors, including without limitation, any
successor by way of amalgamation and shall enure to the benefit of the Secured
Party and its successors and assigns, including without limitation, any
successor by way of amalgamation. This Agreement may not be assigned by the
Pledgor or any of the Issuers but shall be assignable by the Secured Party in
connection with any permitted assignment under the Credit Agreement, free of any
set-off, counter-claim or equities between the Pledgor or the Issuers and the
Secured Party, and neither the Pledgor nor any of the Issuers shall assert
against any assignee of the Secured Party any claim or defence that the Pledgor
or any of the Issuers has against the Secured Party.
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10.11 COPY RECEIVED -The Pledgor and each of the Issuers hereby acknowledges
receipt of (i) a copy of this Agreement, and (ii) a copy of the financing
statements/verification statement registered under the PPSA in respect of the
Security Interest, and (iii) a copy of the Credit Agreement.
[signature page follows]
<Page>
IN WITNESS WHEREOF the Pledgor, the Issuers and the Secured
Party have executed this Agreement as of the date first above written.
SUN MEDIA CORPORATION/CORPORATION
SUN MEDIA
Per: /s/ Claudine Tremblay
-------------------------------
ACCEPTED AND AGREED as of the date first above written
BOWES PUBLISHERS LIMITED
Per: /s/ Claudine Tremblay
-------------------------------
SUN MEDIA (TORONTO) CORPORATION
Per: /s/ Claudine Tremblay
-------------------------------
BANK OF AMERICA, N.A.
Per: /s/ [illegible]
-------------------------------
<Page>
SCHEDULE "A"
<Table>
<Caption>
- ------------------------------------------------------------------------------------------------------------
NUMBER OF SHARES OR OTHER DESCRIPTION OF SECURITY INTEREST PERCENTAGE OF SHARES PLEDGED
SECURITIES
- ------------------------------------------------------------------------------------------------------------
100 Common Shares of Bowes Publishers Limited 100%
represented by certificate number C-4
- ------------------------------------------------------------------------------------------------------------
8,343 Class A Common Shares of Sun Media 100%
(Toronto) Corporation represented by
certificate number 1A
- ------------------------------------------------------------------------------------------------------------
</Table>
<Page>
POWER OF ATTORNEY TO SELL AND TRANSFER SECURITIES
FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are
hereby acknowledged by the undersigned, the undersigned hereby sells, assigns
and transfers to _______________________________________________________________
________________________________________________________________________________
(Name and Address of Transferee)
the securities described below ("Securities") and hereby irrevocably constitutes
and appoints Bank of America N.A. as Agent ( the "Secured Party") the attorney
of the undersigned to transfer Securities which are Shares on the registers of
the Corporation identified below, with full power of substitution in the
premises.
DESCRIPTION OF SECURITIES
100 common shares of the capital stock of BOWES PUBLISHERS LIMITED
(the "Corporation") represented by certificate number C-4
registered in the name of the undersigned on the books of the
Corporation (the "Shares").
DATED ________________________, 2003
<Table>
In the presence of: SUN MEDIA CORPORATION/CORPORATION
SUN MEDIA
/s/ [illegible] Per: /s/ Claudine Tremblay
------------------------------- ----------------------------
[WITNESS(ES) ONLY SIGN HERE] [PERSON EXECUTING THIS
DOCUMENT SIGN HERE]
</Table>
<Page>
POWER OF ATTORNEY TO SELL AND TRANSFER SECURITIES
FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are
hereby acknowledged by the undersigned, the undersigned hereby sells, assigns
and transfers to________________________________________________________________
_______________________________________ _____________________________________
(Name and Address of Transferee)
the securities described below ("Securities") and hereby irrevocably constitutes
and appoints Bank of America N.A. as Agent ( the "Secured Party") the attorney
of the undersigned to transfer Securities which are Shares on the registers of
the Corporation identified below, with full power of substitution in the
premises.
DESCRIPTION OF SECURITIES
8,343 Class A Common shares of the capital stock of SUN MEDIA (TORONTO)
CORPORATION
(the "Corporation") represented by certificate number 1A
_______________________________________________________________________
registered in the name of the undersigned on the books of the
Corporation (the "Shares").
DATED _______________________, 2003
<Table>
In the presence of: SUN MEDIA CORPORATION/CORPORATION
SUN MEDIA
/s/ [illegible] Per: /s/ Claudine Tremblay
------------------------------- ----------------------------
[WITNESS(ES) ONLY SIGN HERE] [PERSON EXECUTING THIS
DOCUMENT SIGN HERE]
</Table>