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EXHIBIT 10.11
This SUBORDINATION AGREEMENT is dated as of January 16, 2004 (the "AGREEMENT").
To: Royal Bank of Canada, for itself and as Agent under the Credit Agreement
(defined below) for the Lenders (the "AGENT"), Videotron (1998) ltee, a Quebec
company (the "OBLIGOR"), as obligor under a subordinated loan agreement dated as
of January 16, 2004, in respect of a subordinated loan in the principal amount
of CDN$1,100,000,000 made by Quebecor Media Inc. in favour of the Obligor (the
"SUBORDINATED NOTE"), and Quebecor Media Inc., as holder (the "HOLDER") of the
Subordinated Note, for ten dollars and other good and valuable consideration
received by each of the Obligor and the Holder from the 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 Note, 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 (including amounts owed under any
Derivative Instrument entered into with a Lender, as defined in the Credit
Agreement), premium, fees, penalties, indemnities and "post-petition interest"
in bankruptcy and any reimbursement of expenses) under (1) the Indenture
described as the "US$335,000,000 6 7/8% Indenture dated as of October 2, 2003,
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
Amended and Restated Credit Agreement, originally dated as of November 28, 2000,
as amended and restated as of October 8, 2003, among the Obligor, the Lenders as
defined therein, and Royal Bank of Canada, as administrative agent (the "CREDIT
AGREEMENT"; capitalized terms used herein without definition having the meanings
set forth therein).
2. AGREEMENT ENTERED INTO PURSUANT TO CREDIT AGREEMENT. The Obligor and the
Holder are entering into this Agreement pursuant to the provisions of the Credit
Agreement, pursuant to which Videotron Ltee has borrowed Cdn. $368,130,000 and
has additional borrowings available of Cdn.$100,000,000 (the "CREDIT").
3. SUBORDINATION. The indebtedness represented by the Subordinated Note 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 Note (including, without limitation, principal, interest, premium,
fees, penalties, indemnities and "post-petition interest" in bankruptcy (as same
is interpreted under the US Bankruptcy Code) 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 Agent
acting on behalf of the holders from time to time of Senior Indebtedness under
the Credit Agreement, including the Lenders as defined therein, 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,
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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 Note;
(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 Agent on 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 or distribution shall be held in trust for the benefit of
and shall be paid over to the 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 Agent, the Holder shall file such
claims and proofs of claim in respect of the Subordinated Note and
execute and deliver such powers of attorney, assignments and proofs
of claim or proxies as may be directed by the Agent to enable it to
exercise in the sole discretion of the Agent any and all voting
rights attributable to the Subordinated Note which is 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 Note 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
Note, and (2) whether or not the Agent shall take the action
described in clause (1) above, the Agent shall nevertheless be
deemed to have such powers of attorney as may be necessary to
enable the 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) 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 Note in accordance
with their terms; or
(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.
(d) SUBORDINATION MAY NOT BE IMPAIRED.
(i) No right of any holder of Senior Indebtedness to enforce the
subordination of indebtedness evidenced by the Subordinated Note
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 Agent, or by any
non-compliance by the Obligor with the
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terms, provisions or covenants herein, regardless of any knowledge
thereof which any such holder or the Agent may have or be otherwise
charged with. Neither the subordination of the Subordinated Note 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 Note will be unsecured by any Charge (as defined in
the Credit Agreement) or by any Lien (as defined in the Indenture)
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 Note except to the extent payment of such
indebtedness is permitted and will not assign or otherwise dispose
of the Subordinated Note 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 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 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 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 any of the Subordinated Note
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 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
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 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.
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(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:
Videotron (1998) ltee
300 Viger Avenue East
Montreal, Quebec H2X 3W4
Tel.: 514.380.7028
Fax: 514.380.9068
If to the Holder:
Quebecor Media Inc.
300 Viger Avenue East
Montreal, Quebec H2X 3W4
Tel.: 514.380.1912
Fax: 514.380.1983
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.
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VIDEOTRON (1998) LTEE
By: /s/ RAYMOND MORISSETTE
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Name: Raymond Morissette
Title: Vice President, Control
QUEBECOR MEDIA INC.
By: /s/ MARK D'SOUZA
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Name: Mark D'Souza
Title: Vice President and Treasurer
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