AMONG: VIDÉOTRON LTÉE, a company constituted in accordance with the laws of Quebec, having its registered office at 300 Viger Street East, 6 th floor, in the City of Montreal, Province of Quebec (hereinafter called the “Borrower”) PARTY OF THE FIRST...
Exhibit 4.2
TENTH AMENDING AGREEMENT to the Credit Agreement dated as of November 28, 2000, as amended by a First Amending Agreement dated January 5, 2001, a Second Amending Agreement dated as of June 29, 2001, a Third Amending Agreement dated as of December 21, 2001, a Fourth Amending Agreement dated as of December 23, 2002, a Fifth Amending Agreement dated as of March 24, 2003, a Sixth Amending Agreement dated as of October 8, 2003, a Seventh Amending Agreement dated as of November 19, 2004, an Eighth Amending Agreement dated as of March 6, 2008, and a Ninth Amending Agreement dated as of April 7, 2008, entered into in the City of Montreal, Province of Quebec, as of November 13, 2009 (the “Agreement”).
| AMONG: | VIDÉOTRON LTÉE, a company constituted in accordance with the laws of Quebec, having its registered office at 000 Xxxxx Xxxxxx Xxxx, 0 xx floor, in the City of Montreal, Province of Quebec (hereinafter called the “Borrower”) | |
| PARTY OF THE FIRST PART | ||
| AND: | THE LENDERS, AS DEFINED IN THE ORIGINAL CREDIT AGREEMENT (the “Lenders”) | |
| PARTIES OF THE SECOND PART | ||
| AND: | ROYAL BANK OF CANADA, AS ADMINISTRATIVE AGENT FOR THE LENDERS, a Canadian bank, having a place of business at 000 Xxx Xxxxxx, 00xx xxxxx, Xxxxx Xxxxx, Xxxxx Bank Plaza, in the City of Toronto, Province of Ontario (hereinafter called the “Agent”) | |
| PARTY OF THE THIRD PART | ||
| AND: | HSBC BANK PLC, AS FINNVERA FACILITY AGENT, a bank governed by the laws of England and Wales, having a place of business at 0 Xxxxxx Xxxxxx, Xxxxxx Xxxxx, Xxxxxx, XX, X00 0XX (hereinafter called the “Finnvera Facility Agent”) | |
| PARTY OF THE FOURTH PART | ||
| AND: | THE FINNVERA FACILITY LENDERS, AS DEFINED IN THE CREDIT AGREEMENT
PARTY OF THE FIFTH PART | |
WHEREAS the parties hereto are parties to a Credit Agreement dated as of November 28, 2000, as amended by a First Amending Agreement dated January 5, 2001, a Second Amending Agreement dated as of June 29, 2001, a Third Amending Agreement dated as of December 21, 2001, a Fourth Amending Agreement dated as of December 23, 2002, a Fifth Amending Agreement dated as of March 24, 2003, a Sixth Amending Agreement dated as of October 8, 2003, a Seventh Amending Agreement dated as of November 19, 2004, an Eighth Amending Agreement dated as of March 6, 2008, and a Ninth Amending Agreement dated as of April 7, 2008 (as so amended and amended and restated, the “Original Credit Agreement” and as further amended pursuant to this Agreement, the “Credit Agreement”);
WHEREAS the Borrower has requested certain amendments to the Original Credit Agreement in connection with the addition of a new Finnvera Term Facility, as well as other modifications; and
WHEREAS the parties hereto wish to amend and restate the Original Credit Agreement, as amended pursuant to this Tenth Amending Agreement, in its entirety, the whole without novation;
WHEREAS the requisite majority of Lenders has agreed with the Borrower to the amendments contemplated hereby, and as such, the Lenders have complied with the provisions of Section 18.14 and 18.15 of the Original Credit Agreement, as evidenced by the signature of each Lender and of the Agent on this Agreement;
NOW THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:
| I. |
1. All of the words and expressions which are capitalized herein shall have the meanings ascribed to them in the Original Credit Agreement unless otherwise indicated herein.
2. The parties have agreed to indicate the amendments to the Original Credit Agreement by showing all (a) additions, by using double-underlined text, and (b) deletions, by striking out the deleted text.
3. HSBC Bank plc is hereby appointed as the Finnvera Facility Agent in accordance with the provisions of Schedule “P” to the Credit Agreement.
| II. |
All amendments are shown on the Amended and Restated Credit Agreement attached as Schedule 1. A clean, unmarked version of the Amended and Restated Credit Agreement is also attached as Schedule 2, which clean version will become the Credit Agreement once all conditions precedent hereunder and in Schedule “P” of the Credit Agreement have been met.
2.
| III. |
1. This Agreement shall become effective as of November 13, 2009 (the “Effective Date”), subject to the fulfilment of all conditions precedent set out herein and in Section 6.1 of Schedule “P” of the Credit Agreement.
2. On the Effective Date, the new Credit Agreement shall supersede the Original Credit Agreement in its entirety, except as provided in this section. The parties hereto agree that the changes to the terms and conditions of the Original Credit Agreement set out herein and the execution hereof shall not constitute novation and all the Security shall continue to apply to the Original Credit Agreement, as amended and restated by the Credit Agreement, and all other obligations secured thereby. Without limiting the generality of the foregoing and to the extent necessary, (i) the Lenders, the Agent and the Finnvera Facility Agent reserve all of their rights under each of the Security Documents, and (ii) each of the Borrower and the Guarantors obligates itself again in respect of all present and future obligations under, inter alia, the Credit Agreement.
3. The Borrower shall pay all fees and costs, including (a) the fees referred to in the Borrower’s request letter dated January 29, 2009, and (b) legal fees associated with this Agreement incurred by the Agent and the Finnvera Facility Agent as contemplated and restricted by the provisions of Section 12.14 of the Credit Agreement.
4. The Borrower shall provide the opinion of its counsel, in form and substance acceptable to the Agent, the Finnvera Facility Agent and the Lenders’ counsel, with respect to the power, capacity, and authority of the Borrower and each of the Guarantors to enter into or intervene in this Agreement and to perform its obligations hereunder, with respect to the enforceability of this Agreement in accordance with its terms, and with respect to the continued enforceability (unaffected hereby) of all of the Security.
| IV. |
1. All of the provisions of the Original Credit Agreement that are not amended hereby shall remain in full force and effect.
2. This Agreement shall be governed by and construed in accordance with the Laws of the Province of Quebec.
3. The parties acknowledge that they have required that the present agreement, as well as all documents, notices and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto be drawn up in English. Les parties reconnaissent avoir exigé la rédaction en anglais de la présente convention ainsi que de tous documents exécutés, xxxx xxxxxx et procédures judicaires intentées, directement ou indirectement, relativement ou à la suite de la présente convention.
3.
(SIGNATURE PAGES FOLLOW)
4.
Exhibit 4.2
| VIDÉOTRON LTÉE | ||
| Per: |
/s/ Xxxxx Xxxxxxx | |
| Treasurer | ||
| Address: |
000 Xx-Xxxxxxx Xxxxxx | |
| 00xx Xxxxx | ||
| Xxxxxxxx, Xxxxxx | ||
| X0X 0X0 | ||
| Attention: |
Treasurer | |
| Fax: |
(000) 000-0000 | |
| E-mail: |
xxxxxxxxxxxx@xxxxxxxx.xxx | |
| With a copy to: | ||
| Attention: |
Vice-President, Legal Affairs | |
| Fax: |
(000) 000-0000 | |
| E-mail: |
xxxx.xxxxxxxx@xxxxxxxx.xxx | |
ROYAL BANK OF CANADA, as Agent for the Lenders
| Per: |
/s/ Xxx Xxxxxx | |
| Manager, Agency |
| THE REVOLVING FACILITY LENDERS: | ||||||
| ROYAL BANK OF CANADA | THE TORONTO-DOMINION BANK | |||||
| Per: |
/s/ Xxx Xxxxx |
Per: |
/s/ Xxxx Xxxxxxxx | |||
| Authorized Signatory |
||||||
| Per: |
|
Per: |
/s/ Xxxxx Xxxxxxxx | |||
| BANK OF MONTREAL | BANK OF AMERICA, N.A., Canada Branch | |||||
| Per: |
|
Per: |
/s/ Xxxxxx Sales de Andre | |||
| Per: |
|
Per: |
| |||
| CANADIAN IMPERIAL BANK OF COMMERCE | THE BANK OF NOVA SCOTIA | |||||
| Per: |
(signed) |
Per: |
(signed) | |||
| Per: |
(signed) |
Per: |
(signed) | |||
| CITIBANK, N.A., Canadian Branch | CAISSE CENTRALE XXXXXXXXXX | |||||
| Per: |
|
Per: |
(signed) | |||
| Per: |
|
Per: |
(signed) | |||
| LAURENTIAN BANK OF CANADA | NATIONAL BANK OF CANADA | |||||
| Per: |
(signed) |
Per: |
(signed) | |||
| Per: |
(signed) |
Per: |
(signed) | |||
| HSBC BANK CANADA | SUMITOMO MITSUI BANKING CORPORATION OF CANADA | |||||
| Per: |
(signed) |
Per: |
(signed) | |||
| Per: |
(signed) |
Per: |
(signed) | |||
6.
| HSBC BANK PLC, as Finnvera Facility Agent | ||
| Per: |
(signed) | |
| Per: |
| |
| Credit Matters | ||
| Address: |
Level 18 | |
| 8 Canada Square | ||
| Xxxxxx Xxxxx | ||
| Xxxxxx, X00 0XX | ||
| Xxxxxx Xxxxxxx | ||
| Attention: |
Xxxx Xxxx | |
| Telephone: |
x00 (0) 00 0000 0000 | |
| Fax: |
x00 (0) 00 0000 0000 | |
| E-mail: |
xxxx.xxxx@xxxxxx.xxx | |
| Reference: |
FC 1311 | |
| Operational Matters | ||
| Address: |
Level 18 | |
| 8 Canada Square | ||
| Xxxxxx Xxxxx | ||
| Xxxxxx, X00 0XX | ||
| Xxxxxx Xxxxxxx | ||
| Attention: |
Xxxx Xxxxxxxx | |
| Telephone: |
x00 (0) 00 0000 0000 | |
| Fax: |
x00 (0) 00 0000 0000 | |
| E-mail: |
xxxx.x.xxxxxxxx@xxxxxx.xxx | |
| Reference: |
FC 1311 | |
| -and- |
||
| Attention: |
Xxxxx Xxxxxx | |
| Telephone: |
x00 (0) 0000 0000 | |
| Fax: |
x00 (0) 00 0000 0000 | |
| E-mail: |
Xxxxx.x.xxxxxx@xxxxxx.xxx | |
| Reference: |
FC 1311 | |
7.
| THE FINNVERA TERM FACILITY LENDERS: | ||||||
| HSBC BANK PLC | THE TORONTO-DOMINION BANK | |||||
| Per: |
(signed) |
Per: |
(signed) | |||
| Per: |
|
Per: |
(signed) | |||
| Credit Matters | Credit Matters | |||||
| Address: |
Level 18 |
Address: |
The Toronto-Dominion Bank | |||
| 8 Canada Square |
00 Xxxx Xxxxxx Xxxx | |||||
| Xxxxxx Xxxxx |
Royal Trust Tower, 19th Floor | |||||
| London, E14 5HQ |
Toronto, Xxxxxxx X0X 0X0 | |||||
| Xxxxxx Xxxxxxx |
Attention: |
Xxxxx Xxxxxxx | ||||
| Attention: |
Xxxx Xxxx |
Telephone: |
(000) 000-0000 | |||
| Telephone: |
x00 (0) 00 0000 0000 |
Fax: |
(000) 000-0000 | |||
| Fax: |
x00 (0) 00 0000 0000 |
E-mail: |
xxxxx.xxxxxxx@xxxxxxxxxxxx.xxx | |||
| E-mail: |
xxxx.xxxx@xxxxxx.xxx |
|||||
| Reference: |
FC 1311 |
Operational Matters | ||||
| Operational Matters | Address: |
TD Securities | ||||
| Global Trade Finance | ||||||
| Address: |
Xxxxx 00 |
000 Xx-Xxxxxxx Xxxxxx, 0xx Xxxxx | ||||
| 0 Xxxxxx Xxxxxx |
Xxxxxxxx, Xxxxxx X0X 0X0 | |||||
| Canary Wharf |
Attention: |
Xxxxxxxx Xxxxxxx | ||||
| Xxxxxx, X00 0XX |
Telephone: |
(000) 000-0000 | ||||
| United Kingdom |
Fax: |
(000) 000-0000 | ||||
| Attention: |
Xxxx Xxxxxxxx |
E-mail: |
xxxxxxxx.xxxxxxx@xxxxxxxxxxxx.xxx | |||
| Telephone: |
x00 (0) 00 0000 0000 |
|||||
| Fax: |
x00 (0) 00 0000 0000 |
|||||
| E-mail: |
xxxx.x.xxxxxxxx@xxxxxx.xxx |
|||||
| Reference: |
FC 1311 |
|||||
| -and- |
||||||
| Attention: |
Xxxxx Xxxxxx |
|||||
| Telephone: |
x00 (0) 0000 0000 |
|||||
| Fax: |
x00 (0) 00 0000 0000 |
|||||
| E-mail: |
xxxxx.x.xxxxxx@xxxxxx.xxx |
|||||
| Reference: |
FC 1311 |
|||||
8.
| CREDIT SUISSE AG | SUMITOMO MITSUI BANKING CORPORATION OF CANADA | |||||
| Per: |
(signed) |
Per: |
(signed) | |||
| Per: |
(signed) |
Per: |
| |||
| Credit Matters | Credit Matters | |||||
| Address: |
Credit Suisse AG, Export and |
Address: |
Ernst & Young Tower, TD Centre | |||
| Structured Trade Finance |
Xxxxx 0000, Xxx 000 | |||||
| XXXX 000 |
000 Xxx Xx. | |||||
| Xxxxxxxxxxxxx, 00 |
Xxxxxxx, Xxxxxxx | |||||
| 8070 Zürich, Switzerland |
M5K 1H6 | |||||
| Attention: |
Xxxxxx Xxxxxx |
Attention: |
Xxxxxx Xxxxxxx, Senior Vice President | |||
| Telephone: |
00 00 00 000 00 00 |
Telephone: |
(000) 000-0000 | |||
| Fax: |
00 00 00 000 00 00 |
Fax: |
(000) 000-0000 | |||
| E-mail: |
xxxxxx.xxxxxx@xxxxxx-xxxxxx.xxx |
E-mail: |
xxxxxx_xxxxxxx@xxxxxxxxx.xxx | |||
| -or- |
||||||
| Operational Matters | Xxxx Xxxxx, Vice President | |||||
| Telephone: |
(000) 000-0000 | |||||
| Address: |
Credit Suisse AG, Export and |
Fax: |
(000) 000-0000 | |||
| Structured Trade Finance |
E-mail: |
Xxxx_Xxxxx@xxxxxxxxx.xxx | ||||
| XXXX 000 |
||||||
| Xxxxxxxxxxxxx. 00 |
Operational Matters | |||||
| 8070 Zürich, Switzerland |
||||||
| Attention: |
Xxxx Xxxxxx |
Address: |
Ernst & Young Tower, TD Centre | |||
| Telephone: |
00 00 00 000 00 00 |
Xxxxx 0000, Xxx 000 | ||||
| Fax: |
00 00 00 000 00 00 |
000 Xxx Xx. | ||||
| E-mail: |
xxxx.xxxxxx@xxxxxx-xxxxxx.xxx |
Xxxxxxx, Xxxxxxx | ||||
| X0X 0X0 | ||||||
| Attention: |
Xxxxxxx Xxxxxxxx, Manager | |||||
| Telephone: |
(000) 000-0000 | |||||
| Fax: |
(000) 000-0000 | |||||
| E-mail: |
xxxxxxx_xxxxxxxx@xxxxxxxxx.xxx | |||||
| -or- |
||||||
| Attention: |
Xxxxxx Xxx, Vice President | |||||
| Telephone: |
(000) 000-0000 | |||||
| Fax: |
(000) 000-0000 | |||||
| E-mail: |
xxxxxx_xxx@xxxxxxxxx.xxx | |||||
9.
Exhibit 4.2
The undersigned acknowledge having taken cognizance of the provisions of the foregoing Agreement and agree that the Guarantees and Security executed by them (A) remain enforceable against them in accordance with their terms, and (B) continue to guarantee or secure, as applicable, all of the obligations of the Persons specified in such Guarantees and Security Documents in connection with the Credit Agreement as defined above:
| LE SUPERCLUB VIDÉOTRON LTÉE | CF CABLE TV INC. | |||||
| Per: |
/s/ Xxxxx Xxxxxxx |
Per: |
/s/ Xxxxx Xxxxxxx | |||
| Treasurer |
Treasurer | |||||
| 7215924 CANADA INC. | 9219-7919 QUÉBEC INC. | |||||
| Per: |
/s/ Xxxxx Xxxxxxx |
Per: |
/s/ Xxxxx Xxxxxxx | |||
| Treasurer |
Treasurer | |||||
| VIDEOTRON US INC. | ||||||
| Per: |
/s/ Xxxxx-Xxxxx Xxxxxx |
|||||
| Vice President, Finance and Treasurer |
||||||
The undersigned acknowledges having taken cognizance of the provisions of the foregoing Agreement and agrees that the pledge of the shares of the Borrower executed by the undersigned as of July 6, 2006 in favour of the Agent (A) remains enforceable against it in accordance with its terms, and (B) continues to secure all of the obligations of the Persons specified in such Security Document in connection with the Credit Agreement, as defined above:
| QUEBECOR MEDIA INC. | ||
| Per: |
Xxxxx Xxxxxxx | |
| Treasurer | ||
Exhibit 4.2
SCHEDULE “A” - LIST OF LENDERS AND COMMITMENTS
The Revolving Facility
Cash Management Facilities – The Toronto-Dominion Bank (“TD”) - $15,000,000.
Balance of Revolving Facility:
| Lender |
Commitment ($) | Commitment (%) | ||||
| Royal Bank of Canada |
$ | 77,500,000 | 13.00000 | % | ||
| The Bank of Nova Scotia |
$ | 73,000,000 | 12.00000 | % | ||
| The Toronto-Dominion Bank |
$ | 73,000,000 | 12.00000 | % | ||
| Bank of America N.A., Canada Branch |
$ | 73,000,000 | 12.69565 | % | ||
| Citibank N.A., Canadian Branch |
$ | 50,000,000 | 8.00000 | % | ||
| Bank of Montreal |
$ | 41,000,000 | 7.00000 | % | ||
| Canadian Imperial Bank of Commerce |
$ | 20,000,000 | 3.00000 | % | ||
| National Bank of Canada |
$ | 50,500,000 | 8.78261 | % | ||
| Caisse centrale Xxxxxxxxxx |
$ | 45,000,000 | 7.82609 | % | ||
| Laurentian Bank of Canada |
$ | 17,000,000 | 2.00000 | % | ||
| HSBC Bank Canada |
$ | 30,000,000 | 5.21739 | % | ||
| Sumitomo Mitsui Banking Corporation of Canada |
$ | 25,000,000 | 4.34783 | % | ||
| Total |
$ | 575,000,000 | 100 | % | ||
| The Finnvera Term Facility | ||||||
| Lender |
Commitment ($) | Commitment (%) | ||||
| HSBC Bank plc |
$ | 28,125,000 | 37.5 | % | ||
| The Toronto-Dominion Bank |
$ | 28,125,000 | 37.5 | % | ||
| Credit Suisse AG |
$ | 9,375,000 | 12.5 | % | ||
| Sumitomo Mitsui Banking Corporation of Canada |
$ | 9,375,000 | 12.5 | % | ||
| Total |
$ | 75,000,000 | 100 | % | ||
ii.