AMENDMENT NO. 3
TO THE
CREDIT AGREEMENT
DATED AS OF JUNE 29, 2001
among
QUEBECOR MEDIA INC.
as Borrower
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QUEBECOR NEW MEDIA INC.
CANOE: CANADIAN ONLINE EXPLORER INC.
QUEBECOR NEW MEDIA LIMITED PARTNERSHIP
CANOE LIMITED PARTNERSHIP
as Guarantors
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THE FINANCIAL INSTITUTIONS NAMED
ON THE SIGNATURE PAGES HERETO
as Lenders
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RBC DOMINION SECURITIES INC.
as Lead Arranger and Bookrunner
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TD SECURITIES
CREDIT SUISSE FIRST BOSTON
XXXXXXX XXXXX XXXXXX INC.
as Co-Lead Arrangers
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ROYAL BANK OF CANADA
as Administrative Agent
AMENDMENT NO. 3 to the CREDIT AGREEMENT dated as of June 29, 2001,
among QUEBECOR MEDIA INC., a company existing under the laws of Quebec, as
Borrower, the Guarantors named therein, the FINANCIAL INSTITUTIONS named on the
signature pages hereto, as Lenders, ROYAL BANK OF CANADA, as Administrative
Agent and the other parties named therein.
WHEREAS the Administrative Agent and such other Lenders as may from
time to time be parties to the Credit Agreement have agreed to make certain
credit facilities available to the Borrower upon the terms and conditions
contained in a credit agreement dated as of June 29, 2001 among the Borrower,
the Guarantors, the Administrative Agent, RBC Dominion Securities Inc., as Lead
Arranger and Bookrunner, the Co-Lead Arrangers and the Lenders under the Credit
Agreement (such credit agreement as it may at any time or from time to time be
amended, supplemented, restated or replaced, the "CREDIT AGREEMENT");
WHEREAS the parties wish to further amend the Credit Agreement as
provided herein;
NOW THEREFORE THE PARTIES HAVE AGREED AS FOLLOWS:
1. DEFINITIONS
Terms defined in the Credit Agreement which appear in this Agreement
without definition shall have the meanings ascribed to them in the Credit
Agreement.
2. AMENDMENT TO THE DEFINITION OF "APPLICABLE MARGIN" IN SECTION 1.1 OF
THE CREDIT AGREEMENT
2.1 The definition of "Applicable Margin" in Section 1.1 of the
Credit Agreement is hereby amended by replacing paragraph (i)(c)
by the following:
"(c) for Facility A-4, being the only Facility which remains
available to the Borrower, 0.25% per annum;"
2.2 The definition of "Applicable Margin" in Section 1.1 of the
Credit Agreement is hereby amended by replacing paragraph (ii)(c)
by the following:
"(c) for Facility A-4, being the only Facility which remains
available to the Borrower, 1.25% per annum;"
3. AMENDMENT TO THE DEFINITION OF "COMMITMENT" IN SECTION 1.1 OF THE
CREDIT AGREEMENT
The definition of "Commitment" in Section 1.1 of the Credit Agreement
is hereby amended by replacing the definition by the following:
""COMMITMENT" means, at any time, $135,000,000 being Facility A-4
in the amount of $135,000,000, as may be reduced from time to
time pursuant to Article 2, and a "LENDER(S) COMMITMENT" means,
at any time, the relevant amount designated as such in respect of
the Commitment and set forth opposite the Lender's name on the
signature pages, as may be reduced from time to time pursuant to
Article 2 or
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further to an assignment to an Assignee. Facility A-4 shall be
made available to the Borrower by the Lenders in the same
proportion as each Lender's Commitment bears to the Commitment."
4. AMENDMENT TO SECTION 2.1(1) OF THE CREDIT AGREEMENT
Section 2.1(1) of the Credit Agreement is hereby amended by replacing
the second sentence thereof by the following:
"The Commitment for the Credit Facility is hereby reduced from
the original amount of $1,905,000,000 to $135,000,000 and shall
be available by way of Facility A-4. The Parties confirm that
Facility X-0, Xxxxxxxx X-0, Xxxxxxxx X-0 and Facility B-1(INT)
have been permanently cancelled and that Facility A-3 is hereby
permanently cancelled."
5. AMENDMENT TO SECTION 2.1(2) OF THE CREDIT AGREEMENT
Facility A-4 is hereby increased from a maximum principal amount of
$50,000,000 to a maximum principal amount of $135,000,000 and Section 2.1(2) of
the Credit Agreement is hereby amended by replacing the amount of $50,000,000
referred to in the fifth line by the amount of $135,000,000.
6. AMENDMENT TO SECTION 8.2(d)(1)(ii) OF THE CREDIT AGREEMENT
Section 8.2(d)(1)(ii) of the Credit Agreement is hereby amended by
replacing the amount of $2,000,000 referred to therein by the amount of
$5,000,000 such that the sub-paragraph shall henceforth read as follows:
"(ii) The advances from Subsidiaries under the cash management
arrangements and letter of credit facilities including, without
limitation, those with Canadian Imperial Bank of Commerce and
National Bank of Canada (in the case of National Bank of Canada,
advances to Quebecor Communications Inc. not to exceed
$1,200,000) and Debt not exceeding $5,000,000 owing to Canadian
Imperial Bank of Commerce thereunder,".
7. AMENDMENT TO SECTION 8.2(j) OF THE CREDIT AGREEMENT
Section 8.2(j) of the Credit Agreement is hereby amended by adding the
following at the end of the sub-paragraph:
"Notwithstanding the foregoing, the Borrower and the Guarantors
shall be entitled to swap fixed rate debt into floating rate debt
or enter into similar Derivative Instruments for such purposes,
provided that no such transaction shall be made for the purpose
of speculation."
8. SECURITY TO BE GRANTED TO CANADIAN IMPERIAL BANK OF COMMERCE
The Lenders hereby authorize the Administrative Agent to enter into an
intercreditor agreement or any other agreement which the Administrative Agent
deems desirable with
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Canadian Imperial Bank of Commerce to permit the Borrower, any Guarantor or
Subsidiary to xxxxx XXXX PASSU Liens in favour of Canadian Imperial Bank of
Commerce in order to secure their obligations in connection with the cash
management arrangements referred to in Section 8.2(d)(1)(ii) of the Credit
Agreement, and as permitted under sub-paragraph (l) of the definition of
Permitted Liens.
9. EXTENSION OF REVOLVING PERIOD IN RESPECT OF FACILITY A-4
The Parties hereby confirm that the Revolving Period in respect of
Facility A-4 has been extended for a further period of 364 days from June 25,
2004 to June 24, 2005 pursuant to the procedure set forth in Section 2.2(4) of
the Credit Agreement.
10. EFFECTIVE DATE
This Amendment No. 3 shall take effect as of June 25, 2004.
11. REFERENCE TO AND EFFECT ON CREDIT AGREEMENT
On and after the date of this Agreement, each reference in the Credit
Agreement to "this Agreement" and each reference to the Credit Agreement in the
Credit Documents and any and all other agreements, documents and instruments
delivered by any of the Lenders, the Administrative Agent, the Borrower, any
Guarantor or any other Person shall mean and be a reference to the Credit
Agreement as further amended by this Agreement. Except as specifically amended
by this Agreement, the Credit Agreement shall remain in full force and effect
and is hereby ratified and confirmed.
12. NO WAIVER, ETC.
The execution, delivery and effectiveness of this Agreement shall not,
except as expressly provided, operate as a waiver of any right, power or remedy
of the Administrative Agent or any of the Lenders or any other Secured Party
under any of the Credit Documents nor constitute a waiver of any provision of
any of the Credit Documents.
13. GOVERNING LAW
This Agreement shall be governed by and interpreted and enforced in
accordance with the laws of the Province of Quebec and the laws of Canada
applicable therein.
14. ENUREMENT
This Agreement shall enure to the benefit of and be binding upon the
parties and their respective successors and permitted assigns.
15. LANGUAGE
The parties hereto agree that this Agreement and all agreements and
documents entered into in connection herewith or pursuant hereto shall be drawn
up in English only. LES PARTIES CONFIRMENT QU'ELLES ONT CONVENU QUE CE DOCUMENT
AINSI QUE TOUS LES AUTRES DOCUMENTS OU CONTRATS S'Y RATTACHANT SOIENT REDIGES EN
ANGLAIS SEULEMENT.
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16. COUNTERPARTS
This Agreement may be executed in any number of counterparts which may
be signed and communicated by telecopier or otherwise and all of such
counterparts taken together shall be deemed to constitute one and the same
instrument.
[The signature pages follow]
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IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their respective authorized officers as of June 25, 2004.
QUEBECOR MEDIA INC., AS BORROWER
Per: [Signed]
-------------------------------------
Authorized Signing Officer
Per: [Signed]
-------------------------------------
Authorized Signing Officer
QUEBECOR NEW MEDIA INC., AS GUARANTOR
Per: [Signed]
-------------------------------------
Authorized Signing Officer
Per: [Signed]
-------------------------------------
Authorized Signing Officer
CANOE: CANADIAN ONLINE EXPLORER INC.,
AS GUARANTOR
Per: [Signed]
-------------------------------------
Authorized Signing Officer
Per: [Signed]
-------------------------------------
Authorized Signing Officer
QUEBECOR NEW MEDIA LIMITED
PARTNERSHIP, AS GUARANTOR, BY ITS
GENERAL PARTNER, QUEBECOR NEW
MEDIA INC.
Per: [Signed]
-------------------------------------
Authorized Signing Officer
Per: [Signed]
-------------------------------------
Authorized Signing Officer
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CANOE LIMITED PARTNERSHIP, AS
GUARANTOR, BY ITS GENERAL PARTNER,
CANOE: CANADIAN ONLINE EXPLORER INC.
Per: [Signed]
-------------------------------------
Authorized Signing Officer
Per: [Signed]
-------------------------------------
Authorized Signing Officer
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THE ADMINISTRATIVE AGENT:
ROYAL BANK OF CANADA
Per: [Signed]
-------------------------------------
Authorized Signing Officer
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Commitment: THE LENDERS:
Facility A-4: $22,615,980 ROYAL BANK OF CANADA, as Lender
Per: [Signed]
-------------------------------------
Authorized Signing Officer
Per: [Signed]
-------------------------------------
Authorized Signing Xxxxxxx
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Xxxxxxxxxx: XXXX XX XXXXXXX, X.X., XXXXXX BRANCH,
Facility A-4: $8,350,515 as Lender
Per: [Signed]
-------------------------------------
Authorized Signing Officer
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Commitment: BANK OF MONTREAL, as Lender
Facility A-4: $16,701,030
Per: [Signed]
-------------------------------------
Authorized Signing Officer
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Commitment: THE TORONTO-DOMINION BANK, as Lender
Facility A-4: $22,615,980
Per: [Signed]
-------------------------------------
Authorized Signing Officer
Per: [Signed]
-------------------------------------
Authorized Signing Officer
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Commitment: BANK OF TOKYO-MITSUBISHI (CANADA),
Facility A-4: $5,567,010 as Lender
Per: [Signed]
-------------------------------------
Authorized Signing Officer
Per: [Signed]
-------------------------------------
Authorized Signing Officer
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Commitment: CAISSE CENTRALE XXXXXXXXXX, as Lender
Facility A-4: $5,567,010
Per: [Signed]
-------------------------------------
Authorized Signing Officer
Per: [Signed]
-------------------------------------
Authorized Signing Officer
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Commitment: CITIBANK N.A., CANADIAN BRANCH,
Facility A-4: $22,615,980 as Lender
Per: [Signed]
-------------------------------------
Authorized Signing Officer
Per: [Signed]
-------------------------------------
Authorized Signing Officer
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Commitment: CREDIT SUISSE FIRST BOSTON TORONTO
Facility A-4: $22,615,980 BRANCH, as Lender
Per: [Signed]
-------------------------------------
Authorized Signing Officer
Per: [Signed]
-------------------------------------
Authorized Signing Officer
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Commitment: THE BANK OF NOVA SCOTIA, as Lender
Facility A-4: $8,350,515
Per: [Signed]
-------------------------------------
Authorized Signing Officer
Per: [Signed]
-------------------------------------
Authorized Signing Officer
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The undersigned hereby consent to the foregoing Amendment No. 3.
QUEBECOR INC.
Per: [Signed]
-------------------------------------
Authorized Signing Officer
Per: [Signed]
-------------------------------------
Authorized Signing Officer
CAISSE DE DEPOT ET PLACEMENT DU
QUEBECOR INC.
Per: [Signed]
-------------------------------------
Authorized Signing Officer
Per: [Signed]
-------------------------------------
Authorized Signing Officer
CAPITAL COMMUNICATIONS CDPQ INC.
Per: [Signed]
-------------------------------------
Authorized Signing Officer
Per: [Signed]
-------------------------------------
Authorized Signing Officer
