EX-4.6 4 a18-6703_1ex4d6.htm EX-4.6
SECOND AMENDING AGREEMENT to the Amended and Restated Credit Agreement dated as of June 16, 2015, as amended by a First Amending Agreement dated as of June 24, 2016, entered into in the City of Montreal, Province of Quebec, as of January 3, 2018,
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AMONG: |
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VIDÉOTRON LTÉE, a company constituted in accordance with the laws of Quebec, having its registered office at 000 Xx. Xxxxxxx Xxxxxx, 00xx floor, in the City of Montreal, Province of Quebec (hereinafter called the “Borrower”) |
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AND: |
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THE LENDERS, AS DEFINED IN THE CREDIT AGREEMENT (the “Lenders”) |
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AND: |
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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”) |
WHEREAS the parties hereto are parties to a credit agreement originally dated as of November 28, 2000, as amended and restated as of July 20, 2011, as amended by a First Amending Agreement dated as of June 14, 2013, a Second Amending Agreement dated as of January 28, 2015, a Third Amending Agreement creating an Amended and Restated Credit Agreement dated as of June 16, 2015, and a First Amending Agreement dated as of June 24, 2016 (the “Original Credit Agreement”, and as amended pursuant to this Agreement, the “Credit Agreement”);
WHEREAS the Borrower has requested an amendment to the Original Credit Agreement to change the definition of “Tax Benefit Transaction”; and
WHEREAS the Lenders have unanimously agreed with the Borrower to the amendment 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 party hereto on this Agreement;
NOW THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:
I. INTERPRETATION
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.
II. AMENDMENT
1. Subsection 1.1.149 of the Original Credit Agreement is amended, and now provides as follows:
““Tax Benefit Transaction” means, for so long as the Borrower is a direct or indirect subsidiary of Quebecor Inc. (“Quebecor”), any transaction between a member of the VL Group and Quebecor or any of its Affiliates, the primary purpose of which is to create tax benefits for any member of the VL Group or for Quebecor or any of its Affiliates; provided, however, that (1) the member of the VL Group involved in the transaction obtains a favourable tax ruling from a competent tax authority or a favourable tax opinion from a nationally recognized Canadian law or accounting firm having a tax practice of national standing as to the tax efficiency of the transaction for such member of the VL Group (except that such ruling or opinion shall not be required in respect of a transaction with substantially similar tax and transactional attributes as a previous Tax Benefit Transaction in respect of which such a tax ruling or opinion was obtained as certified by the Vice President Taxation of the Borrower (or any officer having similar functions)); (2) the Borrower delivers to the Agent a resolution of the board of directors of the Borrower to the effect the transaction will not prejudice the Lenders and certifying that such transaction has been approved by a majority of the disinterested members of such board of directors; (3) such transaction is set forth in writing; (4) such transaction either (a) causes all of the Security creating a Charge on any transferred assets to remain in full force and effect, or (b) provides for the replacement of such assets by different assets of a value, nature and kind acceptable to each of the Lenders, and which shall in any event be subject to the Security (and the assets so transferred that were previously Charged shall be released); and (5) the EBITDA is not reduced after giving pro forma effect to the transaction as if the same had occurred at the beginning of the most recently ended four fiscal quarter period of the Borrower for which internal financial statements are available; provided, however, that if such transaction shall thereafter cease to satisfy the preceding requirements as a Tax Benefit Transaction, it shall thereafter cease to be a Tax Benefit Transaction for purposes of this Agreement and shall be deemed to have been effected as of such date and, if the transaction is not otherwise permitted by this Agreement as of such date, the Borrower will be in Default hereunder if such transaction does not comply with the preceding requirements or is not otherwise unwound within 30 days of that date.”
III. EFFECTIVE DATE AND CONDITIONS
1. This Second Amending Agreement shall become effective as of January 3, 2018 (the “Effective Date”), subject to the fulfilment of all conditions precedent set out herein.
2. On the Effective Date, the Original Credit Agreement shall be modified by the foregoing amendment. The parties hereto agree that the changes to 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 hereby, 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 all legal fees associated with this Agreement incurred by the Agent as contemplated and restricted by the provisions of Section 12.14 of the Credit Agreement.
4. All of the representations and warranties of the Borrower contained in Article 11 of the Credit Agreement (except where qualified in Article 11 as being made as at a particular date) are true and correct on and as of the Effective Date as though made on and as of the Effective Date.
IV. MISCELLANEOUS
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 judiciaires intentées, directement ou indirectement, relativement ou à la suite de la présente convention.
[Signature pages follow]
IN WITNESS WHEREOF THE PARTIES HERETO HAVE SIGNED THIS AGREEMENT ON THE DATE AND AT THE PLACE FIRST HEREINABOVE MENTIONED.
VIDÉOTRON LTÉE
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Per: |
/s/ Xxxxx Xxxxxxx |
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Xxxxx Xxxxxxx |
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Vice President and Treasurer |
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Signature Page – Vidéotron Ltée
Second Amending Agreement
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ROYAL BANK OF CANADA, as Agent |
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Per: |
/s/ Xxxxxx Xxxxx |
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Xxxxxx Xxxxx |
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Manager, Agency |
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THE REVOLVING FACILITY LENDERS: |
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XXXXX XXXX XX XXXXXX |
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XXXXXXXX XXXX XX XXXXXX | ||||
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Per: |
/s/ Xxxxxx Xxxxxxxx |
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Per: |
/s/ Xxx Xxxxxxx | ||
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Xxxxxx Xxxxxxxx |
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Xxx Xxxxxxx | ||
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Authorized Signatory |
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Managing Director | ||
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Per: |
/s/ Xxxxx Xxxxxxxx | |||
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Xxxxx Xxxxxxxx | |||
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Managing Director | |||
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BANK OF AMERICA, N.A., Canada Branch |
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THE BANK OF NOVA SCOTIA | ||||
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Per: |
/s/ Xxxxxx Xxxxxxx |
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Per: |
/s/ Xxxx Xxxx | ||
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Xxxxxx Xxxxxxx |
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Xxxx Xxxx | ||
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Associate |
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Director | ||
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Per: |
/s/ Xxxxxxx Xxxxxx | |||
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Xxxxxxx Xxxxxx | |||
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Associate Director | |||
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THE TORONTO-DOMINION BANK |
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BANK OF MONTREAL | ||||
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Per: |
/s/ Xxxxx Xxxxxxxx |
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Per: |
/s/ Xxxxxx Xxxxxxxxx | ||
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Xxxxx Xxxxxxxx |
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Xxxxxx Xxxxxxxxx | ||
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Premier directeur / Director |
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Managing Director | ||
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Per: |
/s/ Xxxxxxxx Xxxxxx |
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Xxxxxxxx Xxxxxx |
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Vice-President |
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Signature Page – Vidéotron Ltée
Second Amending Agreement
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FÉDÉRATION DES CAISSES |
CANADIAN IMPERIAL BANK | |||
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DESJARDINS DU QUÉBEC |
OF COMMERCE | |||
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Per: |
/s/ Xxxxxxxxx XxXxxxxx |
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Per: |
/s/ Xxxxxxxx Xxxxxx |
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Xxxxxxxxx XxXxxxxx |
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Xxxxxxxx Xxxxxx |
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Directeur, Financement corporatif |
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Executive Director |
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Director, Corporate Banking |
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Per: |
/s/ Xxxxxx Xxxxxxx |
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Per: |
/s/ Xxxxxx Xxxxx-Zeribi |
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Xxxxxx Xxxxxxx |
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Xxxxxx Xxxxx-Zeribi |
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Directeur, Financement corporatif |
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Executive Director |
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Director, Corporate Banking |
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HSBC BANK CANADA |
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JPMORGAN CHASE BANK, N.A. | |
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Per: |
/s/ Xxxx Xxxxxxxxx |
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Per: |
/s/ Xxxxxxx Xxxxxxx |
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Xxxx Xxxxxxxxx |
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Xxxxxxx Xxxxxxx |
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Head of Multinationals |
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Executive Director |
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Per: |
/s/ Xxxxx Xxxxxx |
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Xxxxx Xxxxxx |
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Managing Director, Global Banking |
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THE BANK OF TOKYO—MITSUBISHI UFJ, LTD., CANADA BRANCH |
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CITIBANK, N.A., Canadian Branch | ||
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Per: |
/s/ (signature) |
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Per: |
/s/ Xxxx Xxxxxxx |
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Xxxx Xxxxxxx |
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Authorized Signatory |
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MIZUHO BANK, LTD. |
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ICICI BANK CANADA | |
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Per: |
/s/ Xxxx X. Xxxxxx |
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Per: |
/s/ Akshay Xxxxxxxxxx |
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Xxxx X. Xxxxxx |
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Akshay Xxxxxxxxxx |
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Managing Director |
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Senior Vice President Corporate & |
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Commercial Banking |
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Per: |
/s/ Xxxxxxxxx Xxxxxxxxxx |
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Xxxxxxxxx Xxxxxxxxxx |
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AVP — Retail Operations |
Signature Page — Vidéotron Ltée
Second Amending Agreement
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LAURENTIAN BANK OF CANADA |
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Per: |
/s/ Xxxxxxxxx Xxxxxxx |
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Xxxxxxxxx Xxxxxxx |
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Loan Syndication |
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Per: |
/s/ Xxxxxx XxXxxxxx |
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Xxxxxx XxXxxxxx |
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Portfolio Manager |
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HSBC BANK PLC, as Finnvera Facility Agent |
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Per: |
/s/ (signature) |
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THE FINNVERA TERM FACILITY LENDERS: |
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HSBC BANK PLC |
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THE TORONTO-DOMINION BANK | ||
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Per: |
/s/ (signature) |
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Per: |
/s/ Xxxxx Xxxxx |
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Xxxxx Xxxxx |
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Managing Director |
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Per: |
/s/ Xxxxx Xxxxxxx |
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Xxxxx Xxxxxxx |
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Director |
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SUMITOMO MITSUI BANKING |
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CORPORATION, CANADA BRANCH |
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Per: |
/s/ Xxxxx Xxxxxxxxx |
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Xxxxx Xxxxxxxxx |
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Managing Director |
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Signature Page — Vidéotron Ltée
Second Amending Agreement
The undersigned acknowledge having taken cognizance of the provisions of the foregoing Second Amending Agreement and consent thereto, 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, and as amended hereby:
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9293-6707 QUÉBEC INC. |
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9176-6857 QUÉBEC INC. | ||
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Per: |
/s/ Xxxxx Xxxxxxx |
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Per: |
/s/ Xxxxx Xxxxxxx |
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Xxxxx Xxxxxxx |
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Xxxxx Xxxxxxx |
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Vice President and Treasurer |
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Vice President and Treasurer |
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VIDÉOTRON INFRASTRUCTURES INC. |
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4DEGRÉS COLOCATION INC. / | ||
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4DEGREES COLOCATION INC. | |
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Per: |
/s/ Xxxxx Xxxxxxx |
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Per: |
/s/ Xxxxx Xxxxxxx |
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Xxxxx Xxxxxxx |
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Xxxxx Xxxxxxx |
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Vice President and Treasurer |
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Vice President and Treasurer |
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9529454 CANADA INC. |
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8480869 CANADA INC. | ||
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Per: |
/s/ Xxxxx Xxxxxxx |
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Per: |
/s/ Xxxxx Xxxxxxx |
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Xxxxx Xxxxxxx |
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Xxxxx Xxxxxxx |
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Vice President and Treasurer |
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Vice President and Treasurer |
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FIBRENOIRE INC. |
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SYSTEMES DE FIBRES P2P DU CANADA LTÉE/ CANADIAN P2P FIBRE SYSTEMS LTD. | ||
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Per: |
/s/ Xxxxx Xxxxxxx |
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Per: |
/s/ Xxxxx Xxxxxxx |
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Xxxxx Xxxxxxx |
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Xxxxx Xxxxxxx |
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Vice President and Treasurer |
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Vice President and Treasurer |
Signature Page — Vidéotron Ltée
Second Amending Agreement
