EXHIBIT 4.3
AMENDMENT NO. 1
TO THE
CREDIT AGREEMENT
DATED AS OF JUNE 29, 2001
AMONG
QUEBECOR MEDIA INC.
AS BORROWER
- AND -
LE GROUPE VIDEOTRON LTEE
QUEBECOR NEW MEDIA INC.
CANOE: CANADIAN ONLINE EXPLORER INC.
QUEBECOR NEW MEDIA LIMITED PARTNERSHIP
CANOE LIMITED PARTNERSHIP
as Guarantors
- and -
THE FINANCIAL INSTITUTIONS NAMED
ON THE SIGNATURE PAGES HERETO
as Lenders
- and -
RBC DOMINION SECURITIES INC.
as Lead Arranger and Bookrunner
- and -
TD SECURITIES
CREDIT SUISSE FIRST BOSTON
XXXXXXX XXXXX XXXXXX INC.
as co-Lead Arrangers
- and -
ROYAL BANK OF CANADA
AS ADMINISTRATIVE AGENT
AMENDMENT NO. 1 to the CREDIT AGREEMENT dated as of June 29, 2001,
among QUEBECOR MEDIA INC., a company existing under the laws of Quebec, as
Borrower, LE GROUPE VIDEOTRON LTEE, QUEBECOR NEW MEDIA INC., CANOE: CANADIAN
ONLINE EXPLORER INC., QUEBECOR NEW MEDIA LIMITED PARTNERSHIP AND CANOE LIMITED
PARTNERSHIP, as Guarantors, the FINANCIAL INSTITUTIONS named on the signature
pages hereto, as Lenders, RBC DOMINION SECURITIES INC., as Lead Arranger and
Bookrunner, TD SECURITIES, CREDIT SUISSE FIRST BOSTON AND XXXXXXX XXXXX BARNEY
INC., as Co-Lead Arrangers and ROYAL BANK OF CANADA, as Administrative Agent.
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 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 "CASH EQUIVALENTS"
Section 1.1 of the Credit Agreement is hereby amended by substituting
the definition of "Cash Equivalents" by the following:
""CASH EQUIVALENTS" means:
(a) marketable, direct obligations of Canada or of any agency
thereof backed by the full faith and credit of Canada,
maturing within 364 days of the date of purchase;
(b) certificates of deposit maturing within 364 days of the date
of purchase issued by or acceptances accepted or guaranteed by
a bank to which the Bank Act (Canada) applies that is a Leader
hereunder and that has, at the time of acquisition, a combined
capital surplus or undistributed profits of at least
$2,000,000,000;
(c) commercial paper, bonds, notes, debentures and banker's
acceptances issued by a Person residing in Canada and maturing
within 270 days from the date of issuance which, at the time
of acquisition, is or are accorded a short-term credit rating
of at least A-1 by Standard & Poor's Corporation or at least
Prime-1 by Xxxxx'x Investors Service or the equivalent thereof
by Dominion Bond Rating Service."
3. AMENDMENT TO SECTION 4.2 OF THE CREDIT AGREEMENT
Section 4.2 of the Credit Agreement is amended by substituting therefor
the following:
"Each Drawing presented by the Borrower shall be in a minimum
amount of $5,000,000 and in multiples of $1,000,000 and each
Draft shall (i) be in an integral multiple of $ 100,000; (ii)
be dated the date of the Drawing, and (iii) mature and be
payable by the Borrower (in common with all other Drafts
presented in connection with such Drawing) on a Business Day
which occurs (subject to availability) between 10 and 180
days, at the election of the Borrower, after the Drawing Date
and on or prior to the relevant Maturity Date."
4. AMENDMENT TO SECTION 8.1(a)(M) OF THE CREDIT AGREEMENT
Section 8.1(a)(iii) of the Credit Agreement is hereby amended by
deleting the following, "9076-1883 Quebec Inc., 9076-1859 Quebec Inc., 3588386
Canada Inc., Quebecor New Media Inc., Canoe: Canadian Online Explorer Inc.,
Quebecor New Media Limited Partnership, Canoe Limited Partnership and".
5. EFFECTIVE DATE
This Amendment No. 1 shall take effect as of June 6, 2002.
6. 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 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.
7. 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 Leaders or any other Secured Party
under any of the Credit Documents nor constitute a waiver of any provision of
any of the Credit Documents.
8. 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.
9. ENUREMENT
2
This Agreement shall enure to the benefit of and be binding upon the
parties and their respective successors and permitted assigns.
10. 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.
11. 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]
3
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their respective authorized officers as of August 6, 2002.
QUEBECOR MEDIA INC., AS BORROWER
Per: [Signed]
_______________________________
Authorized Signing Officer
Per: [Signed]
_______________________________
Authorized Signing Officer
LE GROUPE VIDEOTRON LTEE, AS GUARANTOR
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.
Per: [Signed]
_______________________________
Authorized Signing Officer
Per: [Signed]
_______________________________
Authorized Signing Officer
4
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
CANOE LIMITED PARTNERSHIP, AS
GUARANTOR, BY ITS GENERAL PARTNER,
CANOE: CANADIAN ONLINE EXPLORER INC.
Per: [Signed]
_______________________________
Authorized Signing Officer
Per: [Signed]
_______________________________
Authorized Signing Officer
THE ADMINISTRATIVE AGENT:
ROYAL BANK OF CANADA
Per: [Signed]
_______________________________
Authorized Signing Officer
THE LEAD ARRANGER:
RBC DOMINION SECURITIES INC.
Per: [Signed]
_______________________________
Authorized Signing Officer
5
THE CO-LEAD ARRANGERS:
TD SECURITIES
Per: [Signed]
_______________________________
Authorized Signing Officer
CREDIT SUISSE FIRST BOSTON
Per: [Signed]
_______________________________
Authorized Signing Officer
Per: [Signed]
_______________________________
Authorized Signing Officer
XXXXXXX XXXXX BARNEY INC.
Per: [Signed]
_______________________________
Authorized Signing Officer
Per: [Signed]
_______________________________
Authorized Signing Officer
THE LENDERS:
ROYAL BANK OF CANADA, as
Lender
Per: [Signed]
_______________________________
Authorized Signing Officer
Per: [Signed]
_______________________________
Authorized Signing Officer
6
BANK OF AMERICA CANADA, as Lender
Per: [Signed]
_______________________________
Authorized Signing Officer
Per: [Signed]
_______________________________
Authorized Signing Officer
BANK OF MONTREAL, as Lender
Per: [Signed]
_______________________________
Authorized Signing Officer
THE TORONTO-DOMINION BANK, as Lender
Per: [Signed]
_______________________________
Authorized Signing Officer
Per: [Signed]
_______________________________
Authorized Signing Officer
BANK OF TOKYO-MITSUBISHI
(CANADA), as Lender
Per: [Signed]
_______________________________
Authorized Signing Officer
Per: [Signed]
_______________________________
Authorized Signing Officer
7
BNP PARIBAS (CANADA), as Lender
Per: [Signed]
_______________________________
Authorized Signing Officer
Per: [Signed]
_______________________________
Authorized Signing Officer
CAISSE CENTRALE XXXXXXXXXX, as Lender
Per: [Signed]
_______________________________
Authorized Signing Officer
Per: [Signed]
_______________________________
Authorized Signing Officer
CANADIAN IMPERIAL BANK OF
COMMERCE, as Lender
Per: [Signed]
_______________________________
Authorized Signing Officer
Per: [Signed]
_______________________________
Authorized Signing Officer
CITIBANK CANADA, as Lender
Per: [Signed]
_______________________________
Authorized Signing Officer
Per: [Signed]
_______________________________
Authorized Signing Officer
8
CREDIT SUISSE FIRST BOSTON
CANADA, as Lender
Per: [Signed]
_______________________________
Authorized Signing Officer
Per: [Signed]
_______________________________
Authorized Signing Officer
THE BANK OF NOVA SCOTIA, as
Lender
Per: [Signed]
_______________________________
Authorized Signing Officer
Per: [Signed]
_______________________________
Authorized Signing Officer
ACCEPTED: QUEBECOR INC.
Per: [Signed]
_______________________________
Authorized Signing Officer
Per: [Signed]
_______________________________
Authorized Signing Officer
CAISSE DE DEPOT ET
PLACEMENT DU QUEBEC
Per: [Signed]
_______________________________
Authorized Signing Officer
Per: [Signed]
_______________________________
Authorized Signing Officer
9
CAPITAL COMMUNICATIONS CDPQ INC.
Per: [Signed]
_______________________________
Authorized Signing Officer
Per: [Signed]
_______________________________
Authorized Signing Officer
10
