EXHIBIT 4.17
AMENDING AGREEMENT
This Agreement is made as of October 8, 2003.
BETWEEN :
ROYAL BANK OF CANADA, a bank charted under the laws of Canada, for itself and as
administrative agent under the VL Credit Agreement and as agent for the other
Lenders (as hereinafter defined)
(hereinafter referred to as "RBC")
AND:
JPMORGAN CHASE BANK (FORMERLY KNOWN AS THE CHASE MANHATTAN BANK), a New York
banking corporation, as the trustee under the Trust Indenture
(hereinafter referred to as the "TRUSTEE")
AND:
CF CABLE TV INC., a corporation continued under the laws of Canada (hereinafter
referred to as "CF")
VIDEOTRON (REGIONAL) LTEE/VIDEOTRON (REGIONAL) LTD., a company amalgamated under
the laws of Canada
(hereinafter referred to as "VRL")
TELE-CABLE CHARLEVOIX (1977) INC., a corporation amalgamated under the laws of
Quebec;
(hereinafter referred to as "TCC")
WHEREAS an Inter-Creditor Agreement was made as of June 29, 2001 between RBC,
the Trustee, CF, Videotron (Richelieu) Ltee, Videotron (Laurentien)
Ltee/Videotron (Laurentian) Ltd., Videotron (Granby) Inc., TDM Newco Inc.,
Videotron (RDL) Ltee and Tele-Cable Charlevoix (1977) Inc. (the "AGREEMENT")
WHEREAS Videotron (Laurentian) Ltd./Videotron (Laurentien) Ltee was amalgamated
with TDM Newco Inc. as of January 2, 2002, to form TDM Newco Inc.;
WHEREAS TDM Newco Inc. changed its name to Videotron (Regional) Ltee/Videotron
(Regional) Ltd. as of January 9, 2002;
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WHEREAS Videotron (Granby) Inc. was amalgamated with Videotron (Richelieu) Ltee
and Videotron (RDL) Ltee as of January 2, 2002, to form Videotron (RDL) Ltee;
WHEREAS Videotron (RDL) Ltee was wound up into VRL as of July 31, 2002;
WHEREAS the parties hereto are still bound by the Agreement and wish to amend
some definitions in Section 1.1 of the Agreement;
NOW THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:
I. AMENDMENTS TO THE AGREEMENT
1. In Section 1.1, the definitions of "Lenders", "Secured Parties" and "VL
Credit Agreement" are amended to read as follows:
""LENDERS" means the financial institutions identified as such in the
VL Credit Agreement and any other financial institutions which from
time to time become parties to the VL Credit Agreement;"
""SECURED PARTIES" means the Agent for itself and as agent for the
Lenders, the Trustee for itself and on behalf of the Noteholders under
the Trust Indenture and any other creditor of First Priority Debt or
Second Priority Debt or agent or representative thereof and their
respective successors and permitted assigns;"
""VL CREDIT AGREEMENT" means the credit agreement dated as of November
28, 2000 between Videotron Ltee (together with its successors and
assignees, "VIDEOTRON"), the Agent and the Lenders party thereto
whereby the Lenders established certain credit facilities in an
aggregate amount of up to $1,450,000,000 in favour of Videotron, as
such agreement may be amended, restated, supplemented or otherwise
modified from time, as guaranteed by the Corporation and the
Guarantors."
2. Section 3.2 is amended to add the following words at the end thereof:
"It is hereby agreed that any shares pledged by the Corporation or any
of the Guarantors pursuant to the Note Security may be held by the
Agent, as nominee for the benefit of the Noteholders."
II. EFFECTIVE DATE
This agreement shall become effective as at the present date.
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III. MISCELLANEOUS
1. All of the provisions of the Agreement which are not amended hereby shall
remain in full force and effect.
2. Capitalized terms not otherwise defined herein shall have the meaning
ascribed to them in the Agreement.
3. This Agreement shall be governed by and construed in accordance with the
laws of the Province of Quebec.
4. The parties acknowledge that they have required that the present agreement
be drawn up in English. Les parties reconnaissent avoir exige la redaction
en anglais de la presente convention.
IN WITNESS WHEREOF, the parties have executed this agreement as of the date
first above written and in executing this agreement, hereby acknowledge receipt
of an executed copy thereof.
ROYAL BANK OF CANADA JPMORGAN CHASE BANK, AS TRUSTEE
Per: (signed) (illegible) By: /s/ XXXX XXXXXXX
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Name: Xxxx Xxxxxxx
Title: Trust Officer
CF CABLE TV INC. VIDEOTRON (REGIONAL)
LTEE/VIDEOTRON (REGIONAL)
LTD.
Per: /s/ XXXX XXXXXXX Per: /s/ XXXX XXXXXXX
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TELE-CABLE CHARLEVOIX (1977) INC.
Per: /s/ XXXX XXXXXXX
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