EXHIBIT 4.4
AMENDMENT NO. 2
TO THE
CREDIT AGREEMENT
DATED AS OF JUNE 29, 2001
AMONG
QUEBECOR MEDIA INC.
AS BORROWER
- AND -
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. 2 to the CREDIT AGREEMENT dated as of June 29, 2001,
among QUEBECOR MEDIA INC., a company existing under the laws of Quebec, as
Borrower, 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 SECTION 8.2 PARAGRAPH (F) OF THE CREDIT AGREEMENT
Section 8.2 of the Credit Agreement is hereby amended by substituting
paragraph (f) by the following:
"DISTRIBUTIONS. Declare, make or pay any Distributions, except
for any Distributions expressly permitted pursuant to the
Transactions and PROVIDED THAT (i) a Guarantor may make
Distributions to the Borrower or any other Guarantor and the
Borrower may make Distributions to a Guarantor and (ii) the
Borrower may redeem any preferred shares of its capital stock
issued to a Subsidiary as part of a tax consolidation
transaction PROVIDED THAT a corresponding amount is received
concurrently by the Borrower as the permanent repayment of any
securities issued by such Subsidiary to the Borrower."
3. AMENDMENT TO SECTION 8.2 PARAGRAPH (H) OF THE CREDIT AGREEMENT
Section 8.2 of the Credit Agreement is amended by substituting
paragraph (h) by the following:
"NO FINANCIAL ASSISTANCE. Provide any loan, guarantee or other
financial assistance to any Person, including any guarantee of
third party obligations on behalf of such Person except (i) in
favour of the lenders and the administrative agent in
connection with the Videotron Credit Facility, (ii) as
expressly permitted in this Agreement or as part of a
Transaction, (iii) for advances to Subsidiaries under the
Borrower's cash management arrangements (including, without
limitation, those with Canadian Imperial Bank of Commerce and
National Bank of Canada) and as permitted pursuant to Section
8.2(d)(ii), (iii) and (vi) and (vii) hereof, (iv) any other
financial assistance so long as the aggregate amount thereof
does not exceed $25,000,000 excluding the amount of Net
Proceeds referred in Section 2.5(4)(ii) and (v) financial
assistance to Videotron in an aggregate amount not to exceed
$200,000,000 provided that no Event of Default exists or would
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result from such financial assistance and such financial
assistance will be used by Videotron to reduce and permanently
cancel its long term indebtedness:"
4. EFFECTIVE DATE
This Amendment No. 2 shall take effect as of March 31, 2003.
5. 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.
6. 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.
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7. 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.
8. ENUREMENT
This Agreement shall enure to the benefit of and be binding upon the
parties arid their respective successors and permitted assigns.
9. 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.
10. 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 August 31, 2003.
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.
Per: [Signed]
_______________________________
Authorized Signing Officer
Per: [Signed]
_______________________________
Authorized Signing Officer
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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
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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
CITIGROUP GLOBAL MARKETS INC.
(FORMERLY XXXXXXX XXXXX XXXXXX 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
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BANK OF AMERICA, N.A., CANADA BRANCH,
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
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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 N.A., CANADIAN BRANCH,
as Lender
Per: [Signed]
_______________________________
Authorized Signing Officer
Per: [Signed]
_______________________________
Authorized Signing Officer
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CREDIT SUISSE FIRST BOSTON, as Lender
Per: [Signed]
_______________________________
Authorized Signing Officer
Per: [Signed]
_______________________________
Authorized Signing Officer
THE BANK OF NOVA SCOTIA, as
Lender
Per: [Signed]
_______________________________
Authorized Signing Officer
Xxxxxx Xxxx, Director
Per: [Signed]
_______________________________
Authorized Signing Officer
Xxxx Xxxxxxxxx, Associate
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
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CAPITAL COMMUNICATIONS CDPQ INC.
Per: [Signed]
_______________________________
Authorized Signing Officer
Per: [Signed]
_______________________________
Authorized Signing Officer
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