Exhibit (b)(2)
FIRST AMENDING AGREEMENT to the Credit Agreement dated as of November 12, 2002,
entered into in the City of Montreal, Province of Quebec, as of June 13, 2003.
BETWEEN: CGI GROUP INC., a company constituted in
accordance with the laws of the Province of
Quebec, having its head office at 0000 Xxxxxxxxxx
Xxxxxx West, 5th Floor, in the City of Montreal,
Province xx Xxxxxx, X0X 0X0;
(hereinafter called the "BORROWER")
PARTY OF THE FIRST PART
AND: THE FINANCIAL INSTITUTIONS NAMED ON THE SIGNATURE
PAGE HEREOF OR FROM TIME TO TIME PARTIES TO THE
CREDIT AGREEMENT;
(hereinafter called the "LENDERS")
PARTIES OF THE SECOND PART
AND: CANADIAN IMPERIAL BANK OF COMMERCE, ON ITS OWN
BEHALF AND AS ADMINISTRATIVE AGENT FOR THE
LENDERS, a Canadian bank, having a place of
business at 000 Xxx Xxxxxx, 0xx Xxxxx, in the City
of Toronto, Province of Ontario, X0X 0X0;
(hereinafter called the "AGENT")
PARTY OF THE THIRD PART
WHEREAS a credit agreement dated as of November 12, 2002 (the "CREDIT
AGREEMENT") was entered into among the Borrower, the Lenders and the Agent
providing for the granting of a facility in the aggregate amount of
Cdn.$415,000,000;
WHEREAS the Borrower wishes to increase the maximum amount of the Credit and
add additional Lenders under the Credit Agreement;
First Amending Agreement
Page 2.
WHEREAS the Lenders, the Agent and the Borrower wish to amend the Credit
Agreement in order to modify certain provisions of the Credit Agreement;
NOW THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:
1. INTERPRETATIVE PROVISIONS
1.1 FIRST AMENDING AGREEMENT
This First Amending Agreement is declared to be supplemental to the Credit
Agreement and is to form part thereof. All provisions of the Credit
Agreement, except only insofar as may be inconsistent with the express
provisions of this Agreement, shall apply to, and have effect in connection
with, this First Amending Agreement.
1.2 INTERPRETATION
Unless otherwise defined or unless there is something in the subject matter
or the context inconsistent therewith, all capitalized words and
expressions used herein or in any deed, document or agreement supplemental
hereto shall have the meaning ascribed to them in the Credit Agreement.
However, when used herein the expressions "hereto" or "hereunder" or
"hereof" or "herein" or "this Agreement" shall refer to this First Amending
Agreement and the reference to "Credit Agreement" shall refer to the Credit
Agreement as amended by this First Amending Agreement.
1.3 DIVISION AND TITLES
The division of this First Amending Agreement into Articles, Sections and
subsections and the insertion of titles are for convenience of reference
only and shall not affect the meaning or interpretation of this First
Amending Agreement.
1.4 PREAMBLE
The preamble of this First Amending Agreement shall form an integral part
hereof as if at length recited herein.
1.5 SCHEDULE 1
Schedule 1 to this First Amending Agreement shall form an integral part
hereof.
First Amending Agreement
Page 3.
2. AMENDMENTS TO THE CREDIT AGREEMENT
The Credit Agreement is hereby amended as follows:
2.1 THE FACILITIES
Section 2.1 of the Credit Agreement is amended by increasing the maximum
amount of the Credit to Cdn.$515,000,000, such increase to be applied pro
rata between Facility A and Facility B. Consequently, Section 2.1 now
provides as follows:
"2.1 THE FACILITIES
Subject to the provisions hereof, each Lender agrees to make available
to the Borrower, individually and not jointly and severally or
solidarily, its Commitment in the Credit, which Credit consists of the
following:
2.1.1 a maximum amount of Cdn.$186,200,000 or its equivalent in US
Dollars, under Facility A; and
2.1.2 a maximum amount of Cdn.$328,800,000 or its equivalent in US
Dollars, under Facility B;
for a total of up to Cdn.$515,000,000 or its equivalent in US Dollars.
Irrespective of whether or not any Swing Line Advances have been made
or remain outstanding, the amount available under Facility A (other
than for the purposes of subsection 5.12.1(a)) shall be deemed to be
reduced by an amount equal to the maximum amount of Swing Line
Advances available hereunder."
2.2 LIMITATIONS ON DEBT
Section 13.6 of the Credit Agreement is amended by providing that this
Section does not include Debt under Guarantees of the Borrower and the
Restricted Subsidiaries, which Guarantees are covered by Section 13.7.
Consequently, Section 13.6 now provides as follows:
"13.6 LIMITATIONS ON DEBT
Create, incur, assume, or render itself liable in any manner
whatsoever, directly or indirectly, for any Debt (other than as
permitted under Section 13.7), except for the Loan hereunder and
except:
(a) Debt of the Borrower and the Restricted Subsidiaries secured
by Permitted Charges and within the limits applicable thereto;
(b) Debt of the Borrower incurred from time to time, the
outstanding principal amount of which does not exceed,
together with Debt under (a), 10% of the Shareholders'
Equity of the Borrower as
FIRST AMENDING AGREEMENT
PAGE 4.
determined in the last Quarterly Financials or in the last
Annual Report, whichever was most recently submitted;
(c) without being subject to the limitation contained in (b), other
unsecured Debt of the Borrower that is pari passu with the Loan,
provided that the Net Proceeds thereof are dealt with in
accordance with the provisions of subsection 8.2.3;
(d) without being subject to the limitation contained in (b), Debt
of the Borrower and the Restricted Subsidiaries forming part of
the definition of "Capitalized Operating Rents";
(e) unsecured Debt of the Restricted Subsidiaries that is pari passu
with the Loan for an aggregate amount not exceeding $10,000,000,
which Debt shall be used for the sole purpose of funding local
payroll, cash management services and other local expenses; and
(f) Debt of the Borrower or any Authorized Restricted Subsidiary to
the Borrower or any other Authorized Restricted Subsidiary.
For greater certainty, save as provided in paragraphs (a), (d), (e) and
(f) above, no Restricted Subsidiary may incur Debt (other than as
permitted under Section 13.7)."
2.3 GUARANTEES, FINANCIAL ASSISTANCE AND INVESTMENTS
Section 13.7 of the Credit Agreement is amended in order to permit the
Restricted Subsidiaries to Guarantee the permitted Debt of the Borrower.
Consequently, Section 13.7 now provides as follows:
"13.7 GUARANTEES, FINANCIAL ASSISTANCE AND INVESTMENTS
Guarantee, provide financial assistance to, or make any loan or advance
to, or Investment in, any Person (except that the Authorized Restricted
Subsidiaries and the Borrower may provide (A) Guarantees of the Borrower
and the Authorized Restricted Subsidiaries to the extent the Debt so
Guaranteed is permitted under Section 13.6 (provided that with respect to
the Debt permitted under Section 13.6(d), only the "Operating Rentals" may
be so Guaranteed), and (B) financial assistance and loans and advances to,
and Investments in, the Borrower and the Authorized Restricted
Subsidiaries), except in the ordinary course of business and for an
aggregate amount (when added to all then-existing Guarantees, financial
assistance, loans, advances and Investments in Persons (other than
Guarantees permitted in (A) above and financial assistance, loans,
advances and Investments permitted in (B) above)) that does not exceed 10%
of the Shareholder's Equity of the Borrower as determined in the last
Quarterly Financials or in the last Annual Report, whichever is most
recently submitted."
First Amending Agreement
Page 5.
2.4 SCHEDULE "A"
Schedule "A" to the Credit Agreement is deleted and replaced by Schedule 1
annexed hereto.
3. INTERPRETATION OF THE CREDIT AGREEMENT
All provisions of the Credit Agreement shall be interpreted in compliance
with and in order to give effect to the amendments set forth hereunder.
4. REPRESENTATIONS AND WARRANTIES
The Borrower hereby reiterates the representations and warranties made by
it in the Credit Agreement (except for the representations and warranties
stated to be made as at a particular date), which representations and
warranties are incorporated herein by reference with the same force and
effect as though herein set forth in full with all adjustments to the
language of such provisions which may be desirable to give full effect to
the spirit and intent of this First Amending Agreement, and in addition,
for so long as the Loan remains outstanding and unpaid, or the Borrower is
entitled to borrow under the Credit Agreement (whether or not the
conditions precedent to such borrowing have been or may be satisfied), the
Borrower hereby represents and warrants to the Lenders that:
4.1 AUTHORIZATION
The Borrower has the power and has taken all necessary steps under the Laws
in order to be authorized to borrow under the Credit Agreement and to
execute, deliver and perform its obligations under this First Amending
Agreement and under the Credit Agreement in accordance with the terms and
conditions hereof and thereof and to complete the transactions contemplated
herein and therein. Each of the Restricted Subsidiaries has the power and
has taken all necessary steps under the Laws in order to be authorized to
intervene in this First Amending Agreement. This First Amending Agreement
has been duly executed and delivered by duly authorized officers of the
Borrower and the Restricted Subsidiaries and is, and when executed and
delivered in accordance with the terms hereof, shall be, a legal, valid and
binding obligation of the Borrower, enforceable in accordance with its
terms, subject to such limitations and prohibitions of enforceability as
may exist or may be enacted in Laws relating to bankruptcy, insolvency,
liquidation, reorganization, moratorium or other Laws of general
application affecting the enforceability of creditors' rights.
4.2 COMPLIANCE WITH LAWS AND CONTRACTS
The execution and delivery of and performance of the obligations under this
First Amending Agreement in accordance with its terms and the completion of
the transactions contemplated herein do not require any consents or
approvals, do not violate any Laws, do not conflict with, violate or
constitute a breach under the documents of incorporation or by-laws of the
Borrower or the Restricted Subsidiaries or under any agreements,
First Amending Agreement
Page 6
contracts or deeds to which the Borrower or any of the Restricted
Subsidiaries is a party or which is binding upon it or its assets and do
not result in or require the creation or imposition of any Charge
whatsoever on the assets of the Borrower or any of the Restricted
Subsidiaries, whether presently owned or hereafter acquired, save for the
Permitted Charges.
5. CONDITIONS PRECEDENT
The obligation of the Lenders to make an Advance under the portion of the
Credit that is increased hereunder is conditional upon the fulfilment of
each of the conditions set out in this Article 5 and in Section 10.2 of
the Credit Agreement.
(i) this First Amending Agreement shall have been executed and delivered
to the Agent;
(ii) the Borrower shall have delivered to the Agent a certificate in the
form of Schedule "E" to the Credit Agreement signed by an officer
stipulating and certifying that:
(a) such officer has taken cognizance of all the terms and
conditions of this First Amending Agreement, and of all
contracts, agreements and deeds pertaining hereto;
(b) to the best of his knowledge, after due enquiry, no Default
or Event of Default has occurred or exists under the Credit
Agreement;
(c) the Borrower has all necessary governmental, regulatory and
other approvals in order to enter into and perform its
obligations hereunder and under the Credit Agreement; and
(d) each of the Borrower and the Restricted Subsidiaries holds
the material permits, licenses and authorizations required
in order to permit it to possess its property and its real
estate and to carry on its business in the manner in which
it is being carried on at present, and is in material
compliance with all Laws, including Environmental Laws; and
(iii) the Borrower shall have delivered to the Agent the favourable legal
opinion of its counsel, addressed to the Lenders, the Agent and
their counsel, in form and substance satisfactory to them and
regarding, among other things (i) the power, capacity and authority
of the Borrower and each of the Restricted Subsidiaries (except CGI
GROUP (EUROPE) LIMITED) to enter into or intervene in this First
Amending Agreement and to perform its obligations hereunder, (ii)
the due authorization, (iii) the enforceability, validity and
binding nature of this First Amending Agreement and the Credit
Agreement, as amended by this First Amending Agreement, and (iv)
such ancillary matters as pertain to the transactions contemplated
hereunder, as required by the Agent, acting reasonably.
First Amending Agreement
Page 7.
6. REPRESENTATIONS AND WARRANTIES OF NEW LENDERS
6.1 VALIDITY OF THE CREDIT AGREEMENT AND THE GUARANTEES
Each of National Bank of Canada and Societe Generale (Canada) acknowledges
and confirms that it has not relied upon and that the Agent has not made
any representation or warranty whatsoever as to the due execution,
legality, effectiveness, validity or enforceability of the Credit
Agreement, the Guarantees or any other documentation or information
delivered by the Agent to it in connection therewith or for the performance
thereof by any party thereto or for the performance of any obligation by
the Borrower or any Restricted Subsidiary or for the financial condition of
the Borrower or of any Restricted Subsidiary. All representations,
warranties and conditions expressed or implied by Law or otherwise are
hereby excluded.
6.2 INDEPENDENT APPRAISAL
Each of National Bank of Canada and Societe Generale (Canada) represents
and warrants that it has itself been, and will continue to be, solely
responsible for making its own independent appraisal of and investigation
into the financial condition, creditworthiness, affairs, status and nature
of the Borrower and the Restricted Subsidiaries and has not relied and will
not hereafter rely on the Agent to appraise or keep under review on its
behalf the financial condition, creditworthiness, affairs, status or nature
of the Borrower and the Restricted Subsidiaries.
7. MISCELLANEOUS
7.1 PAYMENT OF LEGAL FEES AND OTHER EXPENSES
The Borrower shall pay all reasonable fees and costs (including legal fees)
incurred by the Arrangers, the Agent and the Lenders for the negotiation,
drafting and signing of this First Amending Agreement and the documents
related hereto, the whole as contemplated by the provisions of Section
12.14 of the Credit Agreement.
7.2 CREDIT AGREEMENT
All of the provisions of the Credit Agreement which are not amended hereby
shall remain in full force and effect. In the event of any contradiction or
inconsistency between the provisions of the Credit Agreement and those of
this First Amending Agreement, the provisions of the latter shall prevail
to the extent of such contradiction or inconsistency.
7.3 APPLICABLE LAWS
This First Amending Agreement, its interpretation and its application shall
be governed by the Laws of the Province of Quebec and the federal Laws of
Canada applicable therein.
First Amending Agreement
Page 8.
7.4 ENTIRE AGREEMENT
The entire agreement between the parties is expressed herein, and no
variation or modification of its terms shall be valid unless expressed in
writing and signed by the parties. All previous agreements, promises,
proposals, representations, understandings and negotiations between the
parties hereto which relate in any way to the subject matter of this First
Amending Agreement are hereby deemed to be null, except to the extent
incorporated herein by reference and except for the provisions of these
documents that shall survive their termination.
7.5 COUNTERPARTS
This Agreement may be signed in any number of counterparts, each of which
shall be deemed to constitute an original, but all of the separate
counterparts shall constitute one single document.
7.6 LANGUAGE
The parties acknowledge that they have required that this First Amending
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 exige la
redaction en anglais de la presente convention ainsi que de tous documents
executes, xxxx xxxxxx et procedures judiciaires intentees, directement ou
indirectement, relativement ou a la suite de la presente convention.
7.7 FORMAL DATE
For the purposes of convenience, this First Amending Agreement may be
referred to as bearing the formal date of June 13, 2003 notwithstanding its
actual date of signature.
IN WITNESS WHEREOF THE PARTIES HERETO HAVE SIGNED THIS AGREEMENT ON THE DATE
AND AT THE PLACE FIRST HEREINABOVE MENTIONED.
CGI GROUP INC., AS BORROWER CANADIAN IMPERIAL BANK OF
COMMERCE, AS LENDER
Per: Per:
---------------------- ----------------------
Xxxxx X. Xxxxx
Director
Per: Per:
---------------------- ----------------------
Xxxxx Xxxxxxxxx
Executive Director
First Amending Agreement
Page 9.
THE TORONTO-DOMINION BANK, as CAISSE CENTRALE XXXXXXXXXX, as
Lender Lender
Per: Per:
------------------------ ------------------------
Per: Per:
------------------------ ------------------------
BANK OF MONTREAL, as Lender ROYAL BANK OF CANADA, as
Lender
Per: Per:
------------------------ ------------------------
Per: Per:
------------------------ ------------------------
UNITED OVERSEAS BANK LIMITED, as CAISSE DE DEPOT ET PLACEMENT
Lender DU QUEBEC, as Lender
Per: Per:
------------------------ ------------------------
Per: Per:
------------------------ ------------------------
NATIONAL BANK OF CANADA, as Lender SOCIETE GENERALE (CANADA), as
Lender
Per: Per:
------------------------ ------------------------
Per: Per:
------------------------ ------------------------
Address: Address:
0000 x'Xxxxxxxxx Xxxxxx 000 Xxxxx Xxxxxx, Xxxxx 0000
Xxxxx 000 Xxxxxx Plaza
Montreal, Quebec, H2G 2B3 Xxxxxxx, Xxxxxxx, X0X 0X0
Attention: Xxxxxxx Xxxxxxx Attention: Xxxxxxx Xxxxx
[TELEPHONE GRAPHIC] [TELEPHONE GRAPHIC]
Telephone: (000) 000-0000 Telephone: (000) 000-0000
[FAX GRAPHIC] [FAX GRAPHIC]
Fax: (000) 000-0000 Fax: (000) 000-0000
First Amending Agreement
Page 9.
THE TORONTO-DOMINION BANK, AS CAISSE CENTRALE XXXXXXXXXX, AS
LENDER LENDER
Per: Per:
------------------------- --------------------------
Per: Per:
------------------------- --------------------------
BANK OF MONTREAL, AS LENDER ROYAL BANK OF CANADA, AS
LENDER
Per: Per:
------------------------- --------------------------
Per: Per:
------------------------- --------------------------
UNITED OVERSEAS BANK LIMITED, AS CAISSE DE DEPOT ET PLACEMENT
LENDER DU QUEBEC, AS LENDER
Per: Per:
------------------------- --------------------------
Per: Per:
------------------------- --------------------------
NATIONAL BANK OF CANADA, AS LENDER SOCIETE GENERALE (CANADA), AS
LENDER
Per: Per:
------------------------- --------------------------
Per: Per:
------------------------- --------------------------
Address: Address:
0000 x'Xxxxxxxxx Xxxxxx 000 Xxxxx Xxxxxx, Xxxxx 0000
Xxxxx 000 Xxxxxx Plaza
Montreal, Quebec, H2G 2B3 Xxxxxxx, Xxxxxxx, X0X 0X0
Attention: Xxxxxxx Xxxxxxx Attention: Xxxxxxx Xxxxx
[TELEPHONE GRAPHIC] [TELEPHONE GRAPHIC]
Telephone: (000) 000-0000 Telephone: (000) 000-0000
[FAX GRAPHIC] [FAX GRAPHIC]
Fax: (000) 000-0000 Fax: (000) 000-0000
First Amending Agreement
Page 9.
THE TORONTO-DOMINION BANK, as Lender CAISSE CENTRALE XXXXXXXXXX,
as Lender
Per: Per:
------------------------------- ------------------------------
Per: Per:
------------------------------- ------------------------------
BANK OF MONTREAL, as Lender ROYAL BANK OF CANADA, as Lender
Per: Per:
------------------------------ ------------------------------
Per: Per:
------------------------------- ------------------------------
UNITED OVERSEAS BANK LIMITED, as CAISSE DE DEPOT ET PLACEMENT DU
Lender QUEBEC, as Lender
Per: Per:
------------------------------- ------------------------------
Per: Per:
------------------------------- ------------------------------
NATIONAL BANK OF CANADA, as Lender SOCIETE GENERALE (CANADA), as
Lender
Per: Per:
------------------------------- ------------------------------
Per: Per:
------------------------------- ------------------------------
Address: Address:
0000 x'Xxxxxxxxx Xxxxxx 000 Xxxxx Xxxxxx, Xxxxx 0000
Xxxxx 000 Xxxxxx Plaza
Montreal, Quebec, H2G 2B3 Xxxxxxx, Xxxxxxx, X0X 0X0
Attention: Xxxxxxx Xxxxxxx Attention: Xxxxxxx Xxxxx
[TELEPHONE GRAPHIC] [TELEPHONE GRAPHIC]
Telephone: (000) 000-0000 Telephone: (000) 000-0000
[FAX GRAPHIC] [FAX GRAPHIC]
Fax: (000) 000-0000 Fax: (000) 000-0000
First Amending Agreement
Page 9.
THE TORONTO-DOMINION BANK, as CAISSE CENTRALE XXXXXXXXXX, as
Lender Lender
Per: Per:
------------------------------ ----------------------------------
Per: Per:
------------------------------ ----------------------------------
BANK OF MONTREAL, as Lender ROYAL BANK OF CANADA, as
Lender
Per: Per:
------------------------------ ----------------------------------
Per: Per:
------------------------------ ----------------------------------
UNITED OVERSEAS BANK LIMITED, as CAISSE DEPOT ET PLACEMENT
Lender DU QUEBEC, as Lender
Per: Per:
------------------------------ ----------------------------------
Per: Per:
------------------------------ ----------------------------------
NATIONAL BANK OF CANADA, as Lender SOCIETE GENERALE (CANADA), as
Lender
Per: Per:
------------------------------ ----------------------------------
Per: Per:
------------------------------ ----------------------------------
Address: Address:
0000 x'Xxxxxxxxx Xxxxxx 000 Xxxxx Xxxxxx, Xxxxx 0000
Xxxxx 000 Xxxxxx Plaza
Montreal, Quebec, H2G 2B3 Xxxxxxx, Xxxxxxx, X0X 0X0
Attention: Xxxxxxx Xxxxxxx Attention: Xxxxxxx Xxxxx
[PHONE GRAPHIC] [PHONE GRAPHIC]
Telephone: (000) 000-0000 Telephone: (000) 000-0000
[FAX MACHINE GRAPHIC] [FAX MACHINE GRAPHIC]
Fax: (000) 000-0000 Fax: (000) 000-0000
-------------------------------------------------------------------------------
Xxxxxx Xxxxxxx LLP - Final
First Amending Agreement
Page 9.
THE TORONTO-DOMINION BANK, as CAISSE CENTRALE XXXXXXXXXX, as
Lender Lender
Per: Per:
------------------------------- -----------------------------
Per: Per:
------------------------------- -----------------------------
BANK OF MONTREAL, as Lender ROYAL BANK OF CANADA, as Lender
Per: Per:
------------------------------- -----------------------------
Per: Per:
------------------------------- -----------------------------
UNITED OVERSEAS BANK LIMITED, as CAISSE DE DEPOT ET PLACEMENT DU
Lender QUEBEC, as Lender
Per: Per:
------------------------------- -----------------------------
Per: Per:
------------------------------- -----------------------------
NATIONAL BANK OF CANADA, as Lender SOCIETE GENERALE (CANADA), as
Lender
Per: Per:
------------------------------- -----------------------------
Per: Per:
------------------------------- -----------------------------
Address: Address:
0000 x'Xxxxxxxxx Xxxxxx 000 Xxxxx Xxxxxx, Xxxxx 0000
Xxxxx 000 Xxxxxx Plaza
Montreal, Quebec, H2G 2B3 Xxxxxxx, Xxxxxxx, X0X 0X0
Attention: Xxxxxxx Xxxxxxx Attention: Xxxxxxx Xxxxx
[TELEPHONE GRAPHIC] [TELEPHONE GRAPHIC]
Telephone: (000) 000-0000 Telephone: (000) 000-0000
[FAX/PAPER GRAPHIC] [FAX/PAPER GRAPHIC]
Fax: (000) 000-0000 Fax: (000) 000-0000
INTERVENTION
La soussignee, Caisse de depot et placement du Quebec, intervient, par la
presente, a la premiere convention de modification (First Amending Agreement) de
la convention de credit intervenue le 12 novembre 2002 (la << CONVENTION DE
CREDIT >>) entre Groupe CGI Inc., a titre d'emprunteur (l'<< EMPRUNTEUR >>),
Banque Canadienne Imperiale de Commerce, La Banque Toronto-Dominion, Caisse
centrale Xxxxxxxxxx, Banque de Montreal, Banque Royale du Canada et United
Overseas Bank Limited, a titre de preteurs (les << PRETEURS >>), et Banque
Canadienne Imperiale de Commerce, a titre d'agent des Preteurs (l' << AGENT >>),
laquelle premiere convention de modification est intervenue le 28 mai 2003 (la
<< PREMIERE CONVENTION DE MODIFICATION >>) entre l'Emprunteur, les Preteurs,
Banque Nationale du Canada, Societe Generale (Canada) et l'Agent.
La soussignee declare, par la presente, avoir pris connaissance de la Premiere
convention de modification et en accepter toutes les modalites et conditions.
Plus particulierement, mais sans restreindre la generalite de ce qui precede,
la soussignee accepte :
1. les modifications aux paragraphes 2.1, 13.6 et 13.7 de la Convention
de credit, le tout tel que prevu dans la Premiere convention de
modification;
2. l'augmentation du Credit (selon le sens donne au terme << Credit >>
dans la Convention de credit) de 415 000 000 $ a 515 000 000
$ canadiens;
3. que Banque Nationale du Canada et Societe Generale (Canada) soient
ajoutees comme Preteurs (selon le sens donne au terme << Lenders >>
dans la Convention de credit); et
4. que l'annexe << A >> de la Convention de credit soit remplacee par
l'annexe l de la Premiere convention de modification.
La soussignee reconnait, de plus, etre liee par la Premiere convention de
modification tout comme si elle l'avait signee en tant que partie contractante.
SIGNEE LE 28 MAI 2003.
CAISSE DE DEPOT ET PLACEMENT
DU QUEBEC, a titre de Preteur
Par:
-------------------------
Par:
-------------------------
First Amending Agreement
Page 9.
THE TORONTO-DOMINION BANK, AS CAISSE CENTRALE XXXXXXXXXX, AS
LENDER LENDER
Per: Per:
------------------------- --------------------------
Per: Per:
------------------------- --------------------------
BANK OF MONTREAL, AS LENDER ROYAL BANK OF CANADA, AS
LENDER
Per: Per:
------------------------- --------------------------
Per: Per:
------------------------- --------------------------
UNITED OVERSEAS BANK LIMITED, AS CAISSE DE DEPOT ET PLACEMENT
LENDER DU QUEBEC, AS LENDER
Per: Per:
------------------------- --------------------------
Per: Per:
------------------------- --------------------------
NATIONAL BANK OF CANADA, AS LENDER SOCIETE GENERALE (CANADA), AS
LENDER
Per: Per:
------------------------- --------------------------
Per: Per:
------------------------- --------------------------
Address: Address:
1155 Metcalfe 000 Xxxxx Xxxxxx, Xxxxx 0000
0xx Xxxxx Xxxxxx Xxxxx
Xxxxxxxx, Xxxxxx, X0X 459 Xxxxxxx, Xxxxxxx, X0X 0X0
Attention: Xxxxxxx Xxxxxxx Attention: Xxxxxxx Xxxxx
[TELEPHONE GRAPHIC] [TELEPHONE GRAPHIC]
Telephone: (000) 000-0000 Telephone: (000) 000-0000
[FAX GRAPHIC] [FAX GRAPHIC]
Fax: (000) 000-0000 Fax: (000) 000-0000
First Amending Agreement
Page 9.
THE TORONTO-DOMINION BANK, AS CAISSE CENTRALE XXXXXXXXXX, AS
LENDER LENDER
Per: Per:
------------------------- -------------------------
Per: Per:
------------------------- -------------------------
BANK OF MONTREAL, AS LENDER ROYAL BANK OF CANADA, AS LENDER
Per: Per:
------------------------- -------------------------
Per: Per:
------------------------- -------------------------
UNITED OVERSEAS BANK LIMITED, AS CAISSE DE DEPOT ET PLACEMENT
LENDER DU QUEBEC, AS LENDER
Per: Per:
------------------------- -------------------------
Per: Per:
------------------------- -------------------------
NATIONAL BANK OF CANADA, AS LENDER SOCIETE GENERALE (CANADA), AS LENDER
Per: Per:
------------------------- -------------------------
Per: Per:
------------------------- -------------------------
Address: Address:
0000 x'Xxxxxxxxx Xxxxxx 000 Xxxxx Xxxxxx, Xxxxx 0000
Xxxxx 000 Xxxxxx Plaza
Montreal, Quebec, H2G 2B3 Xxxxxxx, Xxxxxxx, X0X 0X0
Attention: Xxxxxxx Xxxxxxx Attention: Xxxxxxx Xxxxx
[TELEPHONE GRAPHIC]Telephone: (000) 000-0000 [TELEPHONE GRAPHIC]Telephone: (000) 000-0000
[FAX MACHINE GRAPHIC]Fax: (000) 000-0000 [FAX MACHINE GRAPHIC]Fax: (000) 000-0000
First Amending Agreement
Page 10.
CANADIAN IMPERIAL BANK OF
COMMERCE, AS AGENT
Per:
--------------------------
Xxx Xxxxxx
Executive Director
Per:
--------------------------
Xxxxxx Xxxx
Director
Each of the undersigned acknowledges having taken cognizance of the provisions
of this First Amending Agreement and agrees that the Guarantee dated November
12, 2002 executed by it as well as any other Guarantees executed by it in
favour of the Lenders (A) remains enforceable against it in accordance with its
terms, (B) continues to guarantee all of the obligations of the Persons
specified in such Guarantee in connection with the Credit Agreement, as amended
by this First Amending Agreement, and (C) is, as of the date hereof, a legal,
valid and binding obligation of it, enforceable in accordance with its terms,
subject to such limitations and prohibitions of enforceability as may exist or
may be enacted in Laws relating to bankruptcy, insolvency, liquidation,
reorganization, moratorium or other Laws of general application affecting the
enforceability of creditors' rights.
Each of the undersigned furthermore reiterates all the representations,
warranties and covenants made by it in the Guarantee dated November 12, 2002 as
well as any other Guarantees executed by it in favour of the Lenders as if they
were recited herein at length.
DATED AS OF JUNE 13, 2003.
CGI INFORMATION SYSTEMS AND CGI GROUP (EUROPE) LIMITED
MANAGEMENT CONSULTANTS INC.
Per: Per:
--------------------- ---------------------
CDSL CANADA LIMITED CONSEILLERS EN GESTION ET
INFORMATIQUE C.G.I. INC.
Per: Per:
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CGI INFORMATION SYSTEMS & CENTRE DE SERVICES DE PAIE
MANAGEMENT CONSULTANTS, INC. CGI INC.
Per: Per:
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First Amending Agreement
Page 11.
CGI INFORMATION TECHNOLOGY THE CGI GROUP HOLDING CORP.
SERVICES, INC.
Per: Per:
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SCHEDULE 1
"SCHEDULE "A" -- LIST OF LENDERS AND COMMITMENTS
FACILITY A FACILITY B
LENDERS COMMITMENT COMMITMENT
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CANADIAN IMPERIAL BANK OF COMMERCE $ 28,900,000 $ 51,100,000
THE TORONTO-DOMINION BANK $ 27,100,000 $ 47,900,000
CAISSE CENTRALE XXXXXXXXXX $ 18,100,000 $ 31,900,000
BANK OF MONTREAL $ 18,100,000 $ 31,900,000
ROYAL BANK OF CANADA $ 18,100,000 $ 31,900,000
UNITED OVERSEAS BANK LIMITED $ 12,600,000 $ 22,400,000
CAISSE DE DEPOT ET PLACEMENT
DU QUEBEC $ 27,100,000 $ 47,900,000
NATIONAL BANK OF CANADA $ 18,100,000 $ 31,900,000
SOCIETE GENERALE (CANADA) $ 18,100,000 $ 31,900,000
TOTAL: $186,200,000 $328,800,000"
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Xxxxxx Xxxxxxx LLP - Final
