Exhibit 99.2
Suite 1500 Maritime Life Tower
P.O. Box 114 T D Centre
Toronto, Ontario M5K 1G8
Tel (416) 367-7967
Fax (416) 367-7943
November 22, 2002
Cabletel Communications Corp.
230 TRAVAIL ROAD
MARKHAM, ONTARIO
L3S 3J1
By Fax: (905) 475 9571 (3 pages)
ATTN: MR. RON EILATH, C.A., C.P.A. (EVP AND CFO)
Dear Sirs:
RE: AMENDMENT #1 TO CREDIT AGREEMENT DATED MAY 13, 2002
LaSalle Business Credit, a division of ABN AMRO Bank N.V., Canada Branch
("LaSalle") wishes to advise of the following amendments to the Credit Agreement
between Cabletel Communications Corp. and LaSalle, dated May 13, 2002 (the
"Credit Agreement").
1. Paragraph (xv) of the definition of "Eligible Account" in Section 1(a) of
the Credit Agreement is deleted and replaced with the following:
(xv) it is not an Account which, when added to a particular Account
Debtor's other indebtedness to the Borrower or the Guarantor,
exceeds (A) in the case of Rogers Cable Inc., Shaw Communications
Inc., Cogeco Cable Inc., Videotron Ltee/Le Group Videotron Ltee and
Persona Inc., twenty percent (20%); (B) in the case of Bragg
Communications Inc., thirty percent (30%); and (C) in the case of
any other Account Debtor, ten percent (10%), of the aggregate of
the Borrower's and the Guarantor's Accounts, provided that Accounts
excluded from Eligible Accounts solely by reason of this
SUBPARAGRAPH (XV) shall be Eligible Accounts to the extent of such
limit; and
2. In the definition of "Eligible Account" in Section 1(a) of the Credit
Agreement, paragraph (xvi) is renumbered as (xvii)
3. The following paragraph (xvi) is inserted, in the applicable order, in the
definition of "Eligible Account" in Section 1(a) of the Credit Agreement:
(xvi) in the case of Bragg Communications Inc., the portion of the
Account that is in excess of thirty percent of the aggregate of the
Borrower's and Guarantor's Accounts (the "Excess"), but such Excess
to be no more than ten percent (10%) during November, 2002, and no
more than five percent (5%) during December, 2002, of the aggregate
of the Borrower's and Guarantor's Accounts; and
4. Paragraph 3(a) of the Credit Agreement is amended by adding, at the end of
the second sentence thereof, after the word "respectively", the phrase
"provided that, in addition to the foregoing, the portion of the Revolving
Loans that equals the portion of the Borrowing Base arising from paragraph
(xvi) of the definition of Eligible Account shall bear additional interest
at a rate of two percent (2.0%) per annum".
5. Effective September 29, 2002, section 10(o)(iv) of the Credit Agreement is
deleted and replaced with the following:
(iv) Debt Service Coverage. The Borrower shall maintain a ratio of (A)
net income after taxes (excluding any after-tax gains or losses on
the sale of assets and excluding other after-tax extraordinary
gains or losses) plus non-cash income tax expense, plus
depreciation and amortization and minus Capital Expenditures which
have not been financed, to (B) the principal payments of long term
debt (including capital leases and subordinated debt) paid or
payable, of not less than (A) in its fiscal year ending December
31, 2002, 1.00 to 1.00 (except for the fiscal quarter ending
September 30, 2002 when it shall be 0.95 to 1.00), and (B)
thereafter, 1.25 to 1.00, measured at each Fiscal Quarter End,
commencing on the date of this Agreement, on a fiscal year to date
basis during the fiscal year ending December 31, 2002, and a
consolidated rolling four quarter basis thereafter.
The Borrower agrees to pay a fee of Twenty Thousand Canadian Dollars
(CAD$20,000) upon acceptance of this letter.
The amendments referenced herein constitute amendments of the specific subject
matter, effective as at the date of this letter or as otherwise specified
herein, only and, except as set forth above, shall in no way modify or alter the
Credit Agreement or the "Other Agreements" (as referred to in the Credit
Agreement), all of which remain in full force and effect, unamended.
Please execute and return the Acknowledgement and Agreement section below by
November 25, 2002. Please fax an executed copy to (416) 367 7943 with an
original by overnight courier.
Yours very truly,
Darcy Mack Keith Hughes
Vice President Senior Vice President
ACKNOWLEDGEMENT AND AGREEMENT
The Amendments referenced in this Amendment #1 to Credit Agreement dated May 13,
2002, dated November 22, 2002 are acknowledged and agreed to as of the _____ day
of _______________, 2002 by:
Cabletel Communications Corp. Stirling Connectors U.S.A., Inc.
Per: __________________________ Per: ___________________________
Name: Name:
Title: Title: