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EXHIBIT 3.14
[Translation]
[LOGO]
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CERTIFICATE OF AMENDMENT
COMPANIES ACT, PART 1A
(R.S.Q., C. C-38)
I hereby certify that the company
GROUPE DE DIVERTISSEMENT
SUPERCLUB INC.
amended its articles on JANUARY 16, 2004, under Part 1A
of the COMPANIES ACT, as indicated in the Articles of
Amendment attached hereto.
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FILED IN THE REGISTER ON JANUARY 16, 2004
[LOGO] UNDER REGISTRATION NUMBER 1140284176
[SIGNED] Inspector General of
Financial Institutions
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R630D16D71G41JA
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[Translation]
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Form 5
[LOGO] ARTICLES OF AMENDMENT
Companies Act, R.S.Q., c.
C-38
Part 1A
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1 Corporate name
GROUPE DE DIVERTISSEMENT SUPERCLUB INC.
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2 / / Application presented pursuant to Sections 123.140 and following of the Companies Act
3 The articles of the Company are amended as follows:
the authorized share capital of the Company, as constituted immediately before the filing of these articles of
amendment, is hereby amended
(i) by the creation of an unlimited number of Class "I" Shares, the rights, privileges, restrictions and conditions
of which are more fully described in Schedule 1 hereto, which forms an integral part hereof.
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4 Effective date, if different from filing 5 Corporate name (or designating number), prior to amendment,
date (see instructions) if
different from name appearing in item 1
N/A N/A
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If space is insufficient, attach an appendix in two (2) copies.
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Signature of (signed)
authorized director
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For departmental use only C-215 (Rev.05-95)
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SCHEDULE 1
TO THE ARTICLES OF AMENDMENT OF
GROUPE DE DIVERTISSEMENT SUPERCLUB INC.
CLASS "I" SHARES
The number of Class "I" Shares is unlimited; Class "I" Shares shall have no
par value and shall carry the following rights, privileges, conditions and
restrictions:
(1) DIVIDEND
Where the Company declares a dividend, the holders of Class "I" Shares shall
be entitled to receive up to and not exceeding the declared dividend, in
preference to the holders of any other class of shares of the Company,
including Class "A," Class "B," Class "E," Class "F," Class "G" and
Class "H" Shares, a cumulative preferential semi-annual dividend at the rate
of 11.25% per annum per share, calculated on the "Redemption Price" (as
defined in Section (6) below) of the Class "I" Shares.
All dividends declared on the Class "I" Shares shall be payable
semi-annually on a cumulative basis on the 20th day of the months of June
and December in each year, at such place as the directors of the Company may
determine from time to time, in cash or by certified cheque, bank draft or
wire transfer, provided that in respect of any payment of dividends
denominated in a currency other than Canadian, the applicable exchange rate
be that published by the Bank of Canada in effect on the date of payment.
The holders of Class "I" Shares shall be entitled to receive only the
aforementioned dividends. No dividends may be paid on any shares ranking
junior to the Class "I" Shares, unless all dividends that have become
payable on the Class "I" Shares have been paid or set aside for payment.
(2) LIQUIDATION OR WINDING-UP
In the event of the liquidation, winding-up, dissolution or reorganization
of the Company or any other distribution of its assets among its
shareholders for the purpose of winding up its affairs, whether voluntarily
or involuntarily, the holders of Class "I" Shares shall be entitled to
receive, in preference to the holders of any other class of shares of the
Company, an amount equal to the Redemption Price (as defined below) for each
Class "I" Share held and any accrued but unpaid dividends on such shares.
(3) VOTING RIGHT
The holders of Class "I" Shares shall not be entitled to receive notice of,
attend or vote at the meetings of shareholders of the Company, unless the
Company has failed to pay eight (8) semi-annual dividends on the Class "I"
Shares, whether or not consecutive. In that event and only so long as the
said dividends remain in arrears, the holders of Class "I" Shares shall be
entitled to receive notice of, attend and vote at the meetings of
shareholders of the Company, except meetings at which only the holders of
another specified series or class of shares are entitled to vote. At each
such meeting, each Class "I" Share shall entitle the holder thereof to one
(1) vote.
(4) RETRACTION RIGHT
Each holder of Class "I" Shares shall be entitled, at such holder's
discretion, upon prior written notice of not less than one (1) business day
to the Company, to require the Company to redeem all or part of such
holder's Class "I" Shares for an aggregate amount equal to the Redemption
Price (as defined below) and any accrued but unpaid dividends on such
shares, payable, subject to the provisions of the Act in this regard, upon
presentation and surrender by such holder of Class "I" Shares of the
certificates representing such number of Class "I" Shares to be redeemed
(the date on which such presentation and surrender occur being the
"Retraction Date"). As of the Retraction Date, the Class "I" Shares shall be
considered redeemed, and the Company shall pay to such holder of Class "I"
Shares the Redemption Price (as defined below) and any accrued but unpaid
dividends on such shares, in the manner described in Section (6). In the
event the Company is unable to pay the Redemption Price of the Class "I"
Shares on the Retraction Date, it shall forthwith give the holder of
Class "I" Shares written notice thereof.
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(5) REDEMPTION RIGHT
The Company shall be entitled, at its discretion, subject to the provisions
of the Act in this regard, to redeem at any time all or from time to time
part of the Class "I" Shares then outstanding upon giving notice as
hereinafter provided, on payment to the holders of the Class "I" Shares of
an aggregate amount equal to the Redemption Price (as defined below) and any
accrued but unpaid dividends on such Class "I" Shares being redeemed. In the
case of partial redemption, the Class "I" Shares to be redeemed shall be
selected PRO RATA among the holders of all Class "I" Shares then
outstanding, except that, with the consent of all the holders of Class "I"
Shares, the shares to be redeemed may be selected in any other manner.
The Company shall, at least one (1) business day prior to the date fixed for
redemption (the "Redemption Date"), give written notice, to each then
registered holder of Class "I" Shares, of the Company's intention to redeem
such shares. Such notice shall set out the date and the place at which the
redemption is to take place and where payment is to occur and, in the case
of partial redemption, the number of shares to be redeemed from each such
holder of Class "I" Shares. If notice of redemption is given as aforesaid
and an amount sufficient to redeem the Class "I" Shares called for
redemption is deposited with the Company's bankers or at any other place or
places specified in the notice, on or before the Redemption Date, the
holders of Class "I" Shares shall, after the Redemption Date, have no right
in or against the Company, except the right to receive payment of the
Redemption Price (as defined below) and any accrued but unpaid dividends on
such Class "I" Shares being redeemed, in the manner described in
Section (6), upon presentation and surrender of the certificates
representing such number of shares to be redeemed.
(6) REDEMPTION PRICE
The Redemption Price of the Class "I" Shares shall be an amount equal to
$1,000 per Class "I" Share being redeemed. The Redemption Price may be paid
in cash, or by certified cheque, bank draft or wire transfer, or by the
delivery of assets having equivalent value, provided that in respect of any
such payment denominated in a currency other than Canadian, for the purposes
of this Section (6), the applicable exchange rate shall be that published by
the Bank of Canada in effect on the date of payment.
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