ARCHIVED - Decision CRTC 2001-755

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Decision CRTC 2001-755

Ottawa, 13 December 2001

Félix Duval, Esquire
Ogilvy Renault S.E.N.C.
1981 McGill College Avenue
Montréal, Quebec
H3A 3C1

Dear Mr. Duval:

Subject: Application number 2001-1394-4 - Approved
Trust arrangement: Authority to amend the trust arrangement for TQS inc. shares held in trust by Pierre Hébert on behalf of Quebecor inc.

The Commission approves, in part, the application to amend the voting trust arrangement for all TQS inc. (TQS) shares held by in trust by Pierre Hébert.

The Commission notes that this amendment will allow Quebecor inc. to contact the trustee and some TQS management members to obtain the information required by Quebecor inc. to enable it to accurately provide the representations and warranties set out in the share purchase agreement. In this context, the Commission accepts that the trust arrangement be amended to add the following to the end of provision 8(b) of the purchase agreement:

"Moreover, notwithstanding any other provision herein, Quebecor may, before or after signing the share purchase agreement, in its final version, but before the close of the transaction set out in the share purchase agreement, occasionally contact the trustee to obtain from the trustee or director or member of the management of TQS or of its subsidiaries, any information, whether confidential or not, relating to TQS business and required by Quebecor to provide it with reasonable assurance of the accuracy of the representations and warranties contained in the share purchase agreement. For the purposes of provision 8(b), Quebecor may also request, through the trustee, that directors and managers of TQS and its subsidiaries take part in one or several meetings held by Quebecor, along with the trustee, to answer questions Quebecor may have

relating solely to the aforementioned. The purpose of provision 8(b) is not to adversely affect or relieve Quebecor in any way of its obligations relating to confidentiality and withholding and non disclosure of confidential information regarding TQS and its subsidiaries contained in the agreement, in the order or in the share purchase agreement."

A copy of this letter shall be attached to licenses currently in effect issued to TQS and its subsidiaries.

Yours sincerely,

Ursula Menke
Secretary General

c.c.: Pierre Hébert, Trustee
René Guimond, President, TQS inc.

Date Modified: 2001-12-13

Date modified: