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Exhibit 4.16  


 
 

INTER-CREDITOR AGREEMENT    
    


        THIS AGREEMENT made as of June 29, 2001. 



	BETWEEN:	 	ROYAL BANK OF CANADA, a bank chartered under the laws of Canada, for itself and as administrative agent for the Lenders under the VL Credit Agreement
	

 	
 	

(hereinafter referred to as "RBC" or the "Agent")
	

 	
 	
OF THE FIRST PART,
	

 	
 	

—and—
	

 	
 	
THE CHASE MANHATTAN BANK, a New York banking corporation, as the trustee under the Trust Indenture
	

 	
 	

(hereinafter referred to as the "Trustee")
	

 	
 	
OF THE SECOND PART,
	

 	
 	

—and—
	

 	
 	
CF CABLE TV INC., a corporation continued under the laws of British Columbia
	

 	
 	

(hereinafter referred to as the "Corporation")
	

 	
 	
OF THE THIRD PART,
	

 	
 	

—and—
	

 	
 	
VIDÉOTRON (RICHELIEU) LTÉE, a corporation incorporated under the laws of Quebec
	

 	
 	

(hereinafter referred to as "Richelieu")
	

 	
 	
OF THE FOURTH PART,
	

 	
 	

—and—









	 	 	VIDÉOTRON (LAURENTIEN) LTÉE/VIDEOTRON (LAURENTIAN) LTD., a corporation incorporated under the laws of Canada
	

 	
 	

(hereinafter referred to as "Laurentien")
	

 	
 	
OF THE FIFTH PART,
	

 	
 	

—and—
	

 	
 	
VIDÉOTRON (GRANBY) INC., a corporation incorporated under the laws of Canada
	

 	
 	

(hereinafter referred to as "Granby")
	

 	
 	
OF THE SIXTH PART,
	

 	
 	

—and—
	

 	
 	
TDM NEWCO INC., a corporation incorporated under the laws of Canada
	

 	
 	

(hereinafter referred to as "TDM")
	

 	
 	
OF THE SEVENTH PART,
	

 	
 	

—and—
	

 	
 	
VIDÉOTRON (RDL) LTÉE, a corporation incorporated under the laws of Quebec
	

 	
 	

(hereinafter referred to as "RDL")
	

 	
 	
OF THE EIGHTH PART,
	

 	
 	

—and—
	

 	
 	
TÉLÉ-CÂBLE CHARLEVOIX (1977) INC., a corporation incorporated under the laws of Quebec
	

 	
 	

(hereinafter referred to as "Charlevoix")
	

 	
 	
OF THE NINTH PART.








RECITALS:  


	A.
	The
Corporation intends to incur First Priority Debt and Second Priority Debt in the form of Bank Liabilities pursuant to the VL Credit Agreement.



	B.
	To
secure the Bank Liabilities, the Corporation and the Guarantors intend to grant security to the Agent over their property and assets pursuant to the Bank Security.



	C.
	The
Corporation has incurred First Priority Debt in the form of Senior Secured First Priority Notes pursuant to the Trust Indenture.



	D.
	To
secure the Note Indebtedness, the Corporation and the Guarantors have granted security to the Trustee over their property and assets pursuant to the Note Security.



	E.
	The
parties hereto have agreed to enter into this Agreement to establish the relative priority of the Note Security and the Bank Security.



	F.
	The
Trustee has full authority to execute this Agreement on behalf of the holders of the Notes. 



        NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the premises and for other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged by each party, the parties hereto agree as follows: 


 
 

ARTICLE 1
  
    INTERPRETATION    
    


1.1.  Definitions  


For
the purposes of this Agreement: 


"Agreement" means this agreement and all schedules attached to this Agreement, in each case as they may be amended or supplemented from time to time,
and the expressions "hereof", "herein", "hereto", "hereunder", "hereby" and similar expressions refer to this Agreement as a whole and not to any particular article, section, schedule or other portion
hereof; 






"Bank Liabilities" means all amounts due or to become due by the Corporation or any Guarantor with respect to Permitted Bank Debt, including without
limitation, interest and fees thereon and all other monies payable thereunder and under the Bank Security in favour of the Lenders or that may be owing to the Agent or a Lender in respect thereof, all
amounts due or to become due pursuant to the entering into of any Derivative Instrument (as defined in the VL Credit Agreement) and all exposure of any Lenders for cash management products made
available to the Corporation and the Guarantors and the due and punctual performance by the Corporation of all obligations on its part to be performed under the VL Credit Agreement; 


"Bank Security" means each and every security referred to in Article 9 of the VL Credit Agreement and includes all contracts and documents
pursuant to which said security is now or hereafter granted or which are accessory to the granting of same and includes, without limitation, the security documents listed in Schedule "A"
hereto; 


"Business Day" means any day which is not a Saturday or a Sunday or a civic or statutory holiday in the cities of Montreal, Quebec, Toronto, Ontario or
New York, New York; 


"Civil Code" means the Civil Code of Quebec and any law or statute substituted therefor, as amended from time to time; 


"Demand" means any notification by a Secured Party to the Corporation or any Guarantor given in accordance with the terms of the instrument governing
the First Priority Debt or the Second Priority Debt declaring that any First Priority Debt or Second Priority Debt held by it is immediately due and payable prior to its stated maturity or that such
Secured Party has not been paid all principal in full at its stated maturity, provided that any automatic acceleration of First Priority Debt or Second Priority Debt shall be deemed to constitute a
Demand; 


"Event of Default" means any of the events of default specified in any contract or document relating to First Priority Debt, including the Trust
Indenture and the VL Credit Agreement, or any contract or document relating to Second Priority Debt, including the VL Credit Agreement, automatically accelerating or entitling the applicable Secured
Party to demand or accelerate payment of the First Priority Debt or the Second Priority Debt, as the case may be; 


"First Priority Debt" means (A) the Notes and any other Debt (as defined in the Trust Indenture) of the Corporation and the Guarantors,
(B) the Bank Liabilities to the extent they constitute First Priority Debt pursuant to the terms thereof and the Indenture Covenants and (C) any other debt of the Corporation or any
Guarantor provided that (i) such debt is designated in the instrument governing the same as 






"First
Priority Debt" for the purposes of this Agreement; (ii) such debt is secured pursuant to security documents in form and substance substantially similar to those listed in
Schedule "A" or "B"; (iii) such debt is incurred in compliance with the Indenture Covenants and the VL Credit Agreement; (iv) such compliance with the Indenture Covenants
and the VL Credit Agreement is evidenced by certificates issued by the Corporation on a quarterly basis or as required by the Indenture or reasonably required by the Trustee and the Agent; and
(v) the creditor of such debt or an agent or representative thereof enters into an agreement (which may be executed in counterparts) with all then existing Secured Parties, the Corporation and
the Guarantors agreeing to be bound by the provisions hereof; 


"First Ranking Security" means (i) the Note Security, (ii) the Bank Security to the extent it secures First Priority Debt and
(iii) each and every security now or hereafter granted in respect of all other First Priority Debt and includes all contracts and documents pursuant to which such security is now or hereafter
granted or which are accessory to the granting of same; 


"Guarantors" means Richelieu, Laurentien, Granby, TDM, RDL, Charlevoix and any other Borrower's Subsidiary (as defined in the VL Credit Agreement) or
Restricted Subsidiary (as defined in the Trust Indenture) which guarantees the obligations of the Corporation relating to First Priority Debt or Second Priority Debt; 


"Indenture Covenants" means the covenants relating to Limitation on Debt, Limitation on First Priority Debt, Limitation on Indebtedness Junior to First
Priority Debt and Senior to Second Priority Debt and Limitation on Debt and Issuances of Guarantees of Debt by Restricted Subsidiaries and related definitions presently set forth in the Trust
Indenture; 


"Lenders" means the financial institutions identified as in the VL Credit Agreement and any other financial institutions which from time to time become
parties to the VL Credit Agreement; 


"Lien" means any mortgage, lien, pledge, assignment, charge, security interest, lease intended as security, rights reserved in any governmental body,
registered lease of real property, hypothec, prior claim, levy, execution, seizure, attachment, garnishment or other similar encumbrance and includes any contractual restriction which, if contravened,
may give rise to an encumbrance; 


"Notes" means the Senior Secured First Priority Notes and any other series of notes from time to time issued pursuant to the Trust Indenture; 


"Noteholders" means the registered holders from time to time of Notes; 






"Note Indebtedness" means the principal amount of all indebtedness and liabilities, present and future, of the Corporation to the holders of Notes or
the Trustee pursuant to the Notes or the Trust Indenture, together with all interest, fees, premium if any, costs, charges, expenses and other amounts payable thereon or in respect thereof; 


"Note Security" means each and every security referred to in Article Twelve of the Trust Indenture and includes all contracts and documents pursuant to
which said security is now or hereafter granted or which are accessory to the granting of same and includes, without limitation, the security documents listed in Schedule "B" hereto; 


"Permitted Bank Debt" means debt of the Corporation under the VL Credit Agreement and the liability of any Guarantor, pursuant to any guarantee given in
connection with the VL Credit Agreement or refinancings, amendments or refundings of the VL Credit Agreement, in an aggregate principal amount at any one time outstanding not to exceed
Cdn.$1,450,000,000, less, in the case of any such debt which has a specified schedule of repayments ("Term Debt"), the amount of any mandatory or optional repayments actually made in respect of any
such debt and less, in the case of any such debt which provides that such debt may be repaid and then reborrowed ("Revolving Debt"), the amount by which the Lenders' aggregate commitment thereunder
has been permanently reduced (excluding such repayments and commitment reductions which occur substantially contemporaneously with a refinancing, amendment or refunding thereof); provided, however,
that no such refinancing, amendment or refunding shall (A) increase the aggregate principal amount of such debt permitted under this definition immediately prior to the time of such
refinancing, amendment or refunding or (B)(I) shorten the then aggregate average weighted maturity of such outstanding debt permitted under this definition at the time of such refinancing, amendment
or refunding to the extent that such debt is Term Debt and (II) shorten the final maturity or shorten the then aggregate average weighted maturity of the outstanding commitments of such debt permitted
under this definition at the time of such refinancing, amendment or refunding to the extent that such debt is Revolving Debt; 


"Person" means any individual, partnership, limited partnership, limited liability company, joint venture, syndicate, sole proprietorship, company or
corporation with or without share capital, unincorporated association, trust, trustee, executor, administrator or other legal personal representative or governmental body; 



"PPSA" means the Personal Property Security Act (Ontario), and any Act substituted therefor, as amended
from time to time; 


"Realization Proceeds" has the meaning assigned thereto in section 6.1 hereof; 






"Receiver" means any receiver, manager, receiver-manager or other Person having similar powers or authority appointed by a Secured Party or
by a court at the instance of a Secured Party for the purpose of enforcing the Liens or realizing on any property and assets of the Corporation or any Guarantor subject thereto; 


"Second Priority Debt" means (A) the Bank Liabilities to the extent they constitute Second Priority Debt pursuant to the terms thereof and the
Indenture Covenants and (B) any other Debt (as defined in the Trust Indenture) of the Corporation or any Guarantor provided that (i) such Debt is designated in the instrument governing
the same as "Second Priority Debt" for the purposes of this Agreement; (ii) such Debt is secured pursuant to security documents in form and substance substantially similar to those listed in
Schedule "A"; (iii) such Debt is incurred in compliance with the Indenture Covenants and the VL Credit Agreement; (iv) such compliance with the Indenture Covenants and the VL
Credit Agreement is evidenced by certificates issued by the Corporation on a quarterly basis or as required by the Indenture or reasonably required by the Trustee and the Agent; and (v) the
creditor of such Debt or an agent or representative thereof enters into an agreement (which may be executed in counterparts) with all then existing Secured Parties, the Corporation and the Guarantors
agreeing to be bound by the provisions hereof; 


"Second Ranking Security" means (i) the Bank Security to the extent it secures Second Priority Debt and (ii) each and every security now
or hereafter granted in respect of all other Second Priority Debt and includes all contracts and documents to which said security is now or hereafter granted or which are accessory to the granting of
same; 


"Secured Parties" means the Agent for itself and as agent for the Lenders under the VL Credit Agreement, the Trustee for itself and on behalf of the
Noteholders under the Trust Indenture and any other creditor of First Priority Debt or Second Priority Debt or agent or representative thereof and their respective successors and permitted assigns; 


"Senior Secured First Priority Notes" means the aggregate of US$100,000,000 of 12 year notes of the Corporation designated as
91/8% Senior Secured First Priority Notes due 2007 and issued pursuant to the Trust Indenture; 


"Trust Indenture" means the trust indenture dated as of July 11, 1995 among the Corporation, the Guarantors party thereto and the Trustee
providing for the issuance of Notes as such indenture may be amended, restated, supplemented or otherwise modified from time to time; 


"VL Credit Agreement" means the credit agreement dated as of November 28, 2000 between the Corporation, the Agent and the Lenders party thereto
whereby 







the
Lenders established certain credit facilities in an aggregate amount of up to $1,450,000,000 in favour of the Corporation, as such agreement may be amended, restated, supplemented or otherwise
modified from time to time. 


1.2.  Gender and Number  


Words
importing the singular include the plural and vice versa and words importing gender include all genders. 



1.3.  Headings, etc.  


The
division of this Agreement into articles, sections and subsections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of
this Agreement. 


1.4.  Governing Law  


This
Agreement shall be governed by and construed in accordance with the laws of the Province of Quebec and the laws of Canada applicable therein. 



1.5.  Invalidity, etc.  


Each
of the provisions contained in this Agreement is distinct and severable and a declaration of invalidity, illegality or unenforceability of any such provision or part thereof by a court of
competent jurisdiction shall not affect the validity or enforceability of any other provisions of this Agreement. 


1.6.  Currency  



Unless
otherwise expressly stated, all monetary amounts in this Agreement are stated in Canadian dollars. 





 
 

ARTICLE 2
  
    PRIORITIES    
    


2.1.  Ranking  



The
Secured Parties agree that, except as otherwise expressly provided herein, the First Ranking Security, to the extent of the First Priority Debt, including the Notes and the Bank Liabilities, shall
rank in all respects prior to the Second Ranking Security. 


2.2.  Application of Agreement  


Except
as otherwise expressly provided in this Agreement, the priorities and rights and obligations of the Secured Parties set out herein shall apply in all events and circumstances regardless of: 



	(a)
	the
time of execution or delivery of any of the Notes, the Trust Indenture, the VL Credit Agreement, the First Ranking Security and the Second Ranking Security;



	(b)
	the
time of the advance of any funds which constitute First Priority Debt or Second Priority Debt or the time of attachment, registration, filing, recording or perfection of any Lien
constituted by the First Ranking Security or the Second Ranking Security;



	(c)
	the
time the First Priority Debt or Second Priority Debt are incurred or become due (whether at their stated maturity, by acceleration or otherwise);



	(d)
	the
time of commencement of any proceedings to enforce the First Priority Debt, the Second Priority Debt, the First Ranking Security or the Second Ranking Security or the time any
order or judgement in respect thereof is made or entered or the time any execution is obtained or registered or any other proceeding is commenced or completed;



	(e)
	the
time the holders of First Ranking Security or Second Ranking Security or any Receiver on their behalf takes possession or realizes upon any property and assets pursuant to the
First Ranking Security 












or
Second Ranking Security or the nature of the remedies available or exercised pursuant to the First Ranking Security or the Second Ranking Security; 



	(f)
	any
priority granted by any principle of law or any statute, including the Civil Code and the PPSA; and



	(g)
	any
other factor of legal relevance, other than this Agreement, establishing the priority or relative rights of enforcement of the Liens constituted by the First Ranking Security and
Second Ranking Security. 




2.3.  Insurance Proceeds  


Any
insurance proceeds received by the Corporation, any Guarantor or any Secured Party after an initial Demand in respect of the property and assets charged by the First Ranking Security or the Second
Ranking Security shall be dealt with according to the provisions hereof as though such insurance proceeds were paid or payable as Realization Proceeds of the property and assets for which they
compensate. 


 
 

ARTICLE 3
  
    OTHER AGREEMENTS OF THE PARTIES    
    


3.1.  Payment of Indebtedness  


Nothing
contained herein shall affect the rights of any Secured Party to receive or of the Corporation or any of the Guarantors to make payments, repayments or prepayments of principal, premium, if
any, interest and other amounts owing to (i) the holders of First Ranking Security in respect of First Priority Debt or (ii) the holders of Second Ranking Security in respect of Second
Priority Debt, provided, in the case of any prepayment, that such prepayment would not result in, or with the making of any determination or the giving of any notice be capable of becoming, an Event
of Default under the First Priority Debt or Second Priority Debt, as the case may be. 


3.2.  Additional Security  


The
provisions of this Agreement shall apply mutatis mutandis to any Liens obtained by any Secured Party as security for First Priority Debt or Second Priority 







Debt
after the date hereof. In the event that any Secured Party obtains any Liens as security for First Priority Debt or Second Priority Debt, as the case may be, after the date hereof, such Liens
must also be granted to all other Secured Parties as First Priority Security for their First Priority Debt or Second Priority Security for their Second Priority Debt, as the case may be. 


3.3.  No Challenge to Security  



No
Secured Party will assert in any action, suit or proceeding whatsoever the invalidity, unenforceability or ineffectiveness of the security held by any other Secured Party or participate in or
cooperate with any other party to pursue any such action, suit or proceeding. 


3.4.  Invalidity of Security  


The
provisions of articles 3 and 6 hereof shall not apply to First Priority Debt or Second Priority Debt to the extent that First Ranking Security or Second Ranking Security securing
such First Priority Debt and Second Priority Debt, or any part thereof, is determined to be unenforceable, invalid, unregistered or unperfected as against a third party by a trustee in bankruptcy or
court of competent jurisdiction by reason of the failure of the holder of such First Ranking Security or Second Ranking Security to register, file or record, or to renew or continue to maintain, all
necessary registrations, filings and recordings of the First Ranking Security or Second Ranking Security or for any other reason. 


 
 

ARTICLE 4
  
    DEMAND AND REALIZATION    
    



4.1.  Notice of Event of Default  


The
Corporation shall give to each Secured Party and each Secured Party shall give to each other Secured Party, so long as any indebtedness to such Secured Party remains outstanding, prompt notice in
writing of any Event of Default under either First Priority Debt or Second Priority Debt (in the case of notice by a Secured Party, of which such Secured Party is aware), specifying in reasonable
detail the nature of such Event of Default. Notwithstanding the foregoing, the failure by any Secured Party to give notice as required hereunder shall not prejudice its rights under its First Priority
Debt or Second Priority Debt. 








4.2.  Notice of Demand  


If
a Demand is made, the Secured Party making such Demand or which first becomes aware of such Demand in the case of an automatic acceleration shall forthwith deliver written notice thereof to each
other Secured Party. 


4.3.  Realization Procedure  


The
Secured Parties acknowledge and agree that, with respect to the enforcement of their security, they will act in a commercially reasonable manner. Following a Demand, should any Secured Party (the
"Electing Party") elect to exercise or permit a Receiver to exercise taking in payment (within the meaning of Articles 2778 and 2783 of the Civil Code) it shall, prior to exercising such
remedy and prior to the filing of any notice as required by law in connection therewith, give to the other Secured Parties written notice of at least 30 days. Furthermore, should the Electing
Party exercise or permit a Receiver to exercise taking in payment (within the meaning of Articles 2778 to 2783 of the Civil Code), any other Secured Party shall have the option, to be
exercised by notice in writing to the Electing Party within 30 days from such other Secured Party's receipt of notice, to oblige the Electing Party to proceed instead by sale under judicial
authority (within the meaning of Articles 2791 to 2794 of the Civil Code), in which case the other Secured Parties shall not be obliged to furnish any security as required by
Article 2779 of the Civil Code. Should any Secured Party decide to appoint a Receiver in connection with the enforcement of its security it will appoint one from the list attached as
Schedule "C" hereto and any such Receiver shall be obliged to act in accordance with the provisions of this Agreement. The holder of any Second Priority Debt (other than the Agent, if
the Agent simultaneously commences enforcement proceedings under any First Priority Debt or exercises any of its rights under its First Priority Debt) shall not commence enforcement proceedings
thereunder or exercise any of its rights under its Second Ranking Security without prior written notice of 30 days to the holders of First Priority Debt. 


 
 

ARTICLE 5
  
    PROCEEDS OF REALIZATION    
    


5.1.  Distribution of Proceeds of Realization  


Any
monies and proceeds received by a Secured Party in respect of First Priority Debt or Second Priority Debt after a Demand has been made, or prior thereto in accordance with section 6.2,
including without limitation pursuant to any realization on or enforcement of First Ranking Security or Second Ranking Security 






(collectively,
including the proceeds contemplated in sections 6.2 and 6.4, the "Realization Proceeds"), shall be applied first towards the costs and expenses of the holder of First
Ranking Security incurring same and thereafter shared by the holders of First Priority Debt and Second Priority Debt in the following order and in the manner set forth below: 



	(a)
	firstly,
shared rateably by the holders of First Priority Debt in proportion to the amounts owing to them on account thereof until such time as all such indebtedness has been paid in
full;



	(b)
	secondly,
shared rateably by the holders of Second Priority Debt in proportion to the amounts owing to them on account thereof until such indebtedness has been paid in full; 




and
the balance of the Realization Proceeds (if any) shall be paid to the Corporation, the applicable Guarantor or to such other Person as may be required by law. 



5.2.  Realization Proceeds Defined  


For
the purpose of this Agreement, the term "Realization Proceeds" shall include any proceeds or other benefits arising by reason of the exercise of the right of setoff, counterclaim, recoupment or
the combination of accounts, received by any Secured Party after the initial Demand. Nothing in this section 6.2 shall constitute a waiver of any rights any Secured Party has in respect of such
repayments under applicable bankruptcy, insolvency, preferences or other legislation. 



5.3.  Payment of Excess Proceeds  


To
the extent that any Secured Party receives Realization Proceeds in excess of the portion thereof to which such party is entitled pursuant to the provisions of sections 6.1, 6.2 and 6.4, such party
shall receive such excess portion of the Realization Proceeds in trust and shall forthwith pay such excess portion of the Realization Proceeds received by it to the other Secured Parties in accordance
with the provisions of this Agreement. 


5.4.  Distributions on Insolvency  


In
the event of any payment or distribution of assets of the Corporation or any Guarantor upon or under any dissolution, winding-up, liquidation or scheme or arrangement (or reorganization
equivalent thereto) or any insolvency, receivership or bankruptcy proceedings of the Corporation or such Guarantor, whether pursuant 






to
the Companies' Creditors Arrangement Act (Canada), the Bankruptcy and Insolvency Act (Canada), the  Winding-Up Act, a reorganization or arrangement involving relief of debt under the Canada Business Corporations
Act or the corporations statute of any province of Canada or any bankruptcy, insolvency or analogous law of Canada or of any province thereof, or any assignment for the benefit
of creditors, any such payment or distribution of assets shall be treated for all purposes of this article 6 as Realization Proceeds and shall be allocated amongst the Secured Parties in
accordance with the provisions of sections 6.1, 6.2 and 6.3. 


5.5.  Accounting  



Any
Secured Party receiving payments, distributions, funds or proceeds contemplated under this article 6, including any Realization Proceeds, shall provide an accounting to the other Secured
Parties in connection therewith. 


5.6.  Exchange Rate  


For
the purposes of determining at any time the amount owing to a Person under this Agreement which is payable in a currency other than Canadian dollars, such amount shall be converted to Canadian
currency at the noon (Toronto time) rate of exchange quoted on the date of payment by The Toronto-Dominion Bank for the purchase of such currency with Canadian dollars. 


 
 

ARTICLE 6
  
    AGREEMENTS OF THE CORPORATION    
    


6.1.  Agreements of the Corporation and the Guarantors  


The
Corporation and the Guarantors hereby acknowledge, consent and agree to the terms of this Agreement and hereby covenant and agree with the Secured Parties that: 



	(a)
	to
the extent a Secured Party (a "Payor") receives any monies, by realization on First Ranking Security, Second Ranking Security or otherwise, which it is required to pay over in
whole or in part to other Secured Parties pursuant to the terms of this Agreement, the indebtedness of the Corporation or any Guarantor to the Payor shall not be reduced and discharged; and 









	(b)
	so
long as any of the indebtedness of the Corporation and the Guarantors herein referred to remains outstanding, they agree to be bound by, and will act in accordance with, all of the
provisions of this Agreement, to the extent permitted by law and to the extent such matter is within their control. 



 
 

ARTICLE 7
  
    GENERAL    
    



7.1.  Assignment and Additional Parties  


No
assignment, participation or disposition by a holder of First Priority Debt (or an agent or representative thereof, which in the case of the Senior Secured First Priority Notes shall be the
Trustee) of any of its rights and obligations under this Agreement, nor any assignment, participation or disposition by a holder of Second Priority Debt (or an agent or representative thereof) of any
of its rights or obligations under this Agreement, shall be made to any third party without such third party agreeing to be bound by the terms hereof to the same extent as if it had been an original
party hereto. This Agreement shall become binding upon all holders of First Priority Debt and Second Priority Debt who (either directly or through an agent or representative thereof, which in the case
of the Senior Secured First Priority Notes shall be the Trustee) shall evidence their obligations pursuant hereto by executing a counterpart hereof and so notifying the other Secured Parties. 


7.2.  Exchange of Information  


The
Secured Parties shall furnish to each other at any time and from time to time, upon written request, any information, whether or not of a confidential nature, relating to the Corporation or any
Guarantor, or their respective business, property and prospects, First Priority Debt, First Ranking Security, Second Priority Debt, Second Ranking Security and information regarding any Event of
Default thereunder. 


The
Corporation and the Guarantors hereby consent to the exchange of such information and agree to hold the Secured Parties harmless in this connection. 


7.3.  Termination  


This
Agreement shall remain in full force and effect until the written agreement of each Secured Party to the contrary is entered into or, with respect to any Secured 






Party,
until such time as all First Priority Debt and Second Priority Debt held by such Secured Party is satisfied. 


7.4.  Amendment  


No
amendment of this Agreement shall be effective unless made in writing in an instrument executed by each of the Secured Parties and, in the event such amendment relates to the rights or obligations
of the Corporation and the Guarantors, the Corporation and the Guarantors. 


7.5.  No Partnership  


In
no event shall the execution and delivery of this Agreement by the Secured Parties or the performance of their respective obligations hereunder constitute or be deemed or construed as constituting
any partnership, joint venture or similar relationship between them. 


7.6.  Corporation's Obligations Not Affected  


Nothing
in this Agreement is intended to or shall impair or affect the obligations of the Corporation to pay First Priority Debt or Second Priority Debt in accordance with their respective terms.
Nothing in article 5 hereof shall confer any benefit on the Corporation or any of the Guarantors or entitle them to any notice from any Secured Party or to any delay in Demand or realization or
enforcement of security by any Secured Party nor, for greater certainty, will anything in article 5 hereof entitle any Secured Party to make a Demand or realize or enforce its security in
circumstances where it would not be entitled to do so under the First Ranking Security or Second Ranking Security. 



7.7.  Counterparts  


This
Agreement may be evidenced by one or more executed counterparts which, when taken together, shall constitute one and the same Agreement. 


7.8.  Communication  


Any
notice or communication required or permitted to be given or made hereunder shall be in writing and shall be well and sufficiently given or made if delivered in person during normal business hours
on a Business Day and left with the addressee 







or
a responsible employee thereof at the relevant address set forth below or sent by telecopier to the relevant telecopier number set forth below during normal business hours on a Business Day: 


If
to the Agent or the Lenders: 



Royal
Bank of Canada

Global Banking Agency

Royal Bank Plaza

200 Bay Street

12th Floor, South Tower

Toronto, Ontario

M5 2J5 



Telecopier:
(416) 974-2407 




If
to the Trustee: 



The
Chase Manhattan Bank

450 West 33rd Street, 15th Floor

New York, New York 10001 


Attention
of the Institutional Trust Services 




If
to the Corporation: 



CF
Cable TV Inc.

c/o Quebecor Media Inc.

300 Viger Avenue East

Montreal, Quebec

H2X 3W4 



Telecopier:
(514) 380-6097 


Attention:
Chief Financial Officer 




Any
party hereto may from time to time change its address for notice by notice to the other parties given in the foregoing manner. 






7.9.  No Other Beneficiaries  



No
Person, including a trustee in bankruptcy or representative of creditors, other than a Secured Party, shall be entitled to any benefit under this Agreement so as to claim any priority over any
Secured Party. 


7.10. Entire Agreement  


This
Agreement constitutes the entire agreement among the parties hereto pertaining to the matters herein set forth and supersedes and replaces any prior understandings or arrangements. There are no
warranties, representations or agreements between the parties in connection with such matters except as specifically set forth herein. 


7.11. Further Assurances  


Each
of the parties hereto shall from time to time execute and deliver such further documents and do such other acts or things as may from time to time be necessary to carry out the full intent and
purpose of this Agreement. 


7.12. Successors and Assigns  


This
Agreement shall enure to the benefit of and be binding upon each of the parties hereto and its successors and permitted assigns. 



        IN WITNESS WHEREOF the parties hereto have executed this Agreement by their duly authorized officers in that behalf and as of the day and
year first above written. 



	

 	
 	
ROYAL BANK OF CANADA,

individually and as Agent
	

 	
 	

By:	
 	

[ILLEGIBLE SIGNATURE]

	

 	
 	

By:	
 	











	

 	
 	

THE CHASE MANHATTAN BANK,

as Trustee
	

 	
 	

By:	
 	

[ILLEGIBLE SIGNATURE]

	 	 	By:	 	[ILLEGIBLE SIGNATURE]

	

 	
 	

CF CABLE TV INC.
	

 	
 	

By:	
 	

[ILLEGIBLE SIGNATURE]

	 	 	By:	 	[ILLEGIBLE SIGNATURE]

	

 	
 	

VIDÉOTRON (RICHELIEU) LTÉE
	

 	
 	

By:	
 	

[ILLEGIBLE SIGNATURE]

	 	 	By:	 	[ILLEGIBLE SIGNATURE]

	

 	
 	

VIDÉOTRON (LAURENTIEN) LTÉE/VIDEOTRON (LAURENTIAN) LTD.
	

 	
 	

By:	
 	

[ILLEGIBLE SIGNATURE]

	 	 	By:	 	[ILLEGIBLE SIGNATURE]

	

 	
 	

VIDEOTRON (GRANBY) INC.
	

 	
 	

By:	
 	

[ILLEGIBLE SIGNATURE]

	 	 	By:	 	[ILLEGIBLE SIGNATURE]

	

 	
 	

TDM NEWCO INC.
	

 	
 	

By:	
 	

[ILLEGIBLE SIGNATURE]

	 	 	By:	 	[ILLEGIBLE SIGNATURE]










	

 	
 	

VIDÉOTRON (RDL) LTÉE.
	

 	
 	

By:	
 	

[ILLEGIBLE SIGNATURE]

	 	 	By:	 	[ILLEGIBLE SIGNATURE]

	

 	
 	

TÉLÉ-CÂBLE CHARLEVOIX (1977) INC.
	

 	
 	

By:	
 	

[ILLEGIBLE SIGNATURE]

	 	 	By:	 	[ILLEGIBLE SIGNATURE]










 
 

SCHEDULE "A"
  
    BANK SECURITY    
    


	1.
	With
respect to the Corporation



	(a)
	Québec



	(i)
	Deeds
of hypothec executed by the Corporation in favour of Royal Bank of Canada (i) on June 26, 2001 and (ii) on June 28, 2001, both creating
a hypothec on the universality of present and future movable and immovable property of the Corporation; and



	(ii)
	Deed
of movable hypothec with delivery executed by the Corporation in favour of Royal Bank of Canada as of June 29, 2001 creating a hypothec with delivery on the
shares held by the Corporation in Richelieu, Granby, TDM and RDL.






	(b)
	Ontario







Nil




	(c)
	British Columbia



	(i)
	General
Security Agreement executed by the Corporation in favour of Royal Bank of Canada dated as of June 29, 2001 creating a security interest in the present and
future personal property of the Corporation.









	2.
	With
respect to Richelieu



	(a)
	Québec



	(i)
	Deeds
of hypothec executed by Richelieu in favour of Royal Bank of Canada (i) on June 26, 2001 and (ii) on June 28, 2001, both creating a
hypothec on the universality of present and future movable and immovable property of Richelieu; and



	(ii)
	Guarantee
executed, inter alia, by Richelieu in favour of Royal Bank of Canada dated as of June 29, 2001. 














	(b)
	Ontario



Nil





	3.
	With
respect to Laurentien



	(a)
	Québec



	(i)
	Deeds
of hypothec executed by Laurentien in favour of Royal Bank of Canada (i) on June 26, 2001 and (ii) on June 28, 2001, both creating a
hypothec on the universality of present and future movable and immovable property of Laurentien; and



	(ii)
	Guarantee
executed, inter alia, by Laurentien in favour of Royal Bank of Canada dated as of June 29, 2001.






	(b)
	Ontario



	(i)
	General
Security Agreement executed by Laurentien in favour of Royal Bank of Canada dated as of June 29, 2001 creating a security interest in the present and
future personal property of Laurentien.









	4.
	With
respect to Granby



	(a)
	Québec



	(i)
	Deeds
of hypothec executed by Granby in favour of Royal Bank of Canada (i) on June 26, 2001 and (ii) on June 28, 2001, both creating a
hypothec on the universality of present and future movable and immovable property of Granby; and



	(ii)
	Guarantee
executed, inter alia, by Granby in favour of Royal Bank of Canada dated as of June 29, 2001.






	(b)
	Ontario







Nil












	5.
	With
respect to TDM



	(a)
	Québec



	(i)
	Deeds
of hypothec executed by TDM in favour of Royal Bank of Canada (i) on June 26, 2001 and (ii) on June 28, 2001, both creating a hypothec
on the universality of present and future movable and immovable property of TDM;



	(ii)
	Guarantee
executed, inter alia, by TDM in favour of Royal Bank of Canada dated as of June 29, 2001; and



	(iii)
	Deed
of movable hypothec with delivery executed by TDM in favour of Royal Bank of Canada as of June 29, 2001 creating a hypothec with delivery on the shares
held by TDM in Laurentien.






	(b)
	Ontario







Nil





	6.
	With
respect to RDL



	(a)
	Québec



	(i)
	Deeds
of hypothec executed by RDL in favour of Royal Bank of Canada (i) on June 26, 2001 and (ii) on June 28, 2001, both creating a hypothec
on the universality of present and future movable and immovable property of RDL;



	(ii)
	Guarantee
executed, inter alia, by RDL in favour of Royal Bank of Canada dated as of June 29, 2001; and



	(iii)
	Deed
of movable hypothec with delivery executed by RDL in favour of Royal Bank of Canada as of June 29, 2001 creating a hypothec with delivery on the shares
held by RDL in Charlevoix.






	(b)
	Ontario







Nil












	7.
	With
respect to Charlevoix



	(a)
	Québec



	(i)
	Deeds
of hypothec executed by Charlevoix in favour of Royal Bank of Canada (i) on June 26, 2001 and (ii) on June 28, 2001, both creating a
hypothec on the universality of present and future movable and immovable property of Charlevoix; and



	(ii)
	Guarantee
executed, inter alia, by Charlevoix in favour of Royal Bank of Canada dated as of June 29, 2001.






	(b)
	Ontario







Nil 











 
 

SCHEDULE "B"
  
    NOTE SECURITY    
    


	1.
	With
respect to the Corporation



	(a)
	Québec



	(i)
	Deed
of Hypothec executed by the Corporation in favour of The Chase Manhattan Bank (formerly known as Chemical Bank) on June 14 1996 creating a hypothec on the
universality of present and future movable and immovable property of the Corporation; and



	(ii)
	Deed
of movable hypothec with delivery executed by the Corporation in favour of The Chase Manhattan Bank on July 4, 2001 creating a hypothec with delivery on the
shares held by the Corporation in Richelieu, Granby, TDM and RDL.






	(b)
	Ontario







Nil




	(c)
	British Columbia





Charge
by way of a security interest on all present and after-acquired personal property of the Corporation registered on February 25, 1998 in favour of The Chase Manhattan Bank. 




	2.
	With
respect to Richelieu



	(a)
	Québec



	(i)
	Guarantee
executed by Richelieu in favour of The Chase Manhattan Bank dated as of October 23, 1998; and



	(ii)
	Deed
of Hypothec executed by Richelieu in favour of The Chase Manhattan Bank on October 28, 1998 creating a hypothec on the universality of present and future
movable and immovable property of Richelieu.






	(b)
	Ontario







Nil 











	3.
	With
respect to Laurentien



	(a)
	Québec



	(i)
	Guarantee
executed by Laurentien (formerly known as Laurentien Cable TV Inc.) in favour of The Chase Manhattan Bank (formerly known as Chemical Bank) dated as of
July 11, 1995;



	(ii)
	Guarantee
executed by Laurentien (formerly known as Maniwaki Télévision Ltée) in favour of The Chase Manhattan Bank
(formerly known as Chemical Bank) dated as of July 11, 1995;



	(iii)
	Guarantee
executed by Laurentien (formerly known as Télécâble Papineau Inc.) in favour of The Chase Manhattan Bank
(formerly known as Chemical Bank) dated as of July 11, 1995;



	(iv)
	Deed
of Hypothec executed by Laurentien (formerly known as Laurentien Cable TV Inc.) in favour of The Chase Manhattan Bank (formerly known as Chemical Bank) on
June 14, 1995 creating a hypothec on the universality of present and future movable and immovable property of Laurentien (formerly known as Laurentien Cable TV Inc.);



	(v)
	Deed
of Hypothec executed by Laurentien (formerly known as Maniwaki Télévision Ltée) in favour of The Chase Manhattan Bank
(formerly known as Chemical Bank) on June 14, 1995 creating a hypothec on the universality of present and future movable and immovable property of Laurentien (formerly known as Maniwaki
Télévision Ltée); and



	(vi)
	Deed
of Hypothec executed by Laurentien (formerly known as Télécâble Papineau Inc.) in favour of The Chase Manhattan
Bank (formerly known as Chemical Bank) on June 14, 1995 creating a hypothec on the universality of present and future movable and immovable property of Laurentien (formerly known as
Télécâble Papineau Inc.).






	(b)
	Ontario



	(i)
	General
Security Agreement executed by Laurentien (formerly known as Laurentien Cable TV Inc.) in favour of The Chase 


















Manhattan
Bank (formerly known as Chemical Bank) dated June 21, 1995 creating a security interest in the present and future real and personal property of Laurentien; and 



	(ii)
	General
Assignment of Book Debts executed by Laurentien (formerly known as Laurentien Cable TV Inc.) in favour of The Chase Manhattan Bank (formerly known as
Chemical Bank) dated June 21, 1995.







	4.
	With
respect to Granby



	(a)
	Québec



	(i)
	Guarantee
executed by Granby (formerly known as 9063-7216 Québec Inc.) in favour of The Chase Manhattan Bank dated as of
October 23, 1998; and



	(ii)
	Deed
of Hypothec executed by Granby formerly known as 9063-7216 Québec Inc.) in favour of The Chase Manhattan Bank on
October 28, 1998 creating a hypothec on the universality of present and future movable and immovable property of Granby formerly known as 9063-7216
Québec Inc.).






	(b)
	Ontario







Nil 




	5.
	With
respect to TDM



	(a)
	Québec



	(i)
	Guarantee
executed by TDM in favour of The Chase Manhattan Bank (formerly known as Chemical Bank) dated as of October 13, 1995;



	(ii)
	Deed
of Hypothec executed by TDM in favour of The Chase Manhattan Bank (formerly known as Chemical Bank) on October 13, 1995 creating a hypothec on the
universality of present and future movable and immovable property of TDM; and



	(iii)
	Deed
of movable hypothec with delivery executed by TDM in favour of The Chase Manhattan Bank on July 4, 2001 creating a 
















hypothec
with delivery on the shares held by TDM in Laurentien. 




	(b)
	Ontario



Nil 




	6.
	With
respect to RDL



	(a)
	Québec



	(i)
	Guarantee
executed by RDL in favour of The Chase Manhattan Bank dated as of October 23, 1998;



	(ii)
	Deed
of Hypothec executed by RDL in favour of The Chase Manhattan Bank on October 28, 1998 creating a hypothec on the universality of present and future movable
and immovable property of RDL; and



	(iii)
	Deed
of movable hypothec with delivery executed by RDL in favour of The Chase Manhattan Bank on July 4, 2001 creating a hypothec with delivery on the shares
held by RDL in Charlevoix.






	(b)
	Ontario







Nil 




	7.
	With
respect to Charlevoix



	(a)
	Québec



	(i)
	Guarantee
executed by Charlevoix in favour of The Chase Manhattan Bank dated as of October 23, 1998; and



	(ii)
	Deed
of Hypothec executed by Charlevoix in favour of The Chase Manhattan Bank on March 22, 1998 creating a hypothec on the universality of present and future
movable and immovable property of Charlevoix.






	(b)
	Ontario







Nil












 
 

SCHEDULE "C"
  
    RECEIVERS    
    


Arthur
Andersen & Co. 


Coopers &
Lybrand 


Deloitte &
Touche 


Ernst &
Young 


*
* * * * 









QuickLinks


INTER-CREDITOR AGREEMENT

ARTICLE 1 INTERPRETATION

ARTICLE 2 PRIORITIES

ARTICLE 3 OTHER AGREEMENTS OF THE PARTIES

ARTICLE 4 DEMAND AND REALIZATION


ARTICLE 5 PROCEEDS OF REALIZATION

ARTICLE 6 AGREEMENTS OF THE CORPORATION

ARTICLE 7 GENERAL



SCHEDULE "A" BANK SECURITY

SCHEDULE "B" NOTE SECURITY

SCHEDULE "C" RECEIVERS