Exhibit 4.1



 Exhibit 4.1 
 VIDÉOTRON LTÉE, as Borrower 
 -and- 

RBC DOMINION SECURITIES INC., as Co-Lead Arranger and Joint Bookrunner 

NATIONAL BANK OF CANADA, as Co-Lead Arranger and Joint Bookrunner 

-and- 
 BANK
OF AMERICA, N.A., CANADA BRANCH 
 THE TORONTO-DOMINION BANK 

THE BANK OF NOVA SCOTIA 
 CAISSE CENTRALE DESJARDINS 
 BMO CAPITAL MARKETS 

as Co-Arrangers 

-and- 

NATIONAL BANK OF CANADA 
 as Syndication Agent 
 -and- 

THE BANK OF NOVA SCOTIA 
 as Documentation Agent 
 -and- 

THE FINANCIAL INSTITUTIONS NAMED 
 ON THE SIGNATURE PAGES HERETO 
 as Lenders 

ROYAL BANK OF CANADA, as Administrative Agent 
 -and- 
 HSBC BANK PLC, as Finnvera Facility Agent 

 
  
 CREDIT AGREEMENT - up to $650,000,000 
 Originally dated as of
November 28, 2000, as Amended and Restated as of 
 July 20, 2011 

 
  
 



 
  

					
	1000 de la Gauchetière Blvd. West	  		 	Scotia Plaza
	Suite 900	  		 	40 King Street West, Suite 4400
	Montreal (Quebec) H3B 5H4	  		 	Toronto, Ontario, Canada M5H 3Y4
	Telephone: (514) 954-2522	  	Fax: (514) 954-1905	 	Telephone: (416) 367-6332








 TABLE OF CONTENTS 

 

							
	 1.      INTERPRETATION
	  	 	2	  
	1.1	  	 Definitions
	  	 	2	  
	1.2	  	 Interpretation
	  	 	32	  
	1.3	  	 Currency
	  	 	32	  
	1.4	  	 Generally Accepted Accounting Principles
	  	 	32	  
	1.5	  	 Division and Titles
	  	 	33	  
		
	 2.      THE CREDIT
	  	 	33	  
	2.1	  	 Credit Facilities
	  	 	33	  
	2.2	  	 The Revolving Facility
	  	 	33	  
	2.3	  	 Incremental Revolving Facility
	  	 	34	  
	2.4	  	 Finnvera Term Facility
	  	 	35	  
		
	 3.      PURPOSE
	  	 	35	  
	3.1	  	 Purpose of the Advances
	  	 	35	  
		
	 4.      ADVANCES, CONVERSIONS AND OPERATION OF ACCOUNTS
	  	 	35	  
	4.1	  	 Notice of Borrowing – Direct Advances
	  	 	35	  
	4.2	  	 Letters of Credit
	  	 	36	  
	4.3	  	 Swing Line Advances
	  	 	40	  
	4.4	  	 Operation of Accounts
	  	 	42	  
	4.5	  	 Apportionment of Advances
	  	 	42	  
	4.6	  	 Limitations on Advances
	  	 	42	  
	4.7	  	 Notices Irrevocable
	  	 	42	  
	4.8	  	 Limits on BA Advances and Letters of Credit
	  	 	42	  
	4.9	  	 Excess Resulting From Exchange Rate Change
	  	 	42	  
		
	 5.      INTEREST AND FEES
	  	 	43	  
	5.1	  	 Interest on the Prime Rate Basis
	  	 	43	  
	5.2	  	 Payment of Interest on the Prime Rate Basis
	  	 	43	  
	5.3	  	 Derivative Obligations
	  	 	44	  
	5.4	  	 Interest on the Loan Obligations
	  	 	44	  
	5.5	  	 Arrears of Interest
	  	 	44	  
	5.6	  	 Maximum Interest Rate
	  	 	44	  
	5.7	  	 Fees
	  	 	44	  
	5.8	  	 Interest Act
	  	 	45	  
		
	 6.      BANKERS’ ACCEPTANCES
	  	 	45	  
	6.1	  	 Advances by Bankers’ Acceptances and Conversions into Bankers’ Acceptances
	  	 	45	  
	6.2	  	 Acceptance Procedure
	  	 	47	  
	6.3	  	 Purchase of Bankers’ Acceptances and Discount Notes
	  	 	48	  
	6.4	  	 Maturity Date of Bankers’ Acceptances
	  	 	48	  
	6.5	  	 Deemed Conversions on the Maturity Date
	  	 	48	  
	6.6	  	 Conversion and Extension Mechanism
	  	 	49	  
	6.7	  	 Prepayment of Bankers’ Acceptances
	  	 	49	  
	6.8	  	 Apportionment Amongst the Lenders
	  	 	49	  
	6.9	  	 Cash Deposits
	  	 	50	  
	6.10	  	 Days of Grace
	  	 	50	  









							
	6.11	  	 Obligations Absolute
	  	 	50	  
	6.12	  	 Depository Bills and Notes Act
	  	 	50	  
		
	 7.      ILLEGALITY, INCREASED COSTS, INDEMNIFICATION AND MARKET
DISRUPTIONS
	  	 	51	  
	7.1	  	 Illegality
	  	 	51	  
	7.2	  	 Increased Costs
	  	 	51	  
	7.3	  	 Taxes
	  	 	52	  
	7.4	  	 Breakage Costs, Failure to Borrow or Repay After Notice
	  	 	54	  
	7.5	  	 Mitigation Obligations: Replacement of Lenders
	  	 	55	  
	7.6	  	 Market Disruption
	  	 	56	  
		
	 8.      PAYMENT, REPAYMENT AND PREPAYMENT
	  	 	57	  
	8.1	  	 Repayment of the Loan Obligations
	  	 	57	  
	8.2	  	 Voluntary Repayment and Prepayment of the Loan Obligations or Cancellation of the Credit
	  	 	57	  
	8.3	  	 Cash Collateralization of BA Advances
	  	 	58	  
	8.4	  	 Currency of Payments
	  	 	58	  
	8.5	  	 Payments by the Borrower to the Agent
	  	 	58	  
	8.6	  	 Payment on a Business Day
	  	 	59	  
	8.7	  	 Payments by the Lenders to the Agent
	  	 	59	  
	8.8	  	 Payments by the Agent to the Borrower
	  	 	59	  
	8.9	  	 Netting
	  	 	59	  
	8.10	  	 Application of Payments
	  	 	59	  
	8.11	  	 No Set-Off or Counterclaim by Borrower
	  	 	60	  
	8.12	  	 Debit Authorization
	  	 	60	  
		
	 9.      SECURITY
	  	 	60	  
	9.1	  	 Security for Advances
	  	 	60	  
	9.2	  	 ECA Guarantee
	  	 	61	  
	9.3	  	 Guarantors – Exception
	  	 	62	  
	9.4	  	 Release of QMI Guarantee and Pledge; Release of Security in Certain Circumstances
	  	 	62	  
		
	 10.    CONDITIONS PRECEDENT
	  	 	62	  
	10.1	  	 Initial Advance under the Revolving Facility After the Closing Date
	  	 	62	  
	10.2	  	 Conditions Precedent to any Advance
	  	 	63	  
	10.3	  	 Waiver of Conditions Precedent
	  	 	64	  
		
	 11.    REPRESENTATIONS AND WARRANTIES
	  	 	64	  
	11.1	  	 Incorporation
	  	 	64	  
	11.2	  	 Authorization
	  	 	64	  
	11.3	  	 Compliance with Applicable Law and Contracts
	  	 	65	  
	11.4	  	 Core Business
	  	 	65	  
	11.5	  	 Financial Statements
	  	 	65	  
	11.6	  	 Contingent Liabilities and Indebtedness
	  	 	65	  
	11.7	  	 Title to Assets
	  	 	66	  
	11.8	  	 Litigation
	  	 	66	  
	11.9	  	 Taxes
	  	 	66	  


  
 2. 










							
	11.10	  	 Insurance
	  	 	66	  
	11.11	  	 No Adverse Change
	  	 	66	  
	11.12	  	 Regulatory Approvals
	  	 	67	  
	11.13	  	 Compliance with Applicable Law and Licences
	  	 	67	  
	11.14	  	 Pension and Employment Liabilities
	  	 	67	  
	11.15	  	 Priority
	  	 	67	  
	11.16	  	 Complete and Accurate Information
	  	 	67	  
	11.17	  	 Share Capital
	  	 	67	  
	11.18	  	 Absence of Default
	  	 	68	  
	11.19	  	 Agreements with Third Parties
	  	 	68	  
	11.20	  	 Anti-Terrorism and Money Laundering Laws
	  	 	68	  
	11.21	  	 Environment
	  	 	68	  
	11.22	  	 Survival of Representations and Warranties
	  	 	69	  
		
	 12.    COVENANTS
	  	 	69	  
	12.1	  	 Preservation of Juridical Personality
	  	 	69	  
	12.2	  	 Preservation of Licences
	  	 	70	  
	12.3	  	 Compliance with Applicable Laws
	  	 	70	  
	12.4	  	 Maintenance of Assets
	  	 	70	  
	12.5	  	 Business
	  	 	70	  
	12.6	  	 Insurance
	  	 	70	  
	12.7	  	 Payment of Taxes and Duties
	  	 	70	  
	12.8	  	 Access and Inspection
	  	 	71	  
	12.9	  	 Maintenance of Account
	  	 	71	  
	12.10	  	 Performance of Obligations
	  	 	71	  
	12.11	  	 Maintenance of Ratios
	  	 	71	  
	12.12	  	 Ownership by the Borrower and Guarantors
	  	 	72	  
	12.13	  	 Maintenance of Security
	  	 	72	  
	12.14	  	 Payment of Legal Fees and Other Expenses
	  	 	72	  
	12.15	  	 Financial Reporting
	  	 	73	  
	12.16	  	 Notice of Certain Events
	  	 	75	  
	12.17	  	 Accuracy of Reports
	  	 	75	  
		
	 13.    NEGATIVE COVENANTS
	  	 	76	  
	13.1	  	 Liquidation and Amalgamation
	  	 	76	  
	13.2	  	 Charges
	  	 	76	  
	13.3	  	 Asset Dispositions
	  	 	76	  
	13.4	  	 Preservation of Capital
	  	 	77	  
	13.5	  	 Restrictions on Subsidiaries
	  	 	78	  
	13.6	  	 Acquisitions
	  	 	78	  
	13.7	  	 Debt and Guarantees
	  	 	79	  
	13.8	  	 Financial Assistance by the VL Group
	  	 	79	  
	13.9	  	 Subordinated Debt
	  	 	80	  
	13.10	  	 Members of the VL Group, Related Party Transactions
	  	 	80	  
	13.11	  	 Derivative Instruments
	  	 	80	  
	13.12	  	 Anti-Terrorism Laws
	  	 	81	  
		
	 14.    EVENTS OF DEFAULT AND REALIZATION
	  	 	81	  
	14.1	  	 Event of Default
	  	 	81	  


  
 3. 










							
	14.2	  	 Remedies
	  	 	83	  
	14.3	  	 Bankruptcy and Insolvency
	  	 	84	  
	14.4	  	 Notice
	  	 	84	  
	14.5	  	 Costs
	  	 	84	  
	14.6	  	 Relations with the Borrower
	  	 	84	  
	14.7	  	 Application of Proceeds
	  	 	85	  
		
	 15.    JUDGMENT CURRENCY
	  	 	85	  
	15.1	  	 Rules of Conversion
	  	 	85	  
	15.2	  	 Determination of an Equivalent Currency
	  	 	85	  
		
	 16.    ASSIGNMENT
	  	 	86	  
	16.1	  	 Assignment by the Borrower
	  	 	86	  
	16.2	  	 Assignments and Transfers by the Lenders
	  	 	86	  
	16.3	  	 Register
	  	 	88	  
	16.4	  	 Electronic Execution of Assignments
	  	 	88	  
	16.5	  	 Participations
	  	 	89	  
	16.6	  	 Limitations Upon Participant Rights
	  	 	89	  
	16.7	  	 Certain Pledges and Special Provisions
	  	 	89	  
		
	 17.    MISCELLANEOUS
	  	 	90	  
	17.1	  	 Notices
	  	 	90	  
	17.2	  	 Amendment and Waiver
	  	 	90	  
	17.3	  	 Determinations Final
	  	 	91	  
	17.4	  	 Entire Agreement
	  	 	91	  
	17.5	  	 Indemnification and Compensation
	  	 	91	  
	17.6	  	 Benefit of Agreement
	  	 	91	  
	17.7	  	 Counterparts
	  	 	91	  
	17.8	  	 Applicable Law
	  	 	92	  
	17.9	  	 Severability
	  	 	92	  
	17.10	  	 Further Assurances
	  	 	92	  
	17.11	  	 Good Faith and Fair Consideration
	  	 	92	  
	17.12	  	 Responsibility of the Lenders
	  	 	92	  
	17.13	  	 Indemnity
	  	 	92	  
	17.14	  	 Language
	  	 	93	  
	17.15	  	 Anti-Terrorism Legislation
	  	 	93	  
		
	 18.    THE AGENT AND THE LENDERS
	  	 	94	  
	18.1	  	 Authorization of Agent
	  	 	94	  
	18.2	  	 Agent’s Responsibility
	  	 	95	  
	18.3	  	 Rights of Agent as Lender
	  	 	96	  
	18.4	  	 Indemnity
	  	 	96	  
	18.5	  	 Notice by Agent to Lenders
	  	 	97	  
	18.6	  	 Protection of Agent
	  	 	97	  
	18.7	  	 Notice by Lenders to Agent
	  	 	98	  
	18.8	  	 Sharing Among the Lenders
	  	 	98	  
	18.9	  	 Derivative Obligations
	  	 	99	  
	18.10	  	 Procedure with respect to Advances
	  	 	100	  
	18.11	  	 Accounts kept by each Lender
	  	 	100	  


  
 4. 










							
	18.12	  	 Binding Determinations
	  	 	101	  
	18.13	  	 Amendment of Article 18
	  	 	101	  
	18.14	  	 Decisions, Amendments and Waivers of the Lenders
	  	 	101	  
	18.15	  	 Authorized Waivers, Variations and Omissions
	  	 	101	  
	18.16	  	 Provisions for the Benefit of Lenders Only – Power of Attorney for Quebec Purposes
	  	 	102	  
	18.17	  	 Defaulting Lenders
	  	 	102	  
	18.18	  	 Provisions for the Benefit of Lenders Only
	  	 	103	  
	18.19	  	 Resignation of Agent
	  	 	104	  
	18.20	  	 No Novation
	  	 	104	  
		
	 19.    CERTAIN PROVISIONS RELATING TO THE FINNVERA TERM FACILITY
	  	 	104	  
	19.1	  	 Application of Article 18
	  	 	104	  
	19.2	  	 Notice by Agent to the Finnvera Facility Agent
	  	 	104	  
	19.3	  	 Confirmation of Sharing
	  	 	105	  
		
	 20.    FORMAL DATE
	  	 	105	  
	20.1	  	 Formal Date
	  	 	105	  

 SCHEDULE “A” – LIST OF LENDERS AND COMMITMENTS 
 SCHEDULE “B” – NOTICE OF BORROWING AND CERTIFICATE 
 SCHEDULE “B-1” –
NOTICE OF REPAYMENT 
 SCHEDULE “C” – ASSIGNMENT AND ASSUMPTION 
 SCHEDULE “C-1” – LOAN MARKET DATA TEMPLATE 
 SCHEDULE “D” – FORM OF
GUARANTEE 
 SCHEDULE “E” – FORM OF SHARE PLEDGE 
 SCHEDULE “F” – OFFICER’S CERTIFICATE 
 SCHEDULE “G” –
INTENTIONALLY DELETED 
 SCHEDULE “H” – EXISTING DEBT FROM ADDITIONAL OFFERINGS, AT THE CLOSING DATE 

SCHEDULE “I” – PROPERTY OF THE VL GROUP 
 SCHEDULE “J” – OFFICER’S COMPLIANCE CERTIFICATE 
 SCHEDULE “K” –
INTENTIONALLY DELETED 
 SCHEDULE “L” – GUARANTORS AND MEMBERS OF THE VL GROUP AS AT THE CLOSING DATE 

SCHEDULE “M” – INTENTIONALLY DELETED 
 SCHEDULE “N” – FORM OF SUBORDINATION AGREEMENT FOR BACK-TO-BACK SECURITIES 

SCHEDULE “O” – JOINDER AGREEMENT 

SCHEDULE “P” – FINNVERA TERM FACILITY 

  
 5. 









 AMENDED AND RESTATED CREDIT AGREEMENT originally dated as of November 28, 2000, as amended and
restated as of July 20, 2011, entered into in the City of Montreal, Province of Quebec, 
  

			
	AMONG:	  	VIDÉOTRON LTÉE, a company constituted in accordance with the laws of Quebec, having its registered office at 612 St-Jacques Street, 18th floor, in the City of Montreal, Province of Quebec (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 HERETO (the “Lenders”)
		
		  	PARTIES OF THE SECOND PART
		
	AND:	  	ROYAL BANK OF CANADA, AS ADMINISTRATIVE AGENT FOR THE LENDERS, a Canadian bank, having a place of business at 200 Bay Street, 12th floor, South Tower, Royal Bank Plaza, in the City of Toronto,
Province of Ontario (hereinafter called the “Agent”)
		
		  	PARTY OF THE THIRD PART
		
	AND:	  	HSBC BANK PLC, AS FINNVERA FACILITY AGENT, a bank governed by the laws of England and Wales, having a place of business at 8 Canada Square, Canary Wharf, London, UK,
E14 5HQ (hereinafter called the “Finnvera Facility Agent”)
		
		  	PARTY OF THE FOURTH PART

 WHEREAS the Borrower wishes to borrow certain amounts from the Lenders and the Lenders have agreed to
lend such amounts to the Borrower, subject to and in accordance with the provisions hereof; 







 NOW THEREFORE, THE PARTIES HERETO HAVE AGREED AS FOLLOWS: 

 

	1.	INTERPRETATION 

  

	 	1.1	Definitions 

 The
following words and expressions, when used in this Agreement or in any agreement supplementary hereto, unless the contrary is stipulated, have the following meaning: 
 1.1.1 “Acquisition” means, with respect to any Person, any transaction or series of related transactions whereby such Person acquires, directly or indirectly, (a) a business,
division, or all or a substantial portion of the assets of any other Person; (b) any Investment; or (c) by way of reorganization, consolidation, amalgamation, winding-up, merger, transfer, sale, lease or other combination, the assets or
shares of any other Person; and “Acquire” and “Acquired” have meanings correlative thereto. 

1.1.2 “Additional Offering” means an Offering of unsecured Debt incurred or issued by the Borrower having, at the time
of incurrence of any such Debt, a maturity date (meaning the ultimate maturity date on which repayment can be required by the lender, not the date of any initial maturity leading to an automatic conversion or replacement into different Debt, or
Equity Interests) expiring after the expiry of the Term of the Revolving Facility, the terms and conditions of which Offering (including any automatic conversion or replacement as aforesaid and excluding, for greater certainty, (a) pricing, and
(b) the right to require a replacement via an unsecured term loan or an offering of unsecured high yield Debt in an amount equal to the Additional Offering being replaced (“AO Replacement Debt”)) are no more favourable to the
Persons providing such Debt, in all material respects, than the provisions hereof applicable to the Revolving Facility; for greater certainty, for the purposes of paragraph (f) of Section 13.7, any such AO Replacement Debt will not be
considered a new incurrence of Debt. 
 1.1.3 “Adjusted Consolidated” means produced by commencing with the
consolidated financial statements or accounts of the Borrower and subtracting the assets, Debt, EBITDA and other results of any Subsidiary of the Borrower that is not a member of the VL Group, all as otherwise determined in accordance with GAAP.

 1.1.4 “Administrative Questionnaire” means an administrative questionnaire in the form provided by the Agent
from time to time. 
 1.1.5 “Advance” means any advance by a Lender under this Agreement, including, with
respect to the Revolving Facility, direct Advances by way of Prime Rate Advances and Swing Line Advances, and indirect Advances by way of BA Advances and the issuance of Letters of Credit, and with respect to the Finnvera Term Facility, the
“Tranche A CDOR Advances” and Tranche A LIBOR Advances” as defined in Schedule “P”. 
 1.1.6
“Affected Lender” has the meaning ascribed to it in Section 18.15. 

  
 2. 









 1.1.7 “Affiliate” has the meaning ascribed thereto in the Canada Business
Corporations Act. 
 1.1.8 “Agency Branch” means the branch of the Agent located at Royal
Bank Plaza, South Tower, 12th Floor, in the City of
Toronto, Province of Ontario, M5J 2W7, or such other address in Canada of which the Agent may notify the Borrower from time to time. 
 1.1.9 “Agent” means Royal Bank of Canada in its capacity as agent for all of the Lenders under the Revolving Facility, and as collateral agent for all of the Lenders, and
“Agents” means the Agent together with the Finnvera Facility Agent. 
 1.1.10 “Agreement”,
“Credit Agreement”, “these presents”, “herein”, “hereby”, “hereunder” and other similar expressions refer collectively to this Amended and Restated Credit Agreement
and the Schedules and appendices hereto as same may be amended or amended and restated from time to time, and include any deed or document which is supplementary or accessory or which is made in order to complete this Agreement, as all of same may
subsequently be amended, amended and restated, modified, supplemented or replaced from time to time. 
 1.1.11 “Annual
Business Plan” means, for any financial year, (a) detailed projected balance sheets, income statements, statements of cash flows and Capital Expenditures budgets of the Borrower, prepared on a consolidated basis, in respect of such
financial year and each financial quarter therein and in respect of, and as at the last day of, each of the next two following financial years, in each case supported by appropriate explanations, notes and information and commentary, and (b) a
detailed narrative of the businesses of the Borrower for the financial year then ended and for the following financial year which shall include a management discussion and analysis, in sufficient detail, all as approved by the board of directors of
the Borrower. 
 1.1.12 “Applicable Law” or “Applicable Laws” means (a) any domestic or
foreign statute, law (including common and civil law), treaty, code, ordinance, rule, regulation, restriction or by-law (zoning or otherwise); (b) any judgment, order, writ, injunction, decision, ruling, decree or award; (c) any regulatory
policy, practice, guideline or directive; or (d) any franchise, licence, qualification, authorization, consent, exemption, waiver, right, permit or other approval of any Governmental Authority, binding on or affecting the Person referred to in
the context in which the term is used or binding on or affecting the property of such Person. 
 1.1.13 “Applicable
Percentage” means, with respect to any Lender, the percentage of the total Commitments represented by such Lender’s Commitment. If the Commitments have been cancelled, terminated or expired, or if the calculation is required under the
provisions of Section 18.8, a Lender’s Applicable Percentage shall be calculated by dividing the aggregate of (a) the portion of the Loan Obligations owed to such Lender plus, if the Lender is a Revolving Facility Lender,


  
 3. 









 
such Revolving Facility Lender’s outstanding portion of the aggregate Derivative Obligations, by (b) the aggregate amount of the Loan Obligations and the Derivative Obligations, giving
effect to any Assignments pursuant to the provisions of Article 16 or Section 10 of Schedule “P”. If there is a Defaulting Lender, the “Applicable Percentages” shall be adjusted in accordance with the provisions of
Section 18.17 without increasing the Commitment of any Lender. 
 1.1.14 “Approved Fund” means any Person
(other than a natural Person) that (a) is or will be engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business, and (b) is administered or
managed by a Lender, an Affiliate of a Lender or an entity or an Affiliate of an entity that administers or manages a Lender. 

1.1.15 “Asset Disposition” means the sale, lease, transfer, assignment or other disposition or alienation of any of the
property (including Equity Interests) of any member of the Relevant Group. 
 1.1.16 “Assignment” means an
assignment of all or a portion of a Revolving Facility Lender’s rights and obligations under this Agreement in accordance with Sections 16.2, and “Assignee” means an Eligible Assignee who has entered into an Assignment and
Assumption Agreement. 
 1.1.17 “Assignment and Assumption Agreement” means an agreement substantially in the
form annexed hereto as Schedule “C”. 
 1.1.18 “Associate” has the meaning ascribed thereto in the
Canada Business Corporations Act. 
 1.1.19 “BA Advance” means at any time the part of the Advances under the
Revolving Facility which the Borrower has chosen to borrow by Bankers’ Acceptances, calculated based on the face amount of such Bankers’ Acceptances. 
 1.1.20 “BA Proceeds” means, (a) for any Bankers’ Acceptance issued hereunder, an amount calculated on the applicable Acceptance Date (as defined in subsection 6.1.1) by
multiplying: i) the face amount of the Bankers’ Acceptance by ii) the following fraction: 
  

	
	 1

	(1+ (Bankers’ Acceptance Discount Rate × Designated Period (in days)÷365)),

 with such fraction being rounded up or down to the fifth decimal place and .00005 being rounded up; and
(b) with respect to Assignees that are not banks or that do not accept Bankers’ Acceptances, the face amount of Discount Notes issued to them, less a discount established in the same manner as provided in (a) above (with references to
“Bankers’ Acceptances” being replaced by references to “Discount Notes”). 

  
 4. 









 1.1.21 “BA Schedule I Reference Lender” means Royal Bank of Canada or such
other Lender which is a Schedule I bank under the Bank Act (Canada) appointed by the Agent with the consent of the Borrower in replacement of the said Lender. 
 1.1.22 “BA Schedule II Reference Lenders” means Bank of America, N.A. Canada Branch and Caisse centrale Desjardins, or such other Lenders which are Schedule II or Schedule III banks under
the Bank Act (Canada) appointed by the Agent with the consent of the Borrower in replacement of such Lenders. 
 1.1.23
“Back-to-Back Debt” means any loans made or debt instruments issued as part of a Back-to-Back Transaction and in which each party to such Back-to-Back Transaction, other than the Borrower or a Guarantor, executes a subordination
agreement in favour of the Agent in substantially the form attached hereto as Schedule “N”. 
 1.1.24
“Back-to-Back Preferred Shares” means preferred shares issued: 
 (a) to a member of the Relevant Group by an
Affiliate of the Borrower in circumstances where, immediately prior to the issuance of such preferred shares, an Affiliate of such member of the Relevant Group has loaned on an unsecured basis to such member of the Relevant Group, or an Affiliate of
such member of the Relevant Group has subscribed for preferred shares of such member of the Relevant Group in an amount equal to, the requisite subscription price for such preferred shares; 

(b) by a member of the Relevant Group to one of its Affiliates in circumstances where, immediately prior to or immediately after, as the
case may be, the issuance of such preferred shares, such member of the Relevant Group has loaned an amount equal to the proceeds of such issuance to an Affiliate on an unsecured basis; or 

(c) by a member of the Relevant Group to one of its Affiliates in circumstances where, immediately after the issuance of such preferred
shares, such member of the Relevant Group has used all of the proceeds of such issuance to subscribe for preferred shares issued by an Affiliate; 
 in each case on terms whereby: 
 (i) the aggregate redemption amount applicable to
the preferred shares issued to or by such member of the Relevant Group is identical: 
 (A) in the case of (a) above, to
the principal amount of the loan made or the aggregate redemption amount of the preferred shares subscribed for by such Affiliate prior to the issuance thereof; 
 (B) in the case of (b) above, to the principal amount of the loan made to such Affiliate with the proceeds of the issuance thereof; or 

  
 5. 









 
(C) in the case of (c) above, to the aggregate redemption amount of the preferred shares issued by such Affiliate with the proceeds of the issuance thereof; 

(ii) the dividend payment date applicable to the preferred shares issued to or by such member of the Relevant Group will: 

(A) in the case of (a) above, be immediately prior to the interest payment date relevant to the loan made or the dividend payment
date on the preferred shares subscribed for by such Affiliate immediately prior to the issuance thereof; 
 (B) in the case of
(b) above, be immediately after the interest payment date relevant to the loan made to such Affiliate with the proceeds of the issuance thereof; or 
 (C) in the case of (c) above, be immediately after the dividend payment date on the preferred shares issued by such Affiliate with the proceeds of the issuance thereof; 

(iii) the amount of dividends provided for on any payment date in the share conditions attaching to the preferred shares issued:

 (A) to a member of the Relevant Group in the case of (a) above, will be equal to or in excess of the amount of interest
payable in respect of the loan made or the amount of dividends provided for in respect of the preferred shares subscribed for by such Affiliate prior to the issuance thereof; 
 (B) by a member of the Relevant Group in the case of (b) above, will be equal to or less than the amount of interest payable in respect of the loan made to such Affiliate with the proceeds of the
issuance thereof; or 
 (C) by a member of the Relevant Group in the case of (c) above, will be equal to the amount of
dividends in respect of the preferred shares issued by such Affiliate with the proceeds of the issuance thereof. 
 Provided,
for greater certainty, that in all cases, (I) the redemption of any preferred shares by a member of the Relevant Group, (II) the repayment of any Back-to-Back Debt by a member of the Relevant Group, (III) the payment of any dividends by a
member of the Relevant Group in respect of its preferred shares, and (IV) the payment of any interest on Back-to-Back Debt of a member of the Relevant Group, may, in each case, be made by a member of the Relevant Group solely by delivering the
relevant Back-to-Back Securities to the Affiliate in question, or by paying to the Affiliate an amount in cash not in excess of the amount already received in cash from such Affiliate. 

1.1.25 “Back-to-Back Securities” means the Back-to-Back Preferred Shares or the Back-to-Back Debt or both, as the
context requires. 

  
 6. 









 1.1.26 “Back-to-Back Transactions” means any of the transactions described
under the definition of Back-to-Back Preferred Shares. 
 1.1.27 “Bankers’ Acceptance” means a
non-interest bearing draft or bill of exchange in Canadian Dollars drawn and endorsed by the Borrower and accepted by a Lender in accordance with the provisions of Article 6, and includes a Discount Note where the context permits. In cases where the
Lenders elect to use a clearing house as contemplated by the Depository Bills and Notes Act (S.C. 1998 c. 13) (the “Act”), “Bankers’ Acceptance” shall mean a depository bill (as defined in the Act) in Canadian
Dollars signed by the Borrower and accepted by a Lender. Drafts or bills of exchange that become depository bills may nevertheless be referred to herein as “drafts”. 
 1.1.28 “Bankers’ Acceptance Discount Rate” means (a) in respect of Bankers’ Acceptances to be purchased by the Lenders which are Schedule I banks under the Bank Act
(Canada), the average rate for Canadian Dollar bankers’ acceptances having Designated Periods of 1, 2, 3, or 6 months quoted on Reuters Service, page CDOR “Canadian Interbank Bid BA Rates” (the “CDOR Rate”), having an
identical Designated Period to that of the Bankers’ Acceptance to be issued on such day, and (b) in respect of Bankers’ Acceptances to be purchased by the Lenders which are Schedule II or Schedule III banks under the Bank Act
(Canada) and in respect of Discount Notes, the lesser of (i) the arithmetic average (rounded upward to the nearest one hundredth of one percent (.01%)) of the discount rates for Canadian Dollar bankers’ acceptances quoted by the BA
Schedule II Reference Lenders, and (ii) the rate specified in (a) above plus 10 basis points (.10%) (in each of cases (a) and (b), the “Discount Rates”). In all cases, the Discount Rates shall be quoted at
approximately 10:00 a.m. (Montreal time) on the Acceptance Date calculated on the basis of a year of 365 days. 
 In the absence
of any such quote, the Bankers’ Acceptance Discount Rate which would have been determined in accordance with paragraph (a) or paragraph (b) above, respectively, shall be equal to the rate determined from time to time by the Agent as
the discount rates for bankers’ acceptances of: 
 (A) in the case of paragraph (a), the BA Schedule I Reference Lender;
and 
 (B) in the case of paragraph (b), the BA Schedule I Reference Lender plus 10 basis points (.10%); 

established in accordance with its normal practices in amounts equal to the Selected Amount, having an identical Designated Period to
that of the proposed Bankers’ Acceptances to be issued on such day. 

  
 7. 









 1.1.29 “Banking Day” means any day which is at the same time a Business
Day and a day on which banking institutions are not authorized by law or by local proclamation to close for business in New York (USA) and in London (England). 
 1.1.30 “Branch” means the branch of Royal Bank of Canada located at 1 Place Ville Marie, or any other branch designated by the Agent from time to time by notice to the Borrower.

 1.1.31 “Business Day” means any day, except Saturdays, Sundays and other days which in Montreal or Toronto
(Canada) are holidays or a day upon which banking institutions are not authorized or required by law or by local proclamation to close. 
 1.1.32 “Canadian Dollars”, “Cdn. $” or “$” means the lawful currency of Canada. 
 1.1.33 “Capital Expenditures” means the aggregate amount actually paid in cash in any period by the Relevant Group for or in connection with the acquisition or maintenance of assets
required to be capitalized, including expenditures of the type described in the last sentence of Section 13.8, determined in accordance with GAAP, other than, for greater certainty, expenditures for Acquisitions permitted by Section 13.6.

 1.1.34 “Capital Lease” means any lease which is required to be capitalized on a balance sheet of the lessee
in accordance with GAAP. 
 1.1.35 “Cash Equivalents” means, as of the date of any determination thereof,
instruments of the following types: 
  

	 	1.1.35.1	obligations of or unconditionally guaranteed by the governments of Canada or the United States of America (“USA”), or any agency of any of them backed
by the full faith and credit of the governments of Canada or the USA, respectively, maturing within 364 days of acquisition; 

  

	 	1.1.35.2	 marketable direct obligations of the governments of one of the provinces of Canada, one of the states of the USA, or any agency thereof, or of any
county, department, municipality or other political subdivision of Canada or the USA, the payment or guarantee of which constitutes a full faith and credit obligation of such province, state, municipality or other political subdivision, which
matures within 364 days of acquisition and which is currently accorded a short-term credit rating of at least A-1 by Standard & Poor’s Rating Services, a division of The




  
 8. 










	 	
McGraw-Hill Companies, Inc. (“S & P”) or at least Prime-1 by Moody’s Investors Service, Inc. (“Moody’s”) or the equivalent thereof from
Dominion Bond Rating Service Inc. (“DBRS”); 

  

	 	1.1.35.3	commercial paper, bonds, notes, debentures and bankers’ acceptances issued by a Person residing in Canada or the USA and not referred to in subsections 1.1.35.1,
1.1.35.2 or 1.1.35.4, and maturing within 364 days from the date of issuance which, at the time of acquisition, is accorded a short-term credit rating of at least A-1 by S & P or at least Prime-1 by Moody’s or the equivalent thereof from
DBRS; 

  

	 	1.1.35.4	(a) certificates of deposit maturing within 364 days from the date of issuance thereof, issued by a bank or trust company organized under the laws of the USA, any state
thereof, or Canada or any province thereof, or (b) US Dollar certificates of deposit maturing within 364 days of acquisition and issued by a bank in western Europe or the United Kingdom, in all cases having capital, surplus and undivided
profits aggregating at least US $500,000,000 (or its equivalent in Canadian Dollars) and whose short-term credit rating is, at the time of acquisition thereof, rated A-1 or better by S & P or Prime-1 or better by Moody’s (or the equivalent
thereof from DBRS). 

 1.1.36 “Change in Control” means (a) the acquisition by any Person or
group of Persons acting in concert (other than Quebecor Inc. or any of its subsidiaries or the Péladeau Group) of a majority of the votes attached to the outstanding Equity Interests of the Borrower or any other member of the VL Group
(unless, in the case of a member of the VL Group, resulting from a permitted Asset Disposition), or (b) any event which results in more than a majority of the votes attached to the outstanding Equity Interests of Quebecor Media Inc. being held
by a Person other than Quebecor Inc. or any of its subsidiaries or the Péladeau Group. 
 1.1.37 “Change in
Law” means the occurrence, after the Closing Date, of any of the following: (a) the adoption or taking effect of any Applicable Law, including without limitation the Dodd-Frank Wall Street Reform and Consumer Protection Act,
(b) any change in any Applicable Law or in the administration, interpretation or application thereof by any Governmental Authority, including any such change resulting from any quashing by a Governmental Authority of an interpretation of any
Applicable Law, (c) the making or issuance of any Applicable Law by any Governmental Authority, or (d) the implementation of the recommendations of the Bank for International Settlements or the Basel Committee on Banking Regulations and
Supervisory Practices (or any successor or similar entity). 

  
 9. 









 1.1.38 “Charge” means, in respect of any Person, any mortgage, debenture,
pledge, hypothec, lien, prior claim, charge, assignment by way of security, hypothecation, or security interest granted or permitted by such Person or arising by operation of law, in respect of any of such Person’s property (including any
servitude, usufruct or other real right encumbering such property), or any consignment of property by such Person as consignee or lessee or any other security agreement, trust or arrangement having the effect of security for the payment of any debt,
liability or obligation. Solely for the purposes of determining whether a Charge exists for the purposes of this Agreement, a Person shall be deemed to be the owner of any property which it has acquired or holds subject to a conditional sale
agreement, Capital Lease, Synthetic Lease or other arrangement pursuant to which title to the property has been retained by or vested in some other Person for security purposes and such retention or vesting shall constitute a Charge. 

1.1.39 “Closing Date” means July 20, 2011. 

1.1.40 “Commitment” means the portion of the Credit for which a Lender is responsible, as set out in Schedule
“A” hereof. Notwithstanding the foregoing, for the purposes of calculating the respective Commitments in Section 18.8, the Commitments shall be equal to the Applicable Percentages of each of the Lenders. 

1.1.41 “Compliance Certificate” has the meaning ascribed to it in subsection 12.15.1. 

1.1.42 “Contingent Obligation” of any Person means all contingent liabilities required to be included in the financial
statements of such Person in accordance with GAAP, excluding any notes thereto. 
 1.1.43 “Core Business” means
the business described in Section 11.4. 
 1.1.44 “Credit” means the aggregate amount available to the
Borrower under the Facilities. 
 1.1.45 “CRTC” means the Canadian Radio-television and Telecommunications
Commission, or a successor regulatory body, commission or agency. 
 1.1.46 “Debentures” means the Debentures
issued by the Borrower and the Guarantors in favour of a collateral agent designated by the Agent in accordance with the provisions of subsection 9.1.3. 
 1.1.47 “Debenture Pledge” means the pledge of the Debenture in favour of the Agent or any designated collateral agent by the Borrower and the Guarantors. 

1.1.48 “Debt” includes, for any Person or with respect to the Relevant Group, 

  
 10.










	 	1.1.48.1	obligations in respect of borrowed money, whether or not evidenced by notes, bonds, debentures or similar evidences of indebtedness of such Person;


  

	 	1.1.48.2	obligations in respect of borrowed money and the Hedging Exposure, but without duplication of any underlying Debt that may be hedged by same, and, in particular,
without taking into account the currency hedging in respect of the US$ denominated Debt referred to in the final paragraph of this definition; 

  

	 	1.1.48.3	obligations representing the deferred purchase price of goods and services, other than such obligations incurred in the ordinary course of business of the Relevant
Group and payable within a period not exceeding 150 days from the date of their incurrence; 

  

	 	1.1.48.4	the obligations, whether or not assumed, which are secured by Charges on the property belonging to such Person or payable out of the proceeds flowing therefrom;


  

	 	1.1.48.5	Contingent Obligations; 

  

	 	1.1.48.6	obligations under Capital Leases and Synthetic Leases; and 

  

	 	1.1.48.7	obligations under letters of credit, letters of guarantee, bankers’ acceptances or Guarantees; 


but shall not include Debt under the Back-to-Back Securities. In addition, any Debt denominated in US$ which is validly and effectively
hedged through the use of one or more Derivative Instruments will be calculated at the exchange rate applicable to such US$ Debt under the applicable Derivative Instrument. 
 1.1.49 “Default” means an event or circumstances, the occurrence or non-occurrence of which would, with the giving of a notice, lapse of time or combination thereof, constitute an Event
of Default unless remedied within the prescribed delays or renounced to in writing by the Agent, as authorized by the Lenders. 

1.1.50 “Defaulting Lender” means any Lender, as determined by the Agent (with respect to the Revolving Facility) or the
Finnvera Facility Agent (with respect to the Finnvera Term Facility), that: 
  

	 	1.1.50.1	has failed to fully fund its share of any Advance or fulfill its obligations under Section 4.2 or 4.3 within 2 Banking Days of the date it is required to do so
under this Agreement; 


  
 11.










	 	1.1.50.2	has notified the Borrower, the Agent (or in the case of a Defaulting Lender under the Finnvera Term Facility, the Finnvera Facility Agent) or any other Lender in
writing that it does not intend to comply with any of its funding obligations under this Agreement (including Sections 4.2 and 4.3), has issued financial statements containing a “going concern” or similar qualification or indicating a
potential inability to comply with funding obligations generally, or has made a public statement to the effect that it does not intend or is unable to comply with its funding obligations under this Agreement or generally under other agreements in
which it commits to extend credit; 

  

	 	1.1.50.3	has failed, within 2 Banking Days after request by the Agent (or in the case of a Defaulting Lender under the Finnvera Term Facility, the Finnvera Facility Agent), to
confirm that it will comply with its funding obligations under this Agreement (including Sections 4.2 and 4.3); 

  

	 	1.1.50.4	has otherwise failed to pay over to the Agent (or in the case of a Defaulting Lender under the Finnvera Term Facility, the Finnvera Facility Agent) or any other Lender
any other amount required to be paid by it under this Agreement within 3 Banking Days of the date when due, unless payment is the subject of a good faith dispute; 


 

	 	1.1.50.5	has become or is insolvent, is deemed to be insolvent, or is controlled by a Person that has become or is insolvent or deemed to be insolvent; or


  

	 	1.1.50.6	has itself or is controlled by a Person that has (i) become the subject of a bankruptcy or insolvency proceeding, (ii) had a receiver, conservator, trustee,
administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or custodian, appointed for it, or (iii) taken any action in furtherance of, or indicating its consent to,
approval of or acquiescence in any such proceeding or appointment; 

 provided that, for the avoidance of doubt, a
Lender shall not be a Defaulting Lender solely by virtue of the ownership, control or acquisition of any Equity Interest in or control of such Lender by a Governmental Authority. 

  
 12.









 1.1.51 “Derivative Instrument” means an agreement entered into from time
to time by a Person in order to control, fix or regulate currency exchange fluctuations, or the rate of interest payable on borrowings, including a rate swap transaction, basis swap, forward rate transaction, commodity swap, commodity option, equity
or index equity swap, equity or index equity option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency
option or any other similar transaction (including any option with respect to any of these transactions and any combination of these transactions). 
 1.1.52 “Derivative Obligations” means the Hedging Exposure and all other obligations of the Borrower to one or more Revolving Facility Lenders under Derivative Instruments. 

1.1.53 “Designated Period” means, with respect to a BA Advance, a period designated by the Borrower in accordance with
Sections 6.1 and 6.4. 
 1.1.54 “Disbursement Period” means, with respect to (a) the Revolving Facility,
the period from the Original Closing Date until the expiry of the Term, subject to satisfying the applicable conditions precedent set out in Article 10, and (b) the Finnvera Term Facility, the “Availability Period” as defined in
Schedule “P” hereof. 
 1.1.55 “Discount Note” means a non-interest bearing promissory note
denominated in Canadian Dollars issued by the Borrower to a Revolving Facility Lender or a sub-participant which is a Non-BA Lender (as defined in subsection 6.1.2(b)), such note to be in the form normally used by such Lender or sub-participant.

 1.1.56 “EBITDA” means, with respect to any Person or the Relevant Group during a financial period, earnings
before non-controlling interests, earnings from equity-accounted investments, extraordinary items, non-recurring gains or losses on debt extinguishment and asset sales and restructuring, Interest Expense, Taxes (to the extent taken into account for
the purposes of determining net income), depreciation and amortization, foreign exchange translation gains or losses not involving the payment of cash, other non-cash financial charges, reconnection costs, subscribers’ subsidies revenues net of
related costs, and deferred installation revenues net of related costs without taking into account any goodwill adjustments, calculated in accordance with GAAP; for greater certainty, there shall be excluded from the calculation of EBITDA, to the
extent included in such calculation, (a) the amount of any income or expense relating to Back-to-Back Securities, and (b) the EBITDA from any Subsidiary that is not a member of the Relevant Group except to the extent of the cash dividends
or other distributions received from such Subsidiary that is not a member of the Relevant Group, net of any reinvestments by the Relevant Group in such Subsidiary. 

  
 13.









 EBITDA shall (A) exclude the EBITDA of (a) any Person and (b) every
division, line of business or group of operating assets used in carrying on a distinct business (collectively called an “Operating Business”) that (in the case of either (a) or (b) above) no longer belong to a member of
the Relevant Group (a “Former Contributor”) on the last day of such period which would otherwise be included in such results of operations of the Borrower because such Former Contributor or Operating Business, as the case may be,
has been disposed of during such period; and (B) include the EBITDA for such period of each Person and of every Operating Business that, during such period, became (or, in the case of an Operating Business, became part of) a member of the
Relevant Group and which is (or is comprised within) a member of the Relevant Group on the last day of such period on a pro forma basis for such period, based on audited historical results of operations, or, if unavailable, reasonable
projections satisfactory to the Agent. 
 1.1.57 “Eligible Assignee” means (a) a Lender, (b) an
Affiliate of a Lender, (c) an Approved Fund, and (d) any other Person (other than a natural person), in respect of each of which the consent of any party whose consent is required by Section 16.2.1 has been obtained; provided
that notwithstanding the foregoing, “Eligible Assignee” shall not include any member of the VL Group or any Affiliate thereof. 
 1.1.58 “Environmental Laws” means all applicable Canadian and other applicable jurisdictions’ federal, state, provincial, local and other foreign statutes and codes or regulations,
rules or ordinances issued, promulgated or approved thereunder, as well as all other Applicable Laws, and all common laws under which environmental liabilities can arise, now or hereafter in effect (including those with respect to asbestos or
asbestos-containing material or exposure to asbestos or asbestos-containing material, urea formaldehyde foam insulation, transformers or other equipment that contain dielectric fluid containing regulated levels of polychlorinated biphenyls, and
radon gas), to the extent relating to pollution or protection of the environment and public health and relating to (a) emissions, discharges, releases or threatened releases of pollutants, contaminants, chemicals or industrial toxic or
hazardous constituents, substances or wastes (including any Hazardous Substance, petroleum including crude oil or any fraction thereof, any petroleum product or other waste, chemicals or substances regulated by any such statute, codes, regulations,
rules or ordinances) into the environment (including ambient air, surface water, ground water, land surface or subsurface strata), and (b) the manufacture, processing, distribution, use, generation, treatment, storage, disposal, transport or
handling of any Hazardous Substance, petroleum including crude oil or any fraction thereof, any petroleum product or other waste, chemicals or substances regulated by any such statute, codes, regulations, rules or ordinances, and
(c) underground storage tanks and related piping, and emissions, discharges and releases or threatened releases therefrom. 

1.1.59 “Equity Interests” means, with respect to any Person, all shares, interests, units, participations or other
equivalent equity interests (however designated, whether voting or non-voting) of such Person’s capital, whether now 

  
 14.









 
outstanding or issued after the Closing Date, including common shares, preferred shares, membership interests in a limited liability company, limited or general partnership interests in a
partnership, trust units, or any other equivalent of such ownership interests. 
 1.1.60 “Equivalent Amount”
has the meaning ascribed to it in Section 15.2. 
 1.1.61 “Event of Default” means one or more of the
events described in Section 14.1, as well as one or more of the Events of Default as described in Section 9 of Schedule “P”. 
 1.1.62 “Excess Cash Flow” means, with respect to the Relevant Group, the EBITDA calculated as at the end of each financial quarter, plus an amount equal to any spread paid to a member of
the Relevant Group resulting from Back-to-Back Securities, to the extent not previously included in EBITDA, and less: 
  

	 	1.1.62.1	the amount of Taxes paid or otherwise due during the period in question; 

  

	 	1.1.62.2	the amount of any Interest Expense paid in cash (and not accrued); however, for the purposes of this definition alone, “Interest Expense” shall include all
fees and expenses relating to any Offering and premiums paid to retire Debt, except to the extent that the fees and expenses in question are paid for out of the proceeds of such Offering and not out of the Relevant Group’s cash flow;


  

	 	1.1.62.3	the amount of all voluntary prepayments of Debt, other than (a) payments under the Revolving Facility, (b) voluntary prepayments using the proceeds of Asset
Dispositions and Offerings, and (c) voluntary prepayments of the QMI Subordinated Debt made in accordance with Section 13.9 hereof; 

  

	 	1.1.62.4	the amount of extraordinary items not included in earnings but which required the payment of cash; 


 

	 	1.1.62.5	the amount of any mandatory principal repayment of Debt that is permitted hereunder; and 


 

	 	1.1.62.6	 the amount of Capital Expenditures (adjusted for the inclusion of reconnection costs, video rental inventories, deferred charges in connection with
subscriber subsidies, reclassification of telephony modems and the proceeds from disposal of subscriber equipment) made during such 



  
 15.










	 	
period that has not been financed separately out of (i) the proceeds of Debt permitted hereunder; (ii) equity obtained after the date hereof; or (iii) the Net Proceeds arising out
of Asset Dispositions made during the period; 

 provided, however, that no amount will be so deducted if such
amount has already been deducted from EBITDA. 
 1.1.63 “Excluded Taxes” means, with respect to the Agent, any
Lender (which term, for the avoidance of doubt, shall include the Issuing Lender and the Swing Line Lender when used in this definition of “Excluded Taxes”) or any other recipient of any payment to be made by or on account of any
obligation of the Borrower hereunder, (a) Taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof)
under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, (b) any branch profits taxes or any similar Tax imposed by any
jurisdiction in which the Agent or such Lender is located and (c) in the case of a Foreign Lender (other than (i) a Foreign Lender that is a party hereto on the Closing Date, (ii) an Assignee pursuant to a request by the Borrower
under Section 7.5.2, (iii) an Assignee pursuant to an Assignment made when an Event of Default has occurred and has not been waived or (iv) any other Assignee to the extent that the Borrower has expressly agreed that any withholding
tax shall be an Indemnified Tax), any withholding tax that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party hereto (or designates a new lending office) or is attributable to such Foreign
Lender’s failure or inability (other than as a result of a Change in Law) to comply with Section 7.3.5, except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new lending
office (or assignment), to receive additional amounts from the Borrower with respect to such withholding tax pursuant to Section 7.3. For greater certainty, for purposes of item (c) above, a withholding tax includes any Tax that a Foreign
Lender is required to pay pursuant to Part XIII of the Income Tax Act (Canada) or any successor provision thereto. 

1.1.64 “Facility” means the Revolving Facility or the Finnvera Term Facility, and “Facilities” means
both of them. 
 1.1.65 “Federal Funds Effective Rate” means, for any period, a fluctuating interest rate per
annum equal, for each day during such period, to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by Federal Funds brokers as published for such day (or, if such day is not
a Banking Day, for the immediately preceding Banking Day) by the Federal Reserve Bank of New York or, for any day on which such rate is not so published for such day by the Federal Reserve Bank of New York, the average of the quotations for such day
for such transactions received by the Agent 

  
 16.









 
from three Federal Funds brokers of recognized standing selected by the Agent. If for any reason the Agent shall have determined (which determination shall be conclusive, absent manifest error)
that it is unable to ascertain the Federal Funds Effective Rate for any reason, including without limitation, the inability or failure of the Agent to obtain sufficient bids or publications in accordance with the terms hereof, Royal Bank of
Canada’s announced US Base Rate will apply. 
 1.1.66 “Fees” means the Revolving Facility Fees and the
Finnvera Fees. 
 1.1.67 “Finnvera Facility Agent” has the meaning ascribed to it in Schedule “P”.

 1.1.68 “Finnvera Facility Lender” means a “Tranche A Lender”, as such term is defined in Schedule
“P”. 
 1.1.69 “Finnvera Fees” means the “Tranche A Fees”, the Commitment Fees and the
Finnvera Handling Fee, as such terms are defined in Schedule “P”. 
 1.1.70 “Finnvera Term Facility”
means the Facility under which the portion of the Credit described in subsection 2.1.2 is available, which Facility is more fully described in Schedule “P”. 
 1.1.71 “First Currency” has the meaning ascribed to it pursuant to Section 15.1. 
 1.1.72 “Foreign Lender” means any Lender that is not organized under the laws of the jurisdiction in which the Borrower is resident for tax purposes and that is not otherwise considered
or deemed to be resident for income tax or withholding tax purposes in the jurisdiction in which the Borrower is resident for tax purposes by application of the laws of that jurisdiction. For purposes of this definition, Canada and each Province and
Territory thereof shall be deemed to constitute a single jurisdiction and the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction. 

1.1.73 “Generally Accepted Accounting Principles” or “GAAP” means the generally accepted accounting
principles in effect in Canada from time to time, consistently applied, and including for greater certainty IFRS as and from its implementation in Canada effective January 1, 2011. 

1.1.74 “Governmental Authority” means the government of Canada or any other nation, or of any political subdivision
thereof, whether provincial, state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or
pertaining to government, including any supra-national bodies such as the European Union, the Bank for International Settlements or the European Central Bank and including a Minister of the Crown, Superintendent of Financial Institutions or other
comparable authority or agency. 

  
 17.









 1.1.75 “Guarantees” by any Person means all obligations (other than
endorsements in the ordinary course of business of negotiable instruments for deposit or collection) of such Person guaranteeing, or in effect guaranteeing, any Indebtedness, dividend or other obligation of any other Person (the “Primary
Obligor”) in any manner, whether directly or indirectly, including all obligations incurred through an agreement, contingent or otherwise, by such Person: (a) to purchase such Indebtedness or obligation or any property or assets
constituting security therefor, (b) to advance or supply funds (i) for the purchase or payment of such Indebtedness or obligation, or (ii) to maintain working capital or other balance sheet condition or otherwise to advance or make
available funds for the purchase or payment of such Indebtedness or obligation against loss, (c) to lease property or to purchase securities or other property or services primarily for the purpose of assuring the owner of such Indebtedness or
obligation, or (d) otherwise to assure the owner of the Indebtedness or obligation of the Primary Obligor against loss in respect thereof. For the purposes of all computations made under this Agreement, a Guarantee in respect of any
Indebtedness for borrowed money, and a Guarantee in respect of any other obligation or liability or any dividend, shall be deemed to be Indebtedness equal to the maximum aggregate amount of such obligation, liability or dividend, unless the
Guarantee is limited in amount, in which case such limit shall be used for such computation. 
 1.1.76
“Guarantors” means Le SuperClub Vidéotron ltée, Videotron US Inc., 9227-2590 Quebec Inc., 9230-7677 Quebec Inc., Videotron G.P., Videotron L.P., Vidéotron Infrastructures Inc., Jobboom Inc., and, subject to the
provisions of Section 9.3, all of the wholly-owned Subsidiaries of the Borrower and the Guarantors created or acquired after the Closing Date. A list of the Guarantors and of all of the members of the VL Group as of the Closing Date is provided
in Schedule “L” hereto. 
 1.1.77 “Hazardous Substances” shall mean any (a) substance, waste,
liquid, gaseous or solid matter, fuel, micro-organism, sound, vibration, ray, heat, odour, radiation, energy vector, plasma and organic or inorganic matter which may alter and diminish or deteriorate the quality of the environment, or which by
reason of its qualities is a hazard to health or to the environment, or is or is deemed to be, alone or in any combination, hazardous, hazardous waste, hazardous material, toxic, a pollutant, a deleterious substance, a contaminant or a source of
pollution or contamination under any applicable Environmental Laws; and (b) any other chemical, material or substance, exposure to which is prohibited, limited or regulated by any Governmental Authority. 

1.1.78 “Hedging Exposure” means the aggregate amount that would be payable to all Persons by the Relevant Group on the
date of determination pursuant to (a) Section 6(e)(i)(3) of each ISDA Master Agreement entered into using the 1992 ISDA Master Agreement and (b) Section 6(e)(i) of each ISDA Master


  
 18.









 
Agreement entered into using the 2002 ISDA Master Agreement, between the Borrower and such Persons as if all Derivative Instruments under such ISDA Master Agreements were being terminated on that
day; provided that, for the purpose of such determination, with respect to the Derivative Instruments between each Lender and the Borrower entered into using (w) the 1992 ISDA Master Agreement, each Lender will be deemed to be the
Non-defaulting Party (as such term is defined in the ISDA Master Agreement) and will determine Market Quotation (as such term is defined in the ISDA Master Agreement) using its estimates at mid-market of the amounts that would be paid for
Replacement Transactions (as such term is defined in the 1992 ISDA Master Agreement), and (x) the 2002 ISDA Master Agreement, each Lender will be deemed to be the Non-defaulting Party (as such term is defined in the ISDA Master Agreement) and
will determine the Close-Out Amount (as such term is defined in the ISDA Master Agreement). 
 1.1.79 “IFRS”
means the International Financial Reporting Standards (formerly known as the International Accounting Standards), as set and promoted by the International Accounting Standards Board (formerly known as the International Accounting Standards
Committee) and implemented in Canada through the Accounting Recommendations in the Handbook of the Canadian Institute of Chartered Accountants. 
 1.1.80 “Immaterial Subsidiary” means any wholly-owned Subsidiary of the Borrower that holds less than 1.5% of (a) the Adjusted Consolidated EBITDA on a rolling four-quarter basis,
and (b) the Adjusted Consolidated assets, of the VL Group, provided that the aggregate EBITDA, on a rolling four-quarter basis, and assets held by all of the Immaterial Subsidiaries cannot at any time exceed 3% of the (i) Adjusted
Consolidated EBITDA on a rolling four-quarter basis, or (ii) Adjusted Consolidated assets of, in each case, the VL Group. 

1.1.81 “Indebtedness” of any Person means (without duplication) all obligations of such Person which in accordance with
GAAP should be classified upon a balance sheet of such Person as liabilities of such Person, and in any event includes all Debt of such Person. 
 1.1.82 “Indemnified Taxes” means all Taxes other than Excluded Taxes. 
 1.1.83 “Interest Coverage Ratio” means, for any period, the ratio of EBITDA to Interest Expense for such period. 
 1.1.84 “Interest Expense” for any period means all interest and all amortization of debt discount and expense on any particular Indebtedness for which such calculations are being made in
respect of the Relevant Group, excluding (a) fees and expenses relating to any Offering of Debt and premiums paid to retire Debt, (b) interest on the Back-to-Back Debt to the extent offset by an equal amount of dividends on the
Back-to-Back Preferred Shares, (c) interest not paid in cash or other assets of the Relevant Group on the QMI Subordinated Debt, including the 

  
 19.









 
interest component of Capital Leases, and discounts and fees payable in respect of bankers’ acceptances or accounts receivable sold in connection with any asset securitization program
approved by the Lenders. 
 In circumstances where the proceeds of disposition of a Former Contributor (as defined in the
definition of “EBITDA”) or its property, or of an Operating Business, (as defined in the definition of “EBITDA”) have been used to permanently repay Debt during such period, for the purpose of calculating Interest
Expense, the amounts so repaid shall be deducted from the Debt of the Relevant Group on which the calculation of Interest Expense for such period would otherwise have been made, and Interest Expense shall be reduced accordingly on a pro forma
basis. Similarly, in circumstances where Debt of the Relevant Group was incurred or assumed in connection with the acquisition of a Person or Operating Business (as defined in the definition of “EBITDA”), the amounts so incurred
or assumed shall be added to the Debt of the Relevant Group on which the calculation of Interest Expense for such period would otherwise have been made, and Interest Expense shall be increased accordingly on a pro forma basis. 

1.1.85 “Investments” means all investments, in cash or by delivery of property, made directly or indirectly in any
Person, whether by acquisition of shares of capital stock, Indebtedness or other obligations or securities or by loan, advance, capital contribution or otherwise; provided, however, that “Investments” shall not mean or include
investments in cash or Cash Equivalents or routine investments in inventory, equipment and supplies to be used or consumed, or trade credit granted, in the ordinary course of business. 

1.1.86 “ISDA Master Agreement” means either the ISDA Master Agreement (Multi-Currency - Cross Border - 1992) (the
“1992 ISDA Master Agreement”) or the ISDA 2002 Master Agreement (the “2002 ISDA Master Agreement”), each as published by the International Swaps and Derivatives Association, Inc. and, where the context permits or
requires, includes all schedules, supplements, annexes and confirmations attached thereto or incorporated therein, as such agreement may be amended, supplemented or replaced from time to time. 

1.1.87 “Issuing Lender” means each or all of (a) the Lender(s) selected by the Borrower and accepted by such
Lender(s), for which the Agent has been advised that such Lender(s) will be the issuer of Letters of Credit (in that capacity), and (b) the Swing Line Lender as the issuer of Letters of Credit under the Swing Line Commitment (in that capacity),
or any successor issuers of Letters of Credit. For greater certainty, where the context permits, references to “Lenders” herein include the Issuing Lender. 
 1.1.88 “Joinder Agreement” means an agreement substantially in the form of Schedule “O”. 
 1.1.89 “LC Fees” has the meaning ascribed to such term in subsection 4.2.2. 

  
 20.









 1.1.90 “Lender” or “Lenders” means the Revolving Facility
Lenders listed in Schedule “A” and the Lenders under the Finnvera Term Facility listed in Schedule “A”, together with any Assignee(s) and Tranche A Assignee(s) (as such term is defined in Schedule “P”), or, as the
context permits, any of them alone. When used in connection with “Derivative Instruments”, the term “Lender” shall include any Affiliate of a Revolving Facility Lender. When used in connection with the Security, the term
“Lender” shall include any counterparty to a Derivative Instrument, provided that the counterparty was a Revolving Facility Lender or an Affiliate of a Revolving Facility Lender at the time any such Derivative Instrument was entered into.

 1.1.91 “Letter of Credit” means any stand-by letter of credit or letter of guarantee issued by the Issuing
Lender in accordance with the provisions hereof, and includes any stand-by letter of credit or letter of guarantee issued by the Issuing Lender in connection with the Spectrum Auction and Purchase in accordance with the provisions hereof.

 1.1.92 “Leverage Ratio” means, as of any date of determination, the ratio of Debt (excluding the QMI
Subordinated Debt) of the Relevant Group as of such date to EBITDA for the preceding four quarters ending on such date. 

1.1.93 “Licences” means all licences, permits and authorizations issued to the VL Group by the CRTC pursuant to the
Broadcasting Act (Canada) and the orders, rules, regulations and directions promulgated pursuant to such Act. 
 1.1.94
“Loan Documents” means this Agreement, the Security Documents, any Derivative Instruments entered into with one or more Revolving Facility Lenders or any of their respective Affiliates, and any undertaking or other agreement
executed in connection with this Agreement. 
 1.1.95 “Loan Obligations” means all obligations of the VL Group
to the Agents and Lenders under or in connection with the Loan Documents (provided that “Loan Obligations” shall not include “Derivative Obligations”), including the aggregate of Advances outstanding under this Agreement (and
further including the face amount of any Bankers’ Acceptances and all reimbursement obligations under subsection 4.2.3 in respect of Letters of Credit issued in accordance with the provisions hereof), together with interest thereon (including,
without limitation, interest accruing after the maturity of the Advances due under any Facility hereunder and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding,
relating to a member of the VL Group, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) and all other debts and liabilities, present or future, direct or indirect, absolute or contingent, matured or not,
at any time owing by the VL Group to the Agents and Lenders in any currency under or in connection with the Loan Documents, and all interest, Fees, fees, commissions, legal and other costs, charges and expenses incurred under or in connection with
the Loan Documents. In this definition, “the Agents and Lenders” means “the Agents and Lenders, or any of them”. 

  
 21.









 1.1.96 “Majority Lenders” means Lenders having at least 51% of the
Commitments. 
 1.1.97 “Margin” means, for Prime Rate Advances, US Base Rate Advances, Stamping Fees, LC Fees
and Standby Fees, under the Revolving Facility, the following annual percentages depending on the then-applicable Leverage Ratio (“x” in the table below), determined at the times and in the manner set out below the table: 

 

													
	 Leverage Ratio
	  	Standby Fee	 	 	Prime Rate/US Base Rate
plus	 	 	Stamping Fees / LC
Fees	 
				
	 x 34.25
	  	 	0.7500	% 	 	 	2.00	% 	 	 	3.00	% 
				
	 4.25> x 33.25
	  	 	0.6875	% 	 	 	1.75	% 	 	 	2.75	% 
				
	 3.25> x 32.75
	  	 	0.6200	% 	 	 	1.50	% 	 	 	2.50	% 
				
	 2.75> x 32.25
	  	 	0.4750	% 	 	 	1.00	% 	 	 	2.00	% 
				
	 2.25> x 31.75
	  	 	0.3950	% 	 	 	0.75	% 	 	 	1.75	% 
				
	 x < 1.75
	  	 	0.3375	% 	 	 	0.50	% 	 	 	1.50	% 

 Each change resulting from a change in the Leverage Ratio shall be effective with respect to all
outstanding Loan Obligations retroactively from the first day of each fiscal quarter of the Borrower, and shall be based on the financial statements and Compliance Certificates required by subsections 12.15.1 and 12.15.2, as applicable, and the
Leverage Ratio derived from such financial statements. Thus, the financial statements and Compliance Certificates which shall be delivered 60 days after quarter-end and 75 days after year-end (based on unaudited results and subject to readjustment
upon delivery of a second Compliance Certificate in accordance with the provisions of subsection 12.15.2(b)) will be used to calculate the Leverage Ratio applicable from the first day of the quarter in which such financial statements and Compliance
Certificates were to be delivered. For example, the financial statements and Compliance Certificates to be delivered in respect of the quarter ending May 31 of any year of the Term shall be delivered by July 30 of that year, and shall be
used to calculate the Leverage Ratio for the period from June 1 of that year to August 31 of that year. If, as a result of an increase in the Leverage Ratio, the Margin has increased, the Agent will advise the Borrower and the Lenders and
the Borrower will pay all additional amounts that may be due to the Lenders within 2 Business Days of being advised of the amount due. If, as a result of a reduction in the Leverage Ratio, the Margin has been reduced, the Agent shall advise the
Borrower and the Lenders and the amounts owed to the Borrower (a) will be deducted from 

  
 22.









 
the Stamping Fees otherwise payable in the case of a BA Advance, on the next Rollover Date of the relevant BA Advance, or (b) in the case of Prime Rate Advances, will be deducted from the
interest otherwise payable by the Borrower on the next interest payment date contemplated by Section 5.2, or (c) in the case of Letters of Credit, will be deducted from the LC Fees otherwise payable by the Borrower on the next LC Fee
payment date contemplated by Section 4.2.2, and (d) if no interest or Stamping Fees are payable during that period, the Lenders shall remit the necessary amounts to the Agent for payment to the Borrower. 

1.1.98 “Market Disruption Event” has the meaning ascribed to it in Section 7.6. 

1.1.99 “Market Disruption Prime Rate” means the average of the Prime Rates of the Market Disruption Reference Lenders,
calculated as set out in the definition of “Prime Rate” as if each such Market Disruption Reference Lender was the bank referred to in such definition; provided that such Market Disruption Prime Rate shall not exceed the Prime Rate (as
defined herein) at such time by more than 0.50%. 
 1.1.100 “Market Disruption Reference Lenders” means, for
the purposes of Section 7.6, Royal Bank of Canada, The Toronto-Dominion Bank and Bank of America, N.A., Canada Branch. 

1.1.101 “Market Disruption US Base Rate” means the average of the US Base Rates of the Market Disruption Reference
Lenders, calculated as set out in the definition of “US Base Rate” as if each such Market Disruption Reference Lender was the bank referred to in such definition; provided that such Market Disruption US Base Rate shall not exceed the US
Base Rate (as defined herein) at such time by more than 0.50%. 
 1.1.102 “Material Adverse Change” means
(i) a material adverse change in the business, assets, liabilities, financial position, operating results or business prospects of the VL Group, taken as a whole, or (ii) a material adverse change in the ability of the Borrower and the
Guarantors to perform any of their material obligations hereunder or under the Security Documents, or (iii) the impairment, in any material respect, of the validity or enforceability of this Agreement or the Security Documents or of the rights
and remedies of the Agents or the Lenders hereunder or under the Security Documents. 
 1.1.103 “Net Proceeds”
means the gross amount of proceeds payable in cash or Cash Equivalents arising from any Asset Disposition, less (a) amounts payable to discharge or radiate Permitted Charges on the assets being disposed of, (b) the amount of Taxes arising
from each such Asset Disposition and which cannot be offset against losses, depreciation or otherwise such that same must actually be paid in cash, and (c) reasonable out-of-pocket costs, fees and expenses incurred in connection with such Asset
Disposition, including commissions but excluding any amounts paid to Affiliates. 

  
 23.









 1.1.104 “Notice of Borrowing” means, (i) with respect to the
Revolving Facility, a notice substantially in the form of Schedule “B” transmitted to the Agent by the Borrower in accordance with the provisions of Section 4.1, or of subsection 6.1.1, and (ii) with respect to the Finnvera Term
Facility, a Tranche A Notice of Borrowing, as defined in Schedule “P”. 
 1.1.105 “Offering” means
any public or private offering of Equity Interests or Debt permitted hereunder. 
 1.1.106 “Original Closing
Date” means November 28, 2000. 
 1.1.107 “Other Taxes” means all present or future stamp or
documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this
Agreement or any other Loan Document. 
 1.1.108 “Péladeau Group” means any (i) individual who is
related by blood, adoption or marriage to the late Pierre Péladeau; (ii) any trust (whether testamentary or otherwise) the beneficiaries of which are all individuals described in (i); or (iii) any corporation or partnership which is
controlled, directly or indirectly, by one or more individuals referred to in (i) or a trust referred to in (ii), or any combination thereof. 
 1.1.109 “Permitted Charges” means the Charges created by the Security Documents and, with respect to any Person: 

 

	 	1.1.109.1	 any Charge created by law that is assumed in the ordinary course of business and in order to exercise same, which, in the case of construction Charges
in favour of contractors, sub-contractors, workmen, suppliers of materials, engineers and architects, has not at such date been registered in accordance with Applicable Law against such Person, which relates to obligations which are not yet due or
delinquent, which is not related to any loan of money or obtaining of credit and which, in the aggregate, do not affect in a material way the use, the income or the benefits flowing from the property so charged in the conduct of the business of such
Person; any Charge resulting from judgments or decisions which such Person has, at such date, appealed or in respect of which it has sought revision and obtained a suspension of execution pending the appeal or the revision; any Charge




  
 24.










	 	
for Taxes, assessments or governmental claims or other impositions not yet due or matured or in respect of which the validity at such date has been contested in good faith by such Person before a
Governmental Authority in accordance with the provisions of Section 12.7; or which relates to a deposit of monies or securities in the ordinary course of business with respect to any Charge referred to in this paragraph, or to secure
workmen’s compensation, surety or appeal bonds or security for costs of litigation; or any Charge in favour of a landlord on movable or personal property to secure the payment of rent and other amounts owing under leases for immovable or real
property, provided the Charge is limited to property situated on the leased premises; 

  

	 	1.1.109.2	any right of a municipality or other Governmental Authority pursuant to any lease, license, franchise, grant or permit obtained by such Person, or any right resulting
from a legislative provision, to terminate such lease, license, franchise, grant or permit, or requiring an annual or periodic payment as a condition of its extension; 


 

	 	1.1.109.3	Charges in favour of a municipality, public utility or other Governmental Authority, or which may be imposed by one or the other, when required by such body or
authority with respect to the operations of such Person or in the ordinary course of its business; 

  

	 	1.1.109.4	Charges granted in favour of municipal authorities or public utilities on immovables acquired from time to time by such Person which do not adversely affect the value
or marketability of such Person’s immovable property in any material respect; 

  

	 	1.1.109.5	title defects, homologated lines, zoning and building by-laws, ordinances, regulations and other governmental restrictions on the use of property, or servitudes,
easements or other similar encumbrances, provided that none of the foregoing adversely affect the value or marketability of such Person’s immovable property in any material respect; 


 

	 	1.1.109.6	 Charges (i) under any Capital Lease or Synthetic Lease, and (ii) to secure the payment of the purchase price incurred in connection with the
acquisition of assets, in each case to be used in carrying on the Core Business, 



  
 25.










	 	
including Charges existing on such assets at the time of the acquisition thereof or at the time of the acquisition by a member of the VL Group of any business entity then owning such assets,
whether or not such existing Charges were given to secure the payment of the purchase price of the assets to which they attach, provided that such Charges are limited to the assets purchased and that the amount guaranteed by such Charges does not
exceed 100% of the acquisition price of the assets so acquired, and, in the aggregate for (i) and (ii) above, shall not exceed, at the time of incurrence, the greater of (a) 5% of Shareholders Equity and (b) $50,000,000,
outstanding at any time; 

  

	 	1.1.109.7	bankers’ liens, rights of set-off or similar rights to deposit accounts or the funds maintained with a credit or deposit-taking institution; and


  

	 	1.1.109.8	other Charges, not ranking in priority to the Security, incurred in the ordinary course of the Core Business, in an aggregate amount not at any time exceeding
$50,000,000. 

 1.1.110 “Person” means a legal person, a natural person, a joint venture, a
partnership, a trust, an entity without juridical personality, a Governmental Authority or any ministry, organization or intermediary of such Governmental Authority. 
 1.1.111 “Prime Rate” means, on any day, the reference rate of interest, expressed as an annual rate, publicly announced or posted from time to time by the Lender then acting as Agent (or,
in the case of Swing Line Advances, the Swing Line Lender) as being its reference rate then in effect for determining interest rates on demand commercial loans granted in Canada in Canadian Dollars to its clients (whether or not any such loans are
actually made); provided that in the event that the Prime Rate is, at any time, less than the average one month Bankers’ Acceptance rate quoted on Reuters Service, page CDOR, as at approximately 10:00 a.m. on such day plus 1% (the “BA
Rate”), “Prime Rate” shall be equal to the BA Rate. 
 1.1.112 “Prime Rate Advance” means,
at any time, the portion of the Advances in Canadian Dollars with respect to which the Borrower has chosen, or, in accordance with the provisions hereof, is obliged, to pay interest on the Prime Rate Basis. 

1.1.113 “Prime Rate Basis” means the basis of calculation of interest on the Prime Rate Advances, or any part thereof,
made in accordance with the provisions of Sections 5.1 and 5.2. 

  
 26.









 1.1.114 “Proceeds of Crime Act” means the Proceeds of Crime (Money
Laundering) and Terrorist Financing Act (Canada) and the regulations promulgated thereunder. 
 1.1.115 “Quebecor
Media Release” means the release on the Closing Date by the Agents and the Lenders of the limited recourse Guarantee and the second-ranking pledge of the shares of the Borrower provided by Quebecor Media Inc. on or about the Original
Closing Date. 
 1.1.116 “QMI Subordinated Debt” has the meaning ascribed to it in Section 13.7.

 1.1.117 “Relevant Group” means: 
 (a) when used for the purposes of Article 12 (other than Section 12.11 and subsection 12.15.3(b)), Article 13 (other than Section 13.4) and Article 14, including to the extent used in any
defined term used therein (or any defined term used within such definitions or any component thereof), the VL Group, and 
 (b)
when used for the purposes of Section 12.11, subsection 12.15.3(b) or Section 13.4, including to the extent used in any defined term used therein (or any defined term used within such definitions or any component thereof), 

(i) the VL Group on an Adjusted Consolidated basis if, at the relevant time, (x) the Adjusted Consolidated (A) EBITDA on a
rolling four-quarter basis, or (B) assets (excluding Back-to-Back Securities), or (C) Debt, in each case, of the VL Group, is less than 95% of, as applicable, (y) the EBITDA on a rolling four-quarter basis, or the assets (excluding
Back-to-Back Securities), or the Debt, in each case of the Borrower on a consolidated basis, or 
 (ii) otherwise, the Borrower
on a consolidated basis. 
 Accordingly, assets, EBITDA, Debt, and Excess Cash Flow shall be calculated on an Adjusted
Consolidated basis when such terms apply to the VL Group and on a consolidated basis when such terms apply to the Borrower. 

1.1.118 “Required Lenders-Acceleration” means Lenders holding at least 51% of the Loan Obligations. 

1.1.119 “Requisite Disruption Lenders” means, at any time, Revolving Facility Lenders representing at such time more
than 35% of the Commitments under the Revolving Facility at such time. 
 1.1.120 “Revolving Facility” means
the Facility under which the portion of the Credit described in subsection 2.1.1 is available. 

  
 27.









 1.1.121 “Revolving Facility Fees” means the fees payable to the Agent and
to the Revolving Facility Lenders, as set out in Section 5.7. 
 1.1.122 “Revolving Facility Lender” means
a Lender having a Commitment under the Revolving Facility. 
 1.1.123 “Rollover Date” means, with respect to a
BA Advance, the date of any such Advance, or the first day of any Designated Period. 
 1.1.124 “Second
Currency” has the meaning ascribed to it pursuant to Section 15.1. 
 1.1.125 “Security
Documents” means all of the security documents described in Article 9, and “Security” means the security created thereby. 
 1.1.126 “Selected Amount” means, with respect to a BA Advance, the amount of the Advances in Canadian Dollars which the Borrower has asked to obtain by the issuance of Bankers’
Acceptances in accordance with Section 6.1. 
 1.1.127 “Shareholders Equity” means, with respect to the VL
Group at any time and calculated on an Adjusted Consolidated basis, the amount of paid-up capital in respect of all issued and fully-paid and non-assessable shares of share capital, together with the contributed surplus, retained earnings and
translation adjustment (if applicable), all as otherwise calculated in accordance with GAAP. 
 1.1.128 “Share
Pledge” has the meaning ascribed to it in subsection 9.1.2. 
 1.1.129 “Solvency Certificate” means a
certificate attesting that a Person is Solvent, delivered in accordance with the provisions of Section 13.6. 
 1.1.130
“Solvent” means, with respect to any Person, as of any date of determination, that such Person is not an “insolvent person”, as defined in the Bankruptcy and Insolvency Act (Canada), a “debtor company”, as
defined in the Companies’ Creditors Arrangement Act (Canada), and is not insolvent under any analogous defined term as used in any other Applicable Laws. 
 1.1.131 “Spectrum Auction and Purchase” means any process by Industry Canada, the CRTC or another Governmental Authority in connection with the auction of spectrum licences for advanced
wireless services and other spectrum to be used in the Core Business. 
 1.1.132 “Stamping Fees” means, with
respect to BA Advances, including BA Advances made by way of Discount Notes, the fee calculated by (a) multiplying the percentage referred to in the definition of “Margin” by the face amount of the Bankers’ Acceptances being
issued and stamped in connection with the BA Advance being made, (b) dividing the product so obtained by 365 or, in a leap year, 366, and (c) multiplying the result so obtained by the number of days in the relevant Designated Period.


  
 28.









 1.1.133 “Standby Fee” has the meaning ascribed to it in subsection 5.7.1.

 1.1.134 “Subordinated Debt” means, in respect of any Person, unsecured Debt of such Person that has no
required redemption provisions and matures at least 6 months after the expiry of the Term hereof and that has been subordinated in right of payment to the obligations of the VL Group hereunder and under the Security Documents in form and substance
acceptable to the Lenders and their counsel. 
 1.1.135 “Subsidiary” means any Person in respect of which the
majority of the issued and outstanding capital stock (including securities convertible into voting shares and options to purchase voting shares) granting a right to vote in all circumstances is at the relevant time owned by the Borrower or one or
more of its Subsidiaries, and includes any partnership and limited partnership that would be an Affiliate if it was a corporation. 
 1.1.136 “Swing Line Advances” means a Prime Rate Advance, a US Base Rate Advance or the issuance of a Letter of Credit (in the latter case, subject to prior notice as required by the
Swing Line Lender in accordance with its normal practice) by the Swing Line Lender to the Borrower in an aggregate principal amount outstanding at any time not exceeding the Swing Line Commitment. All Swing Line Advances are available only by way of
Prime Rate Advances, US Base Rate Advances or the issuance of Letters of Credit, and may not be converted into any other form of borrowing. 
 1.1.137 “Swing Line Commitment” means $25,000,000. 
 1.1.138
“Swing Line Lender” means The Toronto-Dominion Bank and any successor thereof appointed pursuant to Section 4.3. For greater certainty, where the context permits, references to “Lenders” herein include the Swing Line
Lender. 
 1.1.139 “Swing Line Loan” means, at any time, the aggregate of the Swing Line Advances outstanding
at any time in accordance with the provisions hereof, together with any other amount in interest and accessory costs payable to the Swing Line Lender by the Borrower pursuant hereto. 

1.1.140 “Synthetic Lease” means any synthetic lease or similar off-balance sheet financing product where such
transaction is considered borrowed money for tax purposes but is classified as an operating lease in accordance with GAAP. 

1.1.141 “Tax Benefit Transaction” means, for so long as the Borrower is a direct or indirect subsidiary of Quebecor Inc.
(“Quebecor”), any transaction between a member of the VL Group and Quebecor or any of its Affiliates, the primary purpose of which is to create tax benefits for any member of the VL Group


  
 29.









 
or for Quebecor or any of its Affiliates; provided, however, that (1) the member of the VL Group involved in the transaction obtains a favourable tax ruling from a competent tax
authority or a favourable tax opinion from a nationally recognized Canadian law or accounting firm having a tax practice of national standing as to the tax efficiency of the transaction for such member of the VL Group; (2) the Borrower delivers
to the Agent (a) a resolution of the board of directors of the Borrower to the effect the transaction will not prejudice the Lenders and certifying that such transaction has been approved by a majority of the disinterested members of such board
of directors and (b) an opinion as to the fairness to such member of the VL Group of such transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing in the United States or
Canada, except in respect of any Tax Benefit Transaction in an amount of less than $1,000,000 each, provided that the aggregate of all Tax Benefit Transactions for amounts of less than $1,000,000 does not exceed $10,000,000 in the aggregate in any
12 month period; (3) such transaction is set forth in writing; (4) such transaction either (a) causes all of the Security creating a Charge on any transferred assets to remain in full force and effect, or (b) provides for the
replacement of such assets by different assets of a value, nature and kind acceptable to each of the Lenders, and which shall in any event be subject to the Security (and the assets so transferred that were previously Charged shall be released); and
(5) the EBITDA is not reduced after giving pro forma effect to the transaction as if the same had occurred at the beginning of the most recently ended four fiscal quarter period of the Borrower for which internal financial statements are
available; provided, however, that if such transaction shall thereafter cease to satisfy the preceding requirements as a Tax Benefit Transaction, it shall thereafter cease to be a Tax Benefit Transaction for purposes of this Agreement and
shall be deemed to have been effected as of such date and, if the transaction is not otherwise permitted by this Agreement as of such date, the Borrower will be in Default hereunder if such transaction does not comply with the preceding requirements
or is not otherwise unwound within 30 days of that date. 
 1.1.142 “Tax Consolidation Transaction” means a
transaction in which (i) a member of the VL Group (the “Initiator”) borrows an amount by way of a daylight loan, (ii) the same amount is then used to lend to another member of the VL Group (“Lossco”) by
way of an interest bearing loan (the “Lossco Loan”), (iii) Lossco subscribes to an equivalent amount of preferred shares of another VL Group member (“Newco”), (iv) Newco lends the same amount by way of an
interest free loan to the Initiator (the “Newco Loan”), and (v) the Initiator reimburses the daylight loan. Subject to the last sentence of this paragraph, interest on the Lossco Loan would accrue on a daily basis and be
payable periodically and at the maturity of the Lossco Loan along with the principal of such loan. Such interest payments and principal repayments would be funded from periodic preferred dividend payments, the redemption of preferred shares and a
preferred dividend payment at the maturity of the Lossco Loan, in each case received from Newco. To fund Newco’s aforesaid dividend payments and share redemptions, the Initiator would make periodic cash contributions to Newco’s contributed
surplus and, at maturity of 

  
 30.









 
the Lossco Loan, would make a cash contribution to Newco’s contributed surplus and reimburse the Newco Loan. For the purposes of the foregoing, the Initiator would borrow by way of daylight
loans the required amounts to pay each contribution and to reimburse the Newco Loan and would reimburse each daylight loan using the proceeds of the interest and principal paid to it under the Lossco Loan. Any lender who is not the Borrower or a
Guarantor shall execute a subordination agreement in favour of the Agent in substantially the form attached hereto as Schedule “N” if at all times during the Tax Consolidation Transaction such lender is an operating entity or has Debt
other than Debt contemplated by the Tax Consolidation Transaction. 
 1.1.143 “Taxes” means all present or
future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto. 

1.1.144 “Term” means, with respect to the Revolving Facility, the period commencing on the Closing Date and terminating
on July 19, 2016, and with respect to the Finnvera Term Facility, the period commencing on November 13, 2009 and terminating on the “Maturity Date” as defined in Schedule “P”. 

1.1.145 “Tranche A Advance” has the meaning ascribed to it in Schedule “P”. 

1.1.146 “Tranche A CDOR Advance” has the meaning ascribed to it in Schedule “P”. 

1.1.147 “Tranche A Designated Period” has the meaning ascribed to it in Schedule “P”. 

1.1.148 “Tranche A LIBOR Advance” has the meaning ascribed to it in Schedule “P”. 

1.1.149 “US Base Rate” means, on any day, the greater of (a) the rate of interest, expressed as an annual rate,
publicly announced or posted from time to time by the Swing Line Lender as being its reference rate then in effect for determining interest rates on demand commercial loans granted in Canada in US Dollars to its clients (whether or not such loans
are actually made); and (b) the Federal Funds Effective Rate plus .50% per annum. 
 1.1.150 “US Base Rate
Advance” means, at any time, the part of the Advances in US Dollars forming part of the Swing Line Loans with respect to which the Borrower has chosen, or, in accordance with the provisions thereof, is obliged, to pay interest on the US
Base Rate Basis. 

  
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 1.1.151 “US Base Rate Basis” means the basis of calculation of interest on
the US Base Rate Advances, or any part thereof, made using the US Base Rate, plus the Margin applicable to Prime Rate Advances. 

1.1.152 “US Dollars” or “US $” means the lawful currency of the United States of America in same day
immediately available funds or, if such funds are not available, the currency of the United States of America which is ordinarily used in the settlement of international banking operations on the day on which any payment or any calculation must be
made pursuant to this Agreement. 
 1.1.153 “VL Group” means, collectively, the Borrower and all of its
wholly-owned Subsidiaries, and a reference to a “member of the VL Group” means any of them; a list of the members of the VL Group as of the Closing Date is provided in Schedule “L” hereto. 

 

	 	1.2	Interpretation 


Unless stipulated to the contrary, the words used herein which indicate the singular include the plural and vice versa and the words
indicating masculine include the feminine and vice versa. In addition, the word “includes” (or “including”) shall be interpreted to mean “includes (or including) without limitation”. Finally, any reference
to a time shall mean local time in the City of Montreal, Province of Quebec. 
  

	 	1.3	Currency 

 Unless
the contrary is indicated, all amounts referred to herein are expressed in Canadian Dollars. 
  

	 	1.4	Generally Accepted Accounting Principles 

 Unless the Lenders and the Borrower shall otherwise expressly agree or unless otherwise expressly provided herein (for example, in connection with the definition of “Adjusted Consolidated”), all
of the terms of this Agreement which are defined under the rules constituting Generally Accepted Accounting Principles shall be interpreted, and all financial statements and reports to be prepared hereunder shall be prepared, in accordance with
Generally Accepted Accounting Principles in effect from time to time. 
 If at any time any change in GAAP would affect any
requirement set forth in any Loan Document, and either the Borrower or the Majority Lenders shall so request, the Agent, the Lenders and the Borrower shall negotiate in good faith to amend such requirement with the intent of having the respective
positions of the Borrower and the Lenders after the coming into force of such change in GAAP conform as nearly as possible to their respective positions under the Credit Agreement immediately prior to January 1, 2011; provided that
(A) until so amended, (i) such requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Agent and the Lenders a reconciliation between calculations of
such requirement made before and 

  
 32.









 
after giving effect to such change in GAAP, and (B) no fees (other than reasonable legal fees incurred by the Lenders to amend any such Loan Document to evidence any such amendment),
premiums, increases in pricing or other costs shall be charged to, or borne by, the Borrower in connection with any such amendment. For greater certainty, it is hereby understood and agreed that any reconciliation between calculations of such
requirement before and after giving effect to such change in GAAP made by or on behalf of the Borrower for purposes of determining compliance with any such requirement set forth in any Loan Document shall be unaudited. However, if it so requires,
the Agent shall be entitled to obtain, at the expense of the Borrower, a confirmation in form and substance acceptable to the Agent, acting reasonably, from the Borrower’s auditors or another expert confirming the substance of the
reconciliation so provided. 
  

	 	1.5	Division and Titles 


The division of this 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 Agreement. 
  

	2.	THE CREDIT 

  

	 	2.1	Credit Facilities 


Subject to the provisions hereof, and in particular, to the provisions of Article 3, 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: 
  

	 	2.1.1	the Revolving Facility, in a maximum amount equal to $575,000,000, including the Swing Line Commitment which forms part of the Revolving Facility; and


  

	 	2.1.2	the Finnvera Term Facility, in a maximum amount equal to $75,000,000. 

 Irrespective of whether or not any Swing Line Advances have been made or remain outstanding, the amount available under the Revolving Facility (other than for the purposes of the calculation under
subsection 5.7.1) shall be deemed to be reduced by an amount equal to the Swing Line Commitment. 
  

	 	2.2	The Revolving Facility 

 All Advances under the Revolving Facility (other than US Base Rate Advances under the Swing Line, which may be in US$) shall be in Canadian Dollars alone and may be repaid and re-borrowed by the Borrower
at all times during the Term. 

  
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	 	2.3	Incremental Revolving Facility 

 The Borrower may, on up to three occasions (with a minimum of $25,000,000 of New Commitments each time) during the Term of the Revolving Facility, by written notice to the Agent, elect to request an
increase to the existing Commitments (any such increase, the “New Commitments”), in accordance with the provisions of this Section. 
 2.3.1 The aggregate amount of any such New Commitments shall not exceed an amount equal to $75,000,000 minus the aggregate undrawn Tranche A Credit and the principal amount under the Term Loan (as each
such term is defined in Schedule “P”). The notice shall specify the date (the “Increased Amount Date”) on which the Borrower proposes that the New Commitments shall be effective, which shall be a date not less than 15
Business Days after the date on which such notice is delivered to the Agent. The notice shall provide that the Borrower is first offering the opportunity to provide each New Commitment to the then-existing Lenders, who may accept same on a pro
rata basis or as they may otherwise agree. Any Lender approached to provide all or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New Commitment. 

2.3.2 The existing Lenders shall advise the Agent within 10 Business Days following receipt of the Borrowers’ request as to the
extent, if any, to which they wish to provide the New Commitments, and the Agent shall so advise the Borrower. The Borrower shall then identify each Person that is an Eligible Assignee (each, a “New Lender”) to whom the Borrower
proposes any portion of such New Commitments not accepted by an existing Lender be allocated and the amounts of such allocations, within 2 Business Days from receipt of the Agent’s notice referred to in the preceding sentence. 

2.3.3 The New Commitments shall become effective as of the Increased Amount Date, provided that (a) no Default or Event of Default
shall exist on the Increased Amount Date before or after giving effect to such New Commitments; (b) the Borrower shall be in pro forma compliance with each of the covenants set forth in Section 12.11 as of the last day of the most
recently ended fiscal quarter after giving effect to such New Commitments; (c) the New Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower, the Guarantors, the New Lenders and the
Agent, each of which shall be recorded in the Register (as defined in Section 16.3), and each New Lender shall be subject to the requirements set forth in Section 7.3; (d) the Borrower shall make any payments required pursuant to
Section 7.4 in connection with the New Commitments; and (e) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Agent in connection with any such transaction. 

2.3.4 On or before the Increased Amount Date (with effect as of the Increased Amount Date), subject to the satisfaction of the foregoing
terms and conditions, (a) each of the Lenders shall assign to each of the New Lenders, who shall purchase same, at the principal amount thereof (together with accrued interest), such interests in the Loan Obligations under the Revolving
Facility outstanding on the Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Loan Obligations under the relevant Facility will be held by existing Lenders and New Lenders


  
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ratably in accordance with their Commitments after giving effect to the addition of such New Commitments to the Commitments, (b) each New Commitment shall be deemed for all purposes a
Commitment and each Advance made thereunder (a “New Advance”) shall be deemed, for all purposes, a Loan Obligation under the Facilities, and (c) each New Lender shall become a Lender with respect to the New Commitment and all
matters relating thereto. 
 2.3.5 The Agent shall notify the Lenders, promptly upon receipt, of the Borrower’s notice of
the Increased Amount Date and the New Commitments and New Lenders in respect thereof, as well as the effect of same as contemplated by the preceding paragraph. 
 2.3.6 The terms and provisions of the New Commitments and New Advances shall be identical to the terms and provisions of the Loan Obligations, except in respect of any upfront fees or other similar fees
to be paid in respect of New Commitments. For greater certainty, no additional Fees shall be payable in respect of any then-existing Commitments. Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this
Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Agent, to give effect to the provisions of this Section 2.3. 
  

	 	2.4	Finnvera Term Facility 

 All Advances under the Finnvera Term Facility shall be in the currencies and shall be made and repaid in the manner described in Schedule “P”. 

 

	3.	PURPOSE 

  

	 	3.1	Purpose of the Advances 

 All Advances made by the Lenders to the Borrower under the Revolving Facility in accordance with the provisions hereof from and after the Closing Date shall be used by the Borrower for general corporate
purposes, including, without limitation, to issue Letters of Credit and to pay dividends to QMI from time to time, subject to and in accordance with the terms and conditions of this Agreement. All Advances made under the Finnvera Term Facility shall
be for the purposes described in Section 2 of Schedule “P”. 
  

	4.	ADVANCES, CONVERSIONS AND OPERATION OF ACCOUNTS 

 None of the provisions of Article 4 shall apply to the Finnvera Facility Lenders or the Finnvera Term Facility, in respect of which the relevant provisions are set out in Section 3 of Schedule
“P”. 
  

	 	4.1	Notice of Borrowing - Direct Advances 

 Subject to the applicable provisions of this Agreement, on any Business Day during the Disbursement Period, the Borrower shall be entitled to request Advances under the


  
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Revolving Facility, on one or more occasions, up to the maximum amount of the Credit, by way of Prime Rate Advances in minimum amounts of $1,000,000 and whole multiples thereof, provided that at
least one (1) Business Day prior to the day on which any Prime Rate Advance is required (other than a Swing Line Advance, which shall be made in accordance with the provisions of Section 4.3), the Borrower shall have provided to the Agent
an irrevocable telephone notice at or before 10:00 A.M. on any Business Day, followed by the immediate delivery of a written Notice of Borrowing. Notices of Borrowing in respect of BA Advances shall be given in accordance with the provisions of
Section 6.1. 
  

	 	4.2	Letters of Credit 


4.2.1 Issuance. Subject to the applicable provisions of this Agreement, on any Business Day during the Disbursement Period, as part
of the Credit available under the Revolving Facility, upon three (3) Business Days’ prior written Notice of Borrowing to the Agent, the Borrower may cause to be issued by the Issuing Lender on behalf of the Lenders one or more Letters of
Credit in a maximum aggregate amount outstanding at any time not exceeding the lesser of $550,000,000 and the available Credit under the Revolving Facility to support a bid in the Spectrum Auction and Purchase, provided that the Security will extend
to the property of the entity that will own the auctioned spectrum if it is a member of the VL Group (subject to the provisions of Section 9.3) and to its Equity Interests if held by a member of the VL Group (subject to the provisions of
Section 9.3 and if not so held, the provisions of Section 13.10 shall apply), unless, with respect to such Equity Interests, such owner is the Borrower. Letters of Credit issued for other purposes hereunder shall not exceed a maximum
amount outstanding at any time of $50,000,000. Each Letter of Credit shall be issued in Canadian Dollars (although Letters of Credit issued under the Swing Line may also be in US Dollars). Concurrently with the delivery of a Notice of Borrowing
requesting a Letter of Credit, the Borrower shall execute and deliver to the Issuing Lender the documents required by the Issuing Lender in respect of the requested type of Letter of Credit, including a Letter of Credit application and indemnity on
the Issuing Lender’s standard forms. In the event of any conflict between the provisions of this Agreement and the provisions of any document relating to a Letter of Credit, the provisions of this Agreement shall govern and prevail. The term of
each Letter of Credit shall expire prior to the end of the Term and shall not be more than 364 days and shall otherwise be in form and substance satisfactory to the Issuing Lender. If the Borrower wishes to cause the issuance of a Letter of Credit
that has a maturity date expiring after the expiry of the Term, the Borrower undertakes to provide the Agent with LC Escrowed Funds (as defined in Section 4.2.5) no later than one (1) Business Day prior to the expiry of the Term.

 4.2.2 Fee. The Borrower shall pay fees in respect of any such Letters of Credit (“LC Fees”) issued or
renewed equal to the aggregate of: (i) for the Lenders, an amount equal to (A) the face amount of the Letter of Credit on the date that the fee is payable multiplied by (B) a fraction (1) the numerator of which shall equal the
product resulting from multiplying the applicable LC Fee percentage provided for in the table contained in the definition of “Margin” by the number of days in the term of the Letter of Credit selected by the Borrower, and (2) the
denominator of which shall consist of 365 days 

  
 36.









 
or 366 days (as the case may be), which fees shall be payable quarterly in arrears on the last Business Day of each calendar quarter and (ii) for the Issuing Lender (other than the Swing
Line Lender), the percentage per annum agreed upon by the Issuing Lender and the Borrower of the face amount thereof and for the number of days in the term of the Letter of Credit selected by the Borrower, payable quarterly in arrears on the last
Business Day of each calendar quarter, or on such other date as the Agent may determine from time to time. 
 4.2.3
Reimbursement Obligations. In the event of any drawing under a Letter of Credit, the Issuing Lender shall promptly notify the Borrower who shall immediately reimburse the amount to the Issuing Lender in same day funds. In the event that the
Borrower fails to reimburse the Issuing Lender immediately upon a drawing and fails to provide a Notice of Borrowing with a different option, the Borrower shall be deemed to have requested from the Agent a Prime Rate Advance on the date and in the
amount of the drawing, the proceeds of which will be used to satisfy the reimbursement obligations of the Borrower to the Lenders in respect of the drawing. The reimbursement obligations of the Borrower hereunder shall be absolute, unconditional and
irrevocable and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of: 
  

	 	4.2.3.1	any lack of validity or enforceability of any Letter of Credit or this Agreement or any term or provision therein or herein; 


 

	 	4.2.3.2	the existence of any claim, set-off, compensation, defence or other right that the Borrower, any member of the VL Group or any other Person may at any time have against
the beneficiary under any Letter of Credit, the Issuing Lender, the Agents, any Lender or any other Person, whether in connection with this Agreement or any other related or unrelated agreement or transaction; 


 

	 	4.2.3.3	any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or
inaccurate in any respect; 

  

	 	4.2.3.4	any dispute between or among the members of the VL Group and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be
transferred or any claims whatsoever of the members of the VL Group against any beneficiary of such Letter of Credit or any such transferee; and 

  

	 	4.2.3.5	the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or any of the rights or benefits
thereunder or proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason. 


  
 37.









 The Issuing Lender shall not be liable for any error, omission, interruption or delay in
transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions that result directly from the intentional or gross fault of the Issuing Lender, as determined
by a final judgment of a court of competent jurisdiction. 
 In furtherance and extension and not in limitation of the specific
provisions of this Section 4.2, (A) any action taken or omitted by the Issuing Lender or any of its respective correspondents under or in connection with any of the Letters of Credit, if taken or omitted in good faith and without gross or
intentional fault, as determined by a final judgment of a court of competent jurisdiction, shall be binding upon the Borrower and shall not put the Issuing Lender or its respective correspondents under any resulting liability to the Borrower and
(B) the Issuing Lender may, without gross or intentional fault as determined by a final judgment of a court of competent jurisdiction, accept documents that appear on their face to be in substantial compliance with the terms of a Letter of
Credit, without responsibility for further investigation, regardless of any notice or information to the contrary (other than an injunction granted by a court of competent jurisdiction during the period for which such injunction is enforced), and
may make payment upon presentation of documents that appear on their face to be in substantial compliance with the terms of such Letter of Credit, provided that the Issuing Lender shall have the right, in its sole discretion, to decline to accept
such documents and to make such payment if such documents are not in strict compliance with the terms of such Letter of Credit. 
  

	 	4.2.4	Indemnification. 

  

	 	4.2.4.1	The Borrower agrees to indemnify and hold harmless the Issuing Lender and each of its officers, directors, affiliates, employees, advisors and agents (the
“Indemnitees”) from and against any and all losses, claims, damages and liabilities which the Indemnitees may incur (or which may be claimed against any Indemnitee) by any Person by reason of or in connection with the issuance or
transfer of or payment or failure to pay under any Letter of Credit, provided that the foregoing indemnity will not, as to an Indemnitee, apply to losses, claims, damages, liabilities or related expenses to the extent they are found by a final,
non-appealable judgment of a court to arise from the gross or intentional fault of such Indemnitee. 

  

	 	4.2.4.2	The Borrower agrees, as between the Borrower and the Issuing Lender, that the Borrower shall assume all risks of the acts, omissions or misuse by the beneficiary of any
Letter of Credit. 

  

	 	4.2.4.3	Neither the Issuing Lender nor the Agent or any other Lender shall, in any way, be liable for any failure by the Issuing Lender or anyone else to pay any drawing under
any Letter of Credit as a result of any action by any governmental authority or any other cause beyond the control of the Issuing Lender. 


  
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	 	4.2.4.4	The obligations of the Borrower under this Section 4.2 shall survive the termination of this Agreement. No acts or omissions of any current or prior beneficiary of
a Letter of Credit shall in any way affect or impair the rights of the Issuing Lender to enforce any right, power or benefit under this Agreement. 

 4.2.5 LC Escrowed Funds. Upon the occurrence of an Event of Default, the Borrower will forthwith, upon request from the Issuing Lender or the Agent, pay to the Agent for deposit into an
escrow account maintained by and in the name of the Agent, an amount equal to the Issuing Lender’s maximum potential exposure under the then outstanding Letters of Credit (the “LC Escrowed Funds”). The LC Escrowed Funds will be
held by the Agent for compensation or set-off against future Indebtedness owing by the Borrower to the Issuing Lender in respect of such Letters of Credit and pending such application will bear interest at the rate declared by the Agent from time to
time as that payable by it in respect of deposits for such amount and for the period from the date of deposit to the maturity date of the Letters of Credit. If such Event of Default is waived in compliance with the terms of this Agreement, then the
remaining LC Escrowed Funds, if any, together with any accrued interest to the date of release, will be released to the Borrower. The deposit of the LC Escrowed Funds by the Borrower with the Agent as herein provided will not operate as a repayment
on account of the Loan Obligations until such time as the LC Escrowed Funds are actually paid to the Issuing Lender as a repayment of principal hereunder. The Borrower shall sign and remit as Security with regard thereto all appropriate documents
that the Agent or the Issuing Lender might judge necessary or desirable. 
 4.2.6 Resignation. The Issuing Lender may
resign as such (a “Resigning Issuing Lender”) upon 15 days’ prior written notice to the Agent and the Borrower, in which event the Borrower shall designate another Lender as Issuing Lender. Upon acceptance by another Lender of
the appointment as Issuing Lender (the “Successor Issuing Lender”), the Successor Issuing Lender shall succeed to the rights, powers and duties of the Resigning Issuing Lender and shall have all the rights and obligations of the
Resigning Issuing Lender under this Agreement and the other Loan Documents. Upon request by any of the Resigning Issuing Lender, the Successor Issuing Lender, the Agent or the Borrower, each of the Resigning Issuing Lender, the Agent, the Borrower
and the Successor Issuing Lender shall enter into an agreement evidencing the appointment of the Successor Issuing Lender and dealing with such other matters as the parties may agree including any reallocation of fees paid in relation to outstanding
Letters of Credit which may be necessary. Following the resignation of the Resigning Issuing Lender, the Resigning Issuing Lender shall continue to have all the rights and obligations of an Issuing Lender under this Agreement and the other Loan
Documents with respect to Letters of Credit issued by it prior to such resignation, but the Resigning Issuing Lender shall not be required to issue additional Letters of Credit. For avoidance of doubt, the provisions of this Agreement relating to
the Issuing Lender shall inure to the benefit of the Resigning Issuing 

  
 39.









 
Lender as to any actions taken or omitted to be taken by it (a) while it was the Issuing Lender under this Agreement or (b) at any time with respect to Letters of Credit issued by the
Issuing Lender. 
  

	 	4.3	Swing Line Advances 


4.3.1 Subject to the terms and conditions of this Agreement, the Swing Line Lender agrees to make Swing Line Advances to the Borrower on
any Business Day from time to time prior to the expiry of the Term. Swing Line Advances (other than by Letters of Credit) may be made or drawn by way of overdrafts on the Borrower’s account with the Swing Line Lender or by way of irrevocable
same Business Day telephone notice at or before 11:00 a.m. followed by the delivery on the same day of a written notice of confirmation. Swing Line Advances by Letter of Credit shall be subject to the prior notice as required by the Swing Line
Lender in accordance with its normal practices and shall not exceed $1,000,000 in the aggregate outstanding at any time. 
 4.3.2
The proceeds of Swing Line Advances may be used by the Borrower for any purpose for which other Advances under the Revolving Facility may be used. 
 4.3.3 The Swing Line Loan shall be immediately repaid by the Borrower if at any time (and to the extent) it exceeds the maximum of the Swing Line Advances permitted hereunder, either by the Borrower
submitting a Notice of Borrowing to request a new Advance or by the Agent advising the Lenders of a deemed Notice of Borrowing for the same purpose, which Notice of Borrowing the Agent is hereby expressly authorized (but in no way obliged unless
requested to do so by the Swing Line Lender) to issue. 
 4.3.4 If the Swing Line Lender no longer wishes to act as such, it
shall notify the Borrower, the other Lenders and the Agent not less than 15 days prior to the date on which it proposes to cease acting as a Swing Line Lender. In such event, the Borrower may designate a different Swing Line Lender by sending a
notice to (a) the Swing Line Lender who will no longer act as such (the “Retiring Swing Line Lender”), (b) the new Swing Line Lender who has agreed to act as such and (c) the Agent, not less than five (5) days
prior to the date on which the replacement is to occur. The new Swing Line Lender shall make a Prime Rate Advance or US Base Rate Advance, as applicable, available to the Agent for the purpose of repaying the Swing Line Loan owed to the Retiring
Swing Line Lender on the date such replacement is to occur. 
 4.3.5 If an Event of Default shall have occurred, other than an
Event of Default under subsection 14.1.4, or if no Lender wishes to act as a replacement for the Retiring Swing Line Lender (in such case, the Swing Line Lender is herein referred to as the “Former Swing Line Lender”), the Borrower
shall be deemed to have made a request for, and each Lender shall make, a Prime Rate Advance or US Base Rate Advance, as applicable, available to the Agent for the purpose of repaying the principal amount of the Swing Line Loan owed to the Former
Swing Line Lender, in the amount of such Lender’s Applicable Percentage multiplied by the amount of the outstanding Swing Line Loan owing to the Former Swing Line Lender (the “Lender Swing Line Repayments”). In such event, the


  
 40.









 
Borrower’s right to obtain Swing Line Advances will cease and the amounts outstanding thereunder will continue to form part of the Loan Obligations. However, if an Event of Default under
subsection 14.1.4 shall have occurred, the Lenders shall not make such Lender Swing Line Repayments and the provisions of subsection 4.3.6 shall apply. 
 4.3.6 If, before the making of a Lender Swing Line Repayment under subsection 4.3.5, a Default under subsection 14.1.4 shall have occurred and be continuing or an Event of Default under subsection 14.1.4
shall have occurred, each Lender will, on the date such Lender Swing Line Repayment was to have been made, purchase from the Former Swing Line Lender an undivided participating interest in the Swing Line Loans to be repaid, in an amount equal to its
Applicable Percentage multiplied by the amount of the outstanding Swing Line Loans, and immediately transfer such amount to the Agent for the benefit of the Former Swing Line Lender, in immediately available funds. In such event, the Borrower’s
right to obtain Swing Line Advances will cease and the amounts outstanding thereunder will continue to form part of the Loan Obligations. If at any time after any Lender Swing Line Repayment has been made, the Former Swing Line Lender receives any
payment on account of the Swing Line Loans in respect of which such Lender Swing Line Repayment has been made, the Former Swing Line Lender will distribute to the Agent for the benefit of each Lender an amount equal to its Applicable Percentage
multiplied by such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s portion was outstanding and funded) in like funds as received; provided, however, that if such payment
received by the Former Swing Line Lender is required to be returned, such Lender will return to the Agent for the benefit of the Former Swing Line Lender any portion thereof previously distributed by the Former Swing Line Lender to the Agent for the
benefit of such Lender in like funds as such payment is required to be returned by such Former Swing Line Lender. 
 4.3.7 Each
Lender’s obligation to make Lender Swing Line Repayments or to purchase a participating interest in accordance with subsections 4.3.5 and 4.3.6 shall be absolute and unconditional and shall not be affected by any circumstance, including,
without limitation, (1) any set-off, compensation, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever; (2) the occurrence or
continuance of any Default or Event of Default; (3) any adverse change in the condition (financial or otherwise) of the Borrower or any other Person; (4) any breach of this Agreement by the Borrower or any other Person; (5) any
inability of the Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement on the date upon which such Prime Rate Advance is to be made or participating interest is to be purchased or (6) any other circumstances,
happening or event whatsoever, whether or not similar to any of the foregoing. If any Lender does not make available the amount required under subsection 4.3.5 or 4.3.6, as the case may be, the Former Swing Line Lender shall be entitled to recover
such amount on demand from such Lender, together with interest thereon at the Prime Rate Basis or the US Base Rate Basis, as the case may be, from the date of non-payment until such amount is paid in full. 

  
 41.










	 	4.4	Operation of Accounts 

 The Agent shall maintain in its books at the Agency Branch a record of the Loan Obligations, including the Bankers’ Acceptances issued by the Borrower, attesting as to the total of the
Borrower’s indebtedness to the Lenders in accordance with the provisions hereof and with the provisions of the Security Documents. These accounts or registers shall constitute, in the absence of manifest error, prima facie proof of the
total amount of the indebtedness of the Borrower to the Lenders in accordance with the provisions hereof and of the Security Documents, of the date of any Advance made to the Borrower and of the total of all amounts paid by the Borrower from time to
time with respect to principal and interest owing on the Loan Obligations and the fees and other sums payable in accordance with the provisions hereof or of the Security Documents. 

 

	 	4.5	Apportionment of Advances 

 The amount of each Advance will be apportioned among the Lenders by the Agent by reference to the Applicable Percentage of each Lender, as such Applicable Percentage shall be immediately prior to the
making of any Advance, subject to the provisions of subsections 4.3.5 and 4.3.6 hereof with respect to Swing Line Advances, and of Section 6.8 hereof with respect to BA Advances. If any amount is not in fact made available to the Agent by a
Lender, the Agent shall be entitled to recover such amount (together with interest thereon at the rate determined by the Agent as being its cost of funds in the circumstances) on demand from such Lender or, if such Lender fails to reimburse the
Agent for such amount on demand, from the Borrower. 
  

	 	4.6	Limitations on Advances 

 The undrawn Credit available under the Revolving Facility shall cease to be available at the expiry of the Disbursement Period. 

 

	 	4.7	Notices Irrevocable 


Any notice given to the Agent in accordance with Articles 4 or 6 may not be revoked or withdrawn. 

 

	 	4.8	Limits on BA Advances and Letters of Credit 

 Nothing in this Agreement shall be interpreted as authorizing the Borrower to issue Bankers’ Acceptances for a Designated Period expiring or, subject to Section 4.2.1, to cause to be issued
Letters of Credit maturing, on a date which is after the expiry of the Term. 
  

	 	4.9	Excess Resulting From Exchange Rate Change 

 Any time that, following one or more fluctuations in the exchange rate of the US Dollar against the Canadian Dollar, the sum of: 
 4.9.1 the Equivalent Amount in Canadian Dollars of Loan Obligations under the Revolving Facility in US Dollars; and 

  
 42.









 4.9.2 the Loan Obligations under the Revolving Facility in Canadian Dollars; 

exceeds the amount of the Credit under the Revolving Facility then available, the Borrower shall promptly either (i) make the
necessary payments or repayments to the Agent to reduce the Loan Obligations under the Revolving Facility to an amount equal to or less than the available amount of the Credit under the Revolving Facility or (ii) maintain or cause to be
maintained with the Agent, deposits of Canadian Dollars in an amount equal to or greater than the amount by which the Loan Obligations under the Revolving Facility exceed the available amount of the Credit under the Revolving Facility, such deposits
to be maintained in such form and upon such terms as are acceptable to the relevant Agent. Without in any way limiting the foregoing provisions, the Agent shall, on the date of each request for an Advance or on the date of any interest payment or on
each Acceptance Date or Rollover Date, make the necessary exchange rate calculations to determine whether any such excess exists on such date and, if there is an excess, it shall so notify the Borrower. 

 

	5.	INTEREST AND FEES 

 None of the provisions
of Article 5 shall apply to the Finnvera Facility Lenders or the Finnvera Term Facility, in respect of which the relevant provisions are set out in Section 4 of Schedule “P”. 

 

	 	5.1	Interest on the Prime Rate Basis 

 The principal amount of the Loan Obligations which at any time and from time to time remains outstanding and in respect of which the Borrower has chosen or, in accordance with the provisions hereof, is
obliged to pay interest on the Prime Rate Basis or the US Base Rate Basis, shall bear interest, calculated daily, on the daily balance of such Loan Obligations, from the date of each Advance up to and including the day preceding the date of
repayment thereof in full at the annual rate (calculated based on a 365 or 366 day year, as the case may be) applicable to each of such days which corresponds to the Prime Rate or the US Base Rate, respectively, at the close of business on each of
such days, plus the Margin. 
  

	 	5.2	Payment of Interest on the Prime Rate Basis 

 The interest payable in accordance with Section 5.1 and calculated in the manner described therein shall be payable to the Agent monthly, in arrears, on the last day of each month or on such other
date (limited to once per month) as the Agent may determine and advise the Borrower from time to time, the first payment of which shall be payable on the last day of the month in which the first Prime Rate Advance or US Base Rate Advance,
respectively, was made. 

  
 43.










	 	5.3	Derivative Obligations 

 The Borrower agrees that any amounts due to the Agent or the Lenders on account of Derivative Obligations shall be secured by the Security. 

 

	 	5.4	Interest on the Loan Obligations 

 Where no specific provision with respect to interest on an outstanding portion of the Loan Obligations is contained in this Agreement, the interest on such portion of the Loan Obligations shall be
calculated and payable on the Prime Rate Basis. 
  

	 	5.5	Arrears of Interest 


Any arrears of interest or principal shall bear interest at a rate that is two percent (2%) per annum higher than the rate of
interest payable in respect of the relevant principal amount of the Loan Obligations and shall be calculated and payable on the same basis. 
  

	 	5.6	Maximum Interest Rate 

 The amount of the interest or fees payable in applying this Agreement shall not exceed the maximum rate permitted by Applicable Law. Where the amount of such interest or such fees is greater than the
maximum rate, the amount shall be reduced to the highest rate that may be recovered in accordance with the applicable provisions of Applicable Law. 
 In determining whether the interest contracted for, charged or received by an Agent or a Lender exceeds the maximum rate, such Person may, to the extent permitted by Applicable Law, (a) characterize
any payment that is not principal as an expense, fee or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate and spread in equal or unequal parts the total amount of
interest throughout the contemplated Term of the Loan Obligations hereunder. 
  

	 	5.7	Fees 

 The Borrower
shall pay the following fees (the “Revolving Facility Fees”) to the Agent and the Swing Line Lender, as applicable: 
  

	 	5.7.1	for the Revolving Facility Lenders, a standby fee (the “Standby Fee”) calculated daily by multiplying the amount of the unused Credit (calculated based
on the maximum amount that could be available under the Revolving Facility, irrespective of compliance with any conditions precedent or other restrictions) under the Revolving Facility (including the Swing Line Commitment) each day by the applicable
rate set out in the definition of “Margin”, and dividing the result by 365 (or 366 in a leap year), and then multiplying that result by the number of days in the relevant quarter, payable quarterly in arrears two Business Days following
the last day of each calendar quarter, or on such other date as the Agent or the Swing Line Lender, as applicable, may determine, acting reasonably; and 


  
 44.










	 	5.7.2	for each of the Revolving Facility Lenders, the upfront fees referred to in subsection 10.1.7; and 


 

	 	5.7.3	for the Agent, an annual agency fee in the amount and payable in accordance with the provisions of a letter agreement dated as of July 18, 2011, entered into
between the Borrower and the Agent. 

  

	 	5.8	Interest Act 

  

	 	5.8.1	For the purposes of the Interest Act (Canada), any amount of interest or fees calculated herein using 360, 365 or 366 days per year and expressed as an annual
rate is equal to the said rate of interest or fees multiplied by the actual number of days comprised within the calendar year, divided by 360, 365 or 366, as the case may be. 


 

	 	5.8.2	The parties agree that all interest in this Agreement will be calculated using the nominal rate method and not the effective rate method, and that the deemed
re-investment principle shall not apply to such calculations. In addition, the parties acknowledge that there is a material distinction between the nominal and effective rates of interest and that they are capable of making the calculations
necessary to compare such rates. 

  

	6.	BANKERS’ ACCEPTANCES 

 None of the
provisions of Article 6 shall apply to the Finnvera Facility Lenders or the Finnvera Term Facility, in respect of which the relevant provisions are set out in Schedule “P”. 

 

	 	6.1	Advances by Bankers’ Acceptances and Conversions into Bankers’ Acceptances 


 

	 	6.1.1	 Subject to the applicable provisions of this Agreement, on any Business Day during the Disbursement Period, by written Notice of Borrowing to the Agent
given at least two (2) Business Days prior to the date of the Advance or the Rollover Date (for the purposes of this Article 6 called the “Acceptance Date”) and before 10:00 A.M., the Borrower may request that a BA Advance be
made, that one or more Advances not borrowed as BA Advances be converted into one or more BA Advances or that a BA Advance or any part thereof be extended, as the case may be (the “BA Request”). Bankers’ Acceptances shall be
issued on each Acceptance Date or Rollover Date, in a minimum Selected Amount, with respect to each Designated Period, of $5,000,000 or such greater 



  
 45.










	 	
amount which is an integral multiple of $1,000,000, shall have a Designated Period of 10 to 180 days (or such other period as may be available and acceptable to the Agent), subject to
availability, and shall, in no event, mature on a date after the expiry of the applicable Term. 

  

	 	6.1.2	Prior to making any BA Request, the Borrower shall deliver: 

  

	 	(a)	to the Lenders, in the name of each Lender which is a bank that accepts bankers’ acceptances (a “BA Lender”), drafts in form and substance
acceptable to the Agent and the Lenders; and 

  

	 	(b)	to the Lenders in the name of each Lender which is not a bank or does not accept bankers’ acceptances (a “Non-BA Lender”), Discount Notes;


 completed and executed by its authorized signatories in sufficient quantity for the Advance requested and in
appropriate denominations to facilitate the sale of the Bankers’ Acceptances in the financial markets. No Lender shall be responsible or liable for its failure to accept a Bankers’ Acceptance hereunder if such failure is due, in whole or
in part, to the failure of the Borrower to give appropriate instructions to the Agent on a timely basis, nor shall the Agent or any Lender be liable for any damage, loss or other claim arising by reason of any loss or improper use of any such
instrument except a loss or improper use arising by reason of the gross negligence or wilful misconduct of the Agent, such Lender, or their respective employees. In order to facilitate issuances of Bankers’ Acceptances pursuant hereto, in
accordance with the instructions given from time to time by the Borrower, the Borrower hereby authorizes each Lender, and for this purpose appoints each Lender its lawful attorney, to complete and sign Bankers’ Acceptances on behalf of the
Borrower, in handwritten or facsimile or mechanical signature or otherwise, and once so completed, signed and endorsed, and following acceptance of them as Bankers’ Acceptances, to purchase, discount or negotiate such Bankers’ Acceptances
in accordance with the provisions of this Article 6, and to provide the Available Proceeds (as defined in subsection 6.2.4 (d)) to the Agent in accordance with the provisions hereof. Drafts so completed, signed, endorsed and negotiated on behalf of
the Borrower by any Lender shall bind the Borrower as fully and effectively as if so performed by an authorized officer of the Borrower. Each Lender shall maintain a record with respect to such instruments (i) received by it hereunder,
(ii) voided by it for any reason, (iii) accepted by it hereunder and (iv) cancelled at their respective maturities. Each Lender agrees to provide such records to the Borrower promptly upon request and, at the request of the Borrower,
to cancel such instruments which have been so completed and executed and which are held by such Lender and have not yet been issued hereunder. 

  
 46.










	 	6.2	Acceptance Procedure 

 With respect to any BA Advance: 
  

	 	6.2.1	The Agent shall promptly notify in writing each Lender of the details of the proposed issue, specifying: 


 

	 	6.2.2	(a) For each BA Lender, (i) the principal amount of the Bankers’ Acceptances to be accepted by such Lender, and (ii) the Designated Period of such
Bankers’ Acceptances; and 

 (b) For each Non-BA Lender, (i) the principal amount of the Discount Notes
to be issued to such Lender, and (ii) the Designated Period of such Discount Notes. 
  

	 	6.2.3	The Agent shall establish the Bankers’ Acceptance Discount Rate at or about 10:00 a.m. on the Acceptance Date, and the Agent shall promptly determine the amount of
the BA Proceeds. 

  

	 	6.2.4	Forthwith, and in any event not later than 11:30 A.M. on the Acceptance Date, the Agent shall indicate to each Lender, in the manner set out in Section 18.5:


 (a) the Bankers’ Acceptance Discount Rate; 

(b) the amount of the Stamping Fee applicable to those Bankers’ Acceptances to be accepted by such Lender on the Acceptance Date,
calculated by multiplying the appropriate percentage set out in the definition of “Stamping Fee” by the face amount of each Bankers’ Acceptance (taking into account the number of days in the Designated Period), any such Lender being
authorized by the Borrower to collect the Stamping Fee out of the BA Proceeds of those Bankers’ Acceptances; 
 (c) the BA
Proceeds of the Bankers’ Acceptances to be purchased by such Lender on such Acceptance Date; and 
 (d) the amount obtained
(the “Available Proceeds”) by subtracting the Stamping Fee mentioned in subsection 6.2.4(b) from the BA Proceeds mentioned in subsection 6.2.4(c). 
  

	 	6.2.5	Not later than 1:00 P.M. on the Acceptance Date, each Lender shall make available to the Agent its Available Proceeds. 


 

	 	6.2.6	Not later than 4:00 P.M. on the Acceptance Date, the Agent shall transfer the Available Proceeds to the Borrower in accordance with Section 8.8 and shall notify
the Borrower on such day either by telex, fax or telephone (if by telephone, to be confirmed subsequently in writing) of the details of the issue. 


  
 47.










	 	6.3	Purchase of Bankers’ Acceptances and Discount Notes 

 Before giving value to the Borrower, the Lenders or the sub-participants which: 
  

	 	6.3.1	are BA Lenders shall, on the Acceptance Date, accept the Bankers’ Acceptances by inserting the appropriate principal amount, Acceptance Date and maturity date in
accordance with the BA Request relating thereto and affixing their acceptance stamps thereto, and shall purchase or sell same; and 

  

	 	6.3.2	are Non-BA Lenders shall, on the Acceptance Date, complete the Discount Notes by inserting the appropriate principal amount, Acceptance Date and maturity date in
accordance with the BA Request relating thereto. 

  

	 	6.4	Maturity Date of Bankers’ Acceptances 

 Subject to the applicable notice provisions, at or prior to the maturity date of each Bankers’ Acceptance, the Borrower shall: 

 

	 	6.4.1	give to the Agent a notice in the form of Schedule “B” requesting that the Lenders convert all or any part of the BA Advance then outstanding by way of
Bankers’ Acceptances which are maturing into a Prime Rate Advance; or 

  

	 	6.4.2	give to the Agent a notice in the form of Schedule “B” requesting that the Lenders extend all or any part of the BA Advance outstanding by way of
Bankers’ Acceptances which are maturing into another BA Advance by issuing new Bankers’ Acceptances, subject to compliance with the provisions of subsection 6.1.1 with respect to the minimum Selected Amount and Designated Period; or


  

	 	6.4.3	at latest at 10:00 A.M., two (2) Business Days prior to the Rollover Date of each Bankers’ Acceptance then outstanding and reaching maturity, notify the Agent
by way of a notice substantially in the form of Schedule “B-1” (but omitting paragraph 3 thereof) that it intends to deposit in its account for the account of the Lenders on the Rollover Date an amount equal to the principal amount of each
such Bankers’ Acceptance. 

  

	 	6.5	Deemed Conversions on the Maturity Date 

 If the Borrower does not deliver to the Agent one or more of the notices contemplated by subsections 6.4.1 or 6.4.2 or does not give the notice and make the deposit contemplated by subsection 6.4.3, the
Borrower shall be deemed to have requested that the part of the BA Advance then outstanding which is reaching maturity be converted into a Prime Rate Advance. 

  
 48.










	 	6.6	Conversion and Extension Mechanism 

 If under the conditions 
  

	 	6.6.1	of subsection 6.4.1 and of Section 6.5, the Borrower requests or is deemed to have requested, as the case may be, that the Agent convert the portion of the BA
Advance which is maturing into a Prime Rate Advance, the Lenders shall pay the Bankers’ Acceptances which are outstanding and maturing. Such payments by the Lenders will constitute an Advance within the meaning of this Agreement and the
interest thereon shall be calculated and payable as the Borrower may request or may be deemed to have requested; 

  

	 	6.6.2	of subsection 6.4.3, the Borrower makes a deposit in its account, without limiting in any way the generality of Section 17.5, the Borrower hereby expressly and
irrevocably authorizes the Agent to make any debits necessary in its account in order to pay the Bankers’ Acceptances which are outstanding and maturing. 


 

	 	6.7	Prepayment of Bankers’ Acceptances 

 Notwithstanding any provision hereof, the Borrower may not prepay any Bankers’ Acceptance other than on its maturity date; however, this provision shall not prevent the Borrower from acquiring, in
its discretion but subject to the other provisions of this Agreement, any Bankers’ Acceptance in circulation from time to time. 
  

	 	6.8	Apportionment Amongst the Lenders 

 The Agent is authorized by the Borrower and each Lender to allocate amongst the Lenders the Bankers’ Acceptances to be issued and purchased in such manner and amounts as the Agent may, in its sole
discretion, but acting reasonably, consider necessary, so as to ensure that no Lender is required to accept and purchase a Bankers’ Acceptance for a fraction of $100,000, and in such event, the Lenders’ respective Commitments in any such
Bankers’ Acceptances and repayments thereof shall be altered accordingly. Further, the Agent is authorized by the Borrower and each Lender to cause the proportionate share of one or more Lender’s Advances (calculated based on its
Commitment) to be exceeded by no more than $100,000 each as a result of such allocations provided that the principal amount of outstanding Advances, including Bankers’ Acceptances, shall not thereby exceed the maximum amount of the respective
Commitment of each Lender. Any resulting amount by which the requested face amount of any such Bankers’ Acceptance shall have been so reduced shall be advanced, converted or continued, as the case may be, as a Prime Rate Advance, to be made
contemporaneously with the BA Advance. 

  
 49.










	 	6.9	Cash Deposits 


Each Lender may, in its discretion, at any time, in the absence of any demand by the Borrower to such effect, grant an Advance to the
Borrower, the amount of which shall be equivalent to the face value of all Bankers’ Acceptances then in circulation which have been accepted, which Advance shall not bear interest. The amount of the Advance shall not be taken into account in
order to calculate the amount of the Credit used pursuant hereto. The Agent shall retain the amount of the Advance in a non-interest bearing cash collateral account as security, for the benefit of the Borrower, which amount may be entirely set-off
against the amount of the Advance and the amount of the Bankers’ Acceptances in circulation which such Lender has accepted and may be imputed, in the Lender’s discretion, to the payment of the Bankers’ Acceptances at their maturity.
The Borrower shall sign and remit as security with regard thereto all appropriate documents which the Lenders might judge necessary or desirable, specifically including an assignment of the credit balance of the deposit account held as security.

  

	 	6.10	Days of Grace 

 The
Borrower shall not claim from the Lenders any days of grace for the payment at maturity of any Bankers’ Acceptances presented and accepted by the Lenders pursuant to the provisions of this Agreement. Further, the Borrower waives any defence to
payment which might otherwise exist if for any reason a Bankers’ Acceptance shall be held by any Lender in its own right at the maturity thereof. 
  

	 	6.11	Obligations Absolute 

 The obligations of the Borrower with respect to Bankers’ Acceptances shall be unconditional and irrevocable and shall be paid strictly in accordance with the provisions of this Agreement under all
circumstances, including the following circumstances: 
  

	 	6.11.1	any lack of validity or enforceability of any draft accepted by any Lender as a Bankers’ Acceptance; or 


 

	 	6.11.2	the existence of any claim, set-off, defence or other right which the Borrower may have at any time against the holder of a Bankers’ Acceptance, the Lenders, or
any other person or entity, whether in connection with this Agreement or otherwise. 

  

	 	6.12	Depository Bills and Notes Act 

 Bankers’ Acceptances may be issued in the form of a depository bill and deposited with a clearing house, both terms as defined in the Depository Bills and Notes Act. The Agent and the Borrower
shall agree on the procedures to be followed, acting reasonably. The Lenders are also authorized to issue depository bills as replacements for previously issued Bankers’ Acceptances, on the same terms as those replaced, and deposit them with a
clearing house against cancellation of the previously issued Bankers’ Acceptances. 

  
 50.










	7.	ILLEGALITY, INCREASED COSTS, INDEMNIFICATION AND MARKET DISRUPTIONS 


 

	 	7.1	Illegality 

 If any
Lender determines that any law (whether or not as a result of a Change in Law) has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable lending office to (a) make any Advance or
maintain any Loan Obligations (or to maintain its obligation to make any Advance, including any BA Advance, Letter of Credit or participation in a Letter of Credit), or (b) determine or charge interest rates based upon any particular rate,
then, on notice thereof by such Lender to the Borrower through the Agent (in the case of a Revolving Facility Lender) or the Finnvera Facility Agent (in the case of a Finnvera Facility Lender), any obligation of such Lender with respect to the
activity that is unlawful shall be suspended until such Lender notifies the Agent or the Finnvera Facility Agent, as the case may be, and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such
notice, the Borrower shall, upon demand from such Lender (with a copy to the Agent), prepay or, if conversion would avoid the unlawful activity, convert any affected Loan Obligations, or take any necessary steps with respect to any Letter of Credit,
in order to avoid the activity that is unlawful. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different lending office if such
designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender. 
  

	 	7.2	Increased Costs 

  

	 	7.2.1	General. If any Change in Law shall: 

  

	 	(a)	impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the
account of, or credit extended or participated in by, any Lender; 

  

	 	(b)	subject any Lender to any Tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any Advance made
by it, or change the basis of taxation of payments to such Lender in respect thereof, except for Indemnified Taxes or Other Taxes covered by Section 7.3 and the imposition, or any change in the rate, of any Excluded Tax payable by such Lender;
or 

  

	 	(c)	impose on any Lender or the applicable interbank market any other condition, cost or expense affecting this Agreement or Advances by or Loan Obligations owed to such
Lender or any Letter of Credit or participation therein; 


  
 51.









 and the result of any of the foregoing shall be to increase the cost to such Lender of
making any Advance or maintaining any Loan Obligations (or of maintaining its obligation to make any such Advance), or to increase the cost to such Lender or the Issuing Lender of participating in, issuing or maintaining any Letter of Credit (or of
maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or the Issuing Lender hereunder (whether of principal, interest or any other amount), then upon
request of such Lender the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered. 

 

	 	7.2.2	Capital Requirements. If any Lender determines that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding
company, if any, regarding capital requirements has or would have the effect of increasing the cost to such Lender of making or maintaining its Commitment or any Advance or Loan Obligation, or reducing any amount otherwise receivable by such Lender
hereunder with respect thereto, then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or its holding company for any such reduction suffered. 


 

	 	7.2.3	Certificates for Reimbursement. A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the
case may be, as specified in subsections 7.2.1 or 7.2.2 hereof, including reasonable detail of the basis of calculation thereof, and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount
shown as due on any such certificate within 15 Business Days after receipt thereof. 

  

	 	7.2.4	Delay in Requests. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s
right to demand such compensation, except that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than six months prior to the date that such Lender
notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor, unless the Change in Law giving rise to such increased costs or reductions is
retroactive, in which case the six-month period referred to above shall be extended to include the period of retroactive effect thereof. 

  

	 	7.3	Taxes 

  

	 	7.3.1	 Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall
be made free and clear of and without reduction or withholding for any Indemnified Taxes or 



  
 52.









 
Other Taxes. If any member of the VL Group, the Agent, the Finnvera Facility Agent or any Lender is required by Applicable Law to deduct or pay any Indemnified Taxes (including any Other Taxes)
in respect of such payments by or on account of any obligation of a member of the VL Group hereunder or under any other Loan Document, then (i) the sum payable shall be increased by that member of the VL Group when payable as necessary so that
after making or allowing for all required deductions and payments (including deductions and payments applicable to additional sums payable under this Section) the Agent, the Finnvera Facility Agent or the Lender, as the case may be, receives an
amount equal to the sum it would have received had no such deductions or payments been required, (ii) the member of the VL Group shall make any such deductions required to be made by it under Applicable Law and (iii) the member of the VL
Group shall timely pay the full amount required to be deducted to the relevant Governmental Authority in accordance with Applicable Law. 
  

	 	7.3.2	Payment of Other Taxes by the Borrower. Without limiting the provisions of paragraph (a) above, the Borrower shall timely pay any Other Taxes to the
relevant Governmental Authority in accordance with Applicable Law. 

  

	 	7.3.3	Indemnification by the Borrower. The Borrower shall indemnify the Agent, the Finnvera Facility Agent and each Lender, within 10 days after demand therefor, for
the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Agent, the Finnvera Facility Agent or such Lender and any
penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the
amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Agent or the Finnvera Facility Agent, as applicable), or by the Agent or the Finnvera Facility Agent, as applicable, on its own behalf or on behalf of a
Lender, shall be conclusive absent manifest error. 

  

	 	7.3.4	Evidence of Payments. As soon as practicable after any payment of Indemnified Taxes or Other Taxes by a member of the VL Group to a Governmental Authority, such
member of the VL Group shall deliver to the Agent or the Finnvera Facility Agent, as applicable, the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment
or other evidence of such payment reasonably satisfactory to the Agent or the Finnvera Facility Agent, as applicable. 

  

	 	7.3.5	 Status of Lenders. Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in
which the Borrower is resident for tax purposes, or under any treaty to which such jurisdiction is a party, with respect to payments hereunder or under any other Loan Document shall, at the request of the Borrower, deliver to the Borrower (with a
copy to the Agent or the Finnvera Facility Agent, as applicable), at the time or times prescribed by 



  
 53.









 
Applicable Law or reasonably requested by the Borrower, the Agent or the Finnvera Facility Agent, as applicable, such properly completed and executed documentation prescribed by Applicable Law as
will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, (a) any Lender, if requested by the Borrower, the Agent or the Finnvera Facility Agent, as applicable, shall deliver such other
documentation prescribed by Applicable Law or reasonably requested by the Borrower, the Agent or the Finnvera Facility Agent, as applicable, as will enable the Borrower, the Agent or the Finnvera Facility Agent, as applicable, to determine whether
or not such Lender is subject to withholding or information reporting requirements, and (b) any Lender that ceases to be, or to be deemed to be, resident in Canada for the purposes of Part XIII of the Income Tax Act (Canada) or any successor
provision thereto shall, within five days thereof, notify the Borrower and the Agent or the Finnvera Facility Agent, as applicable, in writing. 
  

	 	7.3.6	Treatment of Certain Refunds. If the Agent, the Finnvera Facility Agent (as applicable) or a Lender determines, acting reasonably, that it has received a refund
of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which a member of the VL Group has paid additional amounts pursuant to this Section or that, because of the payment of such Taxes or Other Taxes, it
has benefited from a reduction in Excluded Taxes otherwise payable by it, it shall pay to the Borrower or other member of the VL Group, as applicable, an amount equal to such refund (but only to the extent of indemnity payments made, or additional
amounts paid, by the Borrower or other member of the VL Group under this Section with respect to the Taxes or Other Taxes giving rise to such refund or reduction), net of all out-of-pocket expenses of the Agent, the Finnvera Facility Agent or such
Lender, as the case may be (without duplication of any such expenses if previously reimbursed), and without interest (other than an amount equal to the net after-Tax amount of any interest paid by the relevant Governmental Authority, if any, with
respect to such refund). The Borrower or the other member of the VL Group, as applicable, upon the request of the Agent or such Lender, agrees to repay the amount paid over to the Borrower or other member of the VL Group (plus any penalties,
interest or other charges imposed by the relevant Governmental Authority) to the Agent, the Finnvera Facility Agent or such Lender if the Agent, the Finnvera Facility Agent or such Lender is required to repay such refund or reduction to such
Governmental Authority. This subsection shall not be construed to require the Agent, the Finnvera Facility Agent or any Lender to make available its tax returns (or any other information relating to its Taxes that it deems confidential) to the
Borrower or any other Person, to arrange its affairs in any particular manner or to claim any available refund or reduction. 

  

	 	7.4	Breakage Costs, Failure to Borrow or Repay After Notice 

 The Borrower shall indemnify each Lender against any loss or expense (including any loss or expense arising from interest or fees payable by such Lender to lenders of funds obtained by it in order to make
or maintain any Advance and any loss or expense incurred in liquidating or re-employing deposits from which such funds were obtained) which such 

  
 54.









 
Lender may sustain or incur as a consequence of any: (a) default by the Borrower in the payment when due of the amount of or interest on any Loan Obligations or in the payment when due of
any other amount hereunder, (b) default by the Borrower in obtaining an Advance after the Borrower has given notice hereunder that it desires to obtain such Advance, (c) default by the Borrower in making any voluntary reduction of the
outstanding amount of any Loan Obligations after the Borrower has given notice hereunder that it desires to make such reduction, and (d) the payment of any Bankers’ Acceptance, Tranche A CDOR Advance or Tranche A Libor Advance otherwise
than on the maturity date thereof (including without limitation any such payment required pursuant to Section 8.1 or upon acceleration pursuant to Section 14.2). A certificate of the Agent or the Finnvera Facility Agent, as applicable
providing reasonable particulars of the calculation of any such loss or expense shall be conclusive and binding in the absence of manifest error. If any Lender becomes entitled to claim any amount pursuant to this Section 7.4, it shall promptly
notify the Borrower, through the Agent or the Finnvera Facility Agent, as applicable, of the event by reason of which it has become so entitled and reasonable particulars of the related loss or expense, provided that the failure to do so promptly
shall not prejudice the Lenders’ right to claim hereunder. 
 Without prejudice to the survival or termination of any other
agreement of the Borrower under this Agreement, the obligations of the Borrower under this Section 7.4 shall survive the payment of principal and interest on all Loan Obligations and the termination of the Credit. 

 

	 	7.5	Mitigation Obligations: Replacement of Lenders. 

  

	 	7.5.1	Designation of a Different Lending Office. If any Lender requests compensation under Section 7.2, or requires the Borrower to pay any additional amount to
it or to any Governmental Authority for its account pursuant to Section 7.3, then such Lender shall (in the case of a Finnvera Facility Lender, subject to the consent of Finnvera, as applicable) use reasonable efforts to designate a different
lending office for funding or booking its Loan Obligations hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment
(a) would eliminate or reduce amounts payable pursuant to Section 7.2 or 7.3, as the case may be, in the future and (b) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to
such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. 


 

	 	7.5.2	 Replacement of Lenders. If (a) any Lender requests compensation under Section 7.2, or (b) the Borrower is required to pay any
additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 7.3, or (c) any Lender is a Defaulting Lender and has not remedied such default within 2 Business Days, or (d) if any
Lender’s obligations are suspended under Section 7.1, then the Borrower may, at its sole expense and effort, upon 10 days’ notice to such Lender and the Agent or the Finnvera Facility Agent, as applicable, require such Lender to
assign and delegate, without recourse (in accordance with and subject to 



  
 55.









 
the restrictions contained in, and consents required by, Article 16 and Article 10 of Schedule “P”, as applicable), all of its interests, rights and obligations under this Agreement and
the related Loan Documents to an Eligible Assignee, a Tranche A Assignee or other assignee permitted under Schedule “P”, as applicable that shall assume such obligations (which Eligible Assignee may be another Lender, if a Lender accepts
such Assignment), provided that: 
  

	 	(a)	the Borrower pays the Agent the assignment fee specified in subsection 16.2.2(f), in the case of an Assignment; 


 

	 	(b)	the Borrower pays the Finnvera Facility Agent the transfer fee specified in Section 10.3 of Schedule “P”, in the case of an assignment under the Finnvera
Term Facility; 

  

	 	(c)	the assigning Lender receives payment of an amount equal to the outstanding principal of its Loan Obligations and participations in disbursements under Letters of
Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any breakage costs and amounts required to be paid under this Agreement as a result of prepayment to a Lender)
from the Assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); 

  

	 	(d)	in the case of any such Assignment resulting from a claim for compensation under Section 7.2 or payments required to be made pursuant to Section 7.3, such
assignment will result in a reduction in such compensation or payments thereafter; and 

  

	 	(e)	such Assignment does not conflict with Applicable Law. 

 A Lender shall not be required to make any such Assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such
Assignment and delegation cease to apply. 
  

	 	7.6	Market Disruption 


If, at any time or from time to time, the Requisite Disruption Lenders provide notice to the Agent that: 

 

	 	7.6.1	 (a) with respect to BA Advances, there no longer exists a market for Bankers’ Acceptances, or (b) with respect to BA Advances or Prime Rate
Advances, (i) the Bankers Acceptance Discount Rate is unavailable and the Agent is unable to provide the alternative rate described in the definition of “Bankers’ Acceptance Discount Rate”, or (ii) the Bankers Acceptance
Discount Rate does not adequately and fairly reflect the cost to each such Requisite Disruption Lender of funding such Advance 



  
 56.









 
as determined by each such Requisite Disruption Lender in good faith, or (iii) the Prime Rate or the US Base Rate at such time does not adequately and fairly reflect the cost to each such
Requisite Disruption Lender of funding such Advance as determined by each such Requisite Disruption Lender in good faith; 
 any
of the foregoing, a “Market Disruption Event”, then in any such case: 
  

	 	7.6.2	the Borrower and the Agent shall enter into negotiations (for a period of not more than 30 days) with a view to agreeing to a substitute basis for determining the
applicable Bankers’ Acceptance Discount Rate. Any alternate basis (which may include having recourse to the Market Disruption Prime Rate and/or the Market Disruption US Base Rate) agreed upon pursuant to the foregoing sentence shall, with the
prior consent of each of the Lenders affected by the Market Disruption Event and the Borrower, be binding on all of them; 

  

	 	7.6.3	failing such agreement, the substitute basis for determining the applicable Bankers’ Acceptance Discount Rate shall be as notified to the Borrower by each affected
Lender, accompanied by a certificate of such affected Lender setting out the appropriate substitute rate for the particular form of Advance in question, and accompanied by reasonable explanations and calculations, provided that such substitute rate
shall not exceed the relevant rate of non-affected Lenders by more than 1.50%; and 

  

	 	7.6.4	to the extent that the Advances affected by the Market Disruption Event are (a) US Base Rate Advances, the applicable US Base Rate for all affected Lenders shall
be the Market Disruption US Base Rate, and (b) Prime Rate Advances, the applicable Prime Rate for all affected Lenders shall be the Market Disruption Prime Rate. 


 

	8.	PAYMENT, REPAYMENT AND PREPAYMENT 

 None
of the provisions of Article 8 shall apply to the Finnvera Facility Lenders or the Finnvera Term Facility, in respect of which the relevant provisions are set out in Section 5 of Schedule “P”. However, Section 18.8 hereof shall
apply to all payments made in respect of the Finnvera Term Facility. 
  

	 	8.1	Repayment of the Loan Obligations 

 The Borrower hereby agrees to repay the amount of the Loan Obligations outstanding under the Revolving Facility on the last day of the Term. 

 

	 	8.2	Voluntary Repayment and Prepayment of the Loan Obligations or Cancellation of the Credit 


On any Business Day during the Term, after having given notice to the Agent of one (1) Business Day with respect to the repayment of
Prime Rate Advances and two (2) Business 

  
 57.









 
Days with respect to BA Advances, substantially in the form of Schedule “B-1”, the Borrower may repay in minimum amounts of $1,000,000 or in whole multiples of such amount, all or part
of the principal amount of the Loan Obligations under the Revolving Facility for the account of the Revolving Facility Lenders, provided that in respect of a BA Advance, subject to Section 8.3, no repayment shall be made on a date other than a
maturity date of the Bankers’ Acceptances outstanding at that time, with, in each case, all interest accrued and unpaid on the amounts so prepaid. 
 In addition, the Borrower may, upon the same notice, cancel any portion of the Credit that has not been drawn by the Borrower. No Standby Fee shall be payable in respect of any portion of the Credit so
cancelled as and from the effective date of its cancellation. The Borrower shall not be permitted to draw Advances in respect of any portion of the Credit so cancelled. 
  


	 	8.3	Cash Collateralization of BA Advances 

 If a prepayment to be made would require the repayment of outstanding Bankers’ Acceptances prior to their maturity, the Borrower shall provide to the Agent cash collateral in an amount equal to the
face amount of such Bankers’ Acceptances which cash collateral shall be held by the Agent in an interest bearing account and used to repay same at maturity. 
  

	 	8.4	Currency of Payments 

 All payments, repayments and prepayments, as the case may be: 
  

	 	8.4.1	of principal of the Loan Obligations, or any part thereof, shall be made in the same currency as that in which they are outstanding; 


 

	 	8.4.2	of interest, shall be made in the same currency as the principal amount outstanding to which they relate; 


 

	 	8.4.3	of Fees, shall be made in Canadian Dollars alone; and 

  

	 	8.4.4	of the amounts referred to in Section 7.4, shall be made in the same currency as the losses, costs and expenses suffered or incurred by the Lenders.


  

	 	8.5	Payments by the Borrower to the Agent 

 All payments to be made by the Borrower in connection with this Agreement shall be made in funds having same day value to the Agent, at the Agency Branch, or at any other office or account in Toronto or
Montreal designated by the Agent. Any such payment shall be made on the date upon which such payment is due, in accordance with the terms hereof, no later than 11:00 A.M. 

  
 58.










	 	8.6	Payment on a Business Day 

 Each time a payment, repayment or prepayment is due on a day that is not a Business Day, it shall be made on the following Business Day. 

 

	 	8.7	Payments by the Lenders to the Agent 

 Any amounts payable to the Agent by a Lender shall be paid in funds having same day value to the Agent by the Lenders on a Business Day at the Agency Branch. 

 

	 	8.8	Payments by the Agent to the Borrower 

 Any payment received by the Agent for the account of the Borrower shall be paid in funds having same day value to the Borrower on the date of receipt, or if such date is not a Business Day, on the next
Business Day, at the Branch. 
  

	 	8.9	Netting 

 On the
date of any Advance or on a Rollover Date (a “Transaction Date”), the Agent shall be entitled to net amounts payable on such date by the Agent to a Lender against amounts payable in the same currency on such date by such Lender to
the Agent, for the account of the Borrower. Similarly, on any Transaction Date, the Borrower hereby authorizes each Lender to net amounts payable in one currency on such date by such Lender to the Agent, for the account of the Borrower, against
amounts payable in the same currency on such date by the Borrower to such Lender in accordance with the Agent’s calculations made in accordance with the provisions of this Agreement. 

 

	 	8.10	Application of Payments 

  

	 	8.10.1	Except as otherwise indicated herein, all payments made to the Agent by the Borrower for the account of the Revolving Facility Lenders shall be distributed the same day
by the Agent, in accordance with its normal practice, in funds having same day value, among the Revolving Facility Lenders to the accounts last designated in writing by each Revolving Facility Lender to the Agent, pro rata in accordance with
their respective Applicable Percentage, and notice thereof shall be given to the Borrower by the Agent within a reasonable delay. 

  

	 	8.10.2	Except as otherwise indicated herein or as otherwise determined by the Revolving Facility Lenders, all payments made by the Borrower to the Agent on behalf of the
Revolving Facility Lenders shall be applied by the Revolving Facility Lenders as follows: 

  

	 	(a)	to the fees, costs, expenses and accessories contemplated by Article 7, Section 14.5 and Section 17.5 or by the Security Documents; 


  
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	 	(b)	to all amounts due under Article 5 hereunder; 

  

	 	(c)	to the repayment of the principal amount of the Loan Obligations; 

  

	 	(d)	to any other amounts due pursuant to this Agreement. 

  

	 	8.11	No Set-Off or Counterclaim by Borrower 

 All payments by the Borrower shall be made free and clear of and without any deduction for or on account of any set-off or counterclaim. 

 

	 	8.12	Debit Authorization 


The Agent is hereby authorized to debit the Borrower’s and the Guarantors’ account or accounts maintained from time to time at
the Branch or elsewhere, and to set off and compensate against any and all accounts, credits and balances maintained at any time by the Borrower or the Guarantors for the amount of any interest or any other amounts due and owing hereunder from time
to time payable by the Borrower, in order to obtain payment thereof. 
  

	9.	SECURITY 

  

	 	9.1	Security for Advances 

 As general and continuing security for the performance by the Borrower of its obligations to the Agents and the Lenders hereunder, including its obligations under the Swing Line and the other Loan
Documents, its obligation to perform and pay the Loan Obligations and all Derivative Obligations, as such agreements are, from time to time, amended, restated, amended and restated, extended or renewed, the Borrower shall: 

 

	 	9.1.1	cause to be executed by each of the Guarantors an unconditional solidary (joint and several) Guarantee in favour of the Agent on behalf of the Lenders, of the
obligations of the Borrower under this Agreement, all Derivative Obligations and the Loan Documents, substantially in the form annexed as Schedule “D”; 


 

	 	9.1.2	execute and cause to be executed by the Guarantors an agreement pledging the Equity Interests of each of their respective Subsidiaries to the Agent on behalf of the
Lenders, which agreement shall be substantially in form of Schedule “E” (the “Share Pledge”); 

  

	 	9.1.3	 execute and cause to be executed by each of the Guarantors first-ranking security (subject only to Permitted Charges) in favour of the Agent on behalf
of the Lenders, by way of a hypothec on the universality of all of its movable and immovable property located in the Province of Quebec 



  
 60.










	 	
(and/or, at the option of the Agent, by way of a hypothec securing Debentures granted in favour of the Agent or a collateral agent designated by the Agent as the power of attorney
(“fondé de pouvoir”) of the Lenders within the meaning of Article 2692 of the Civil Code of Quebec, as contemplated by Section 18.16, the whole subject to the waivers contained in the letters referred to in Section 17.4.
Notwithstanding the foregoing, the Borrower and the Guarantors shall only be obliged to make additional registrations of the foregoing security after the date of this Agreement against any network in the land registry of Quebec on every second
anniversary of the date of this Agreement; 

  

	 	9.1.4	execute and cause to be executed by each of the Guarantors a Debenture Pledge of the Debentures referred to in subsection 9.1.3; 


 

	 	9.1.5	execute first-ranking security (subject only to Permitted Charges) in favour of each Revolving Lender that is a bank, within the meaning of the Bank Act (Canada), under
Sections 427 and following of the Bank Act (Canada); 

  

	 	9.1.6	execute and cause to be executed by each of the Guarantors in favour of the Agent on behalf of the Lenders, a first-ranking (subject only to Permitted Charges) General
Security Agreement and mortgage charging all of its property and assets, personal (movable) and real (immovable), if any, located elsewhere in Canada or in the USA (and/or, at the option of the Agent, by way of a debenture or other instrument
containing the same Charges); 

  

	 	9.1.7	execute and cause to be executed by each of the Guarantors a first-ranking assignment, by way of collateral security, of the contracts governing or evidencing
intellectual property rights (subject to Permitted Charges, and to the extent not prohibited by the terms of the agreements governing such rights) in favour of the Agent on behalf of the Lenders; and 


 

	 	9.1.8	cause the Agent on behalf of the Lenders to be named in all insurance policies protecting the members of the VL Group and their movable property, activities, business
interruption and third party liability against any form of loss as a named insured as its interest may appear, and deliver to the Agent certificates of insurance in form and substance satisfactory to the Agent. 


 

	 	9.2	ECA Guarantee 


Notwithstanding any provision in this Agreement to the contrary, the ECA Guarantee (as defined in Schedule “P”), any replacement
guarantee or instrument delivered pursuant to the provisions of Section 8.3 of Schedule “P”, and all proceeds derived therefrom shall be for the sole benefit of the Finnvera Facility Lenders. 

  
 61.










	 	9.3	Guarantors - Exception 

 After the Closing Date, any member of the VL Group may create or acquire one or more Subsidiaries that are or are not wholly-owned by a member of the VL Group, including as a result of its participation
in a joint venture with another Person. Such Subsidiary shall not be required to provide a Guarantee or the Security, provided that the absence of such Guarantee does not cause the Borrower to breach the provisions of Section 12.12 at the time
of the creation or Acquisition or at any time thereafter, and shall not be considered a Guarantor. If such Subsidiary is wholly-owned, it will be a member of the VL Group. 

 

	 	9.4	Release of QMI Guarantee and Pledge; Release of Security in Certain Circumstances 


 

	 	9.4.1	All of the Lenders hereby confirm that the Agent is authorized to provide the Quebecor Media Release. 


 

	 	9.4.2	The Lenders agree to instruct the Agent to release all of the Security at the request of the Borrower if the Borrower’s senior unsecured debt rating obtained from
any 2 of DBRS, S&P or Moody’s has been and remains not less than BBB(low)/BBB-/Baa3 for a period of not less than 6 months. 

  

	10.	CONDITIONS PRECEDENT 

 None of the
provisions of Section 10.1 or 10.2 shall apply to the Finnvera Facility Lenders or the Finnvera Term Facility, in respect of which the relevant provisions are set out in Section 6 of Schedule “P”. 

 

	 	10.1	Initial Advance under the Revolving Facility After the Closing Date 

 The obligation of the Lenders to make the initial Advance under the Revolving Facility after the Closing Date is conditional upon the fulfilment of each of the conditions set out in this Section 10.1
and in Section 10.2 to the entire satisfaction of the Agent and the Lenders: 
  

	 	10.1.1	certified copies of all of the constating documents, borrowing by-laws and resolutions of the Borrower and of each other member of the VL Group not previously provided
to the Agent shall have been provided to the Agent; 

  

	 	10.1.2	all Charges on the property of each member of the VL Group, other than Permitted Charges, shall have been discharged; 


  
 62.










	 	10.1.3	this Agreement shall have been executed and delivered, and each of the Security Documents shall have been amended, executed, delivered, issued or assigned and
registered or published, as the case may be, wherever required; 

  

	 	10.1.4	all of the issued and outstanding Equity Interests of the Subsidiaries referred to in subsection 9.1.2 owned, directly or indirectly by the Borrower and any of its
Subsidiaries at the relevant time, shall have been pledged in accordance with the Share Pledge executed by the Borrower and the relevant Subsidiaries and all of the pledged Equity Interests shall have been remitted to the Agent;


  

	 	10.1.5	the Borrower shall have delivered to the Agent a certificate in the form of Schedule “F” signed by an officer stipulating and certifying that:


  

	 	(a)	such officer has taken cognizance of all the terms and conditions of this Agreement and of all contracts, agreements and deeds pertaining hereto;


  

	 	(b)	no Default or Event of Default has occurred or exists hereunder; 

  

	 	(c)	the corporate structure of the VL Group is as set out in the diagram attached to the certificate; 


 

	 	(d)	each member of the VL Group holds the permits, Licences, licences 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; 

  

	 	(e)	all property to be charged by the Security Documents is located in the jurisdictions described in a schedule thereto; 


 

	 	10.1.6	the Borrower shall have delivered to the Agent the favourable legal opinion(s) of the counsel to the VL Group, addressed to the Lenders, the Agent and its counsel, in
form and substance acceptable to the Agent and its counsel, acting reasonably, including with regard to the continuing validity of all relevant Guarantees and Security; and 


 

	 	10.1.7	the Borrower shall have paid to each of the Revolving Facility Lenders an upfront fee in the amount and payable as set forth in the invitation letter sent to it by the
Borrower dated May 30, 2011. 

  

	 	10.2	Conditions Precedent to any Advance 

 The obligation of the Lenders to make any Advance under the Credit is conditional upon each of the following conditions having been satisfied: 

 

	 	10.2.1	the representations and warranties contained in this Agreement shall continue to be true and correct (except where stated to be made as at a particular date);



  
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	 	10.2.2	except in the case of Swing Line Advances, the Borrower shall have delivered to the Agent or the Finnvera Facility Agent, as applicable, a completed Notice of
Borrowing; 

  

	 	10.2.3	nothing shall have occurred since March 31, 2011 which would constitute a Material Adverse Change; and 


 

	 	10.2.4	no Default shall have occurred and be continuing and no Event of Default shall have occurred. 


 

	 	10.3	Waiver of Conditions Precedent 

 The conditions set out in Sections 10.1 and 10.2 are solely for the benefit of the Lenders, and may be waived by the Agent with the unanimous consent of the Lenders, without prejudice to the right of the
Agent to assert any such condition in connection with any subsequently requested Advance. 
  

	11.	REPRESENTATIONS AND WARRANTIES 

 For so
long as the Loan Obligations remain outstanding and unpaid, or the Borrower is entitled to borrow hereunder (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: 
  

	 	11.1	Incorporation 


Each member of the VL Group is duly incorporated or organized, validly existing and in good standing under the Applicable Laws of its
jurisdiction of incorporation or organization and of all jurisdictions in which it carries on business or is otherwise required to be so qualified. Each member of the VL Group has the capacity and power, whether corporate or otherwise, to hold its
assets and carry on the business presently carried on by it or which it proposes to carry on hereafter in each jurisdiction where such business is carried on. 
  

	 	11.2	Authorization 

 The
Borrower and each Guarantor has the power and has taken all necessary steps under the Applicable Laws in order to be authorized to borrow hereunder, to provide the Security, as the case may be, and to execute and deliver and perform its obligations
under this Agreement and each of the Security Documents to which it is a party, as the case may be, in accordance with the terms and conditions thereof and to complete the transactions contemplated in the Security Documents and herein, as the case
may be. This Agreement has been duly executed and delivered by duly authorized officers of the Borrower and is, 

  
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and each of the Security Documents to which the Borrower and each Guarantor is a party is, and when executed and delivered in accordance with the terms hereof, shall be, a legal, valid and
binding obligation of the Borrower and each Guarantor, respectively, enforceable in accordance with its terms. 
  

	 	11.3	Compliance with Applicable Law and Contracts 

 The execution and delivery of and performance of the obligations under this Agreement and each of the Security Documents by the Borrower and each Guarantor, as the case may be, in accordance with their
respective terms and the completion of the transactions contemplated therein and herein by the Borrower and each other member of the VL Group, as the case may be, do not require any consents or approvals, do not violate any Applicable Laws, do not
conflict with, violate or constitute a breach under the documents of incorporation or organization or by-laws of any member of the VL Group or under any agreements, contracts or deeds to which any member of the VL Group is a party or 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 any member of the VL Group, whether presently owned or hereafter acquired, save for the Permitted Charges. 

 

	 	11.4	Core Business 

 The
VL Group operates businesses in the cable, telecommunications, media and entertainment industries, including on-line internet services, telephony, wireless communications, interactive technologies, the distribution of media content, and anything
related or ancillary thereto including activities that are a reasonable evolution of, and consistent with, the foregoing. 
  

	 	11.5	Financial Statements 

 The financial statements provided from time to time hereunder are prepared in accordance with GAAP applied on a consistent basis throughout the periods specified (except as noted thereon) and are an
accurate representation of the financial position of the Borrower on a consolidated basis as of the respective dates specified and the results of their operations and cash flows for the respective periods specified. 

 

	 	11.6	Contingent Liabilities and Indebtedness 

 Neither the Borrower nor any other member of the VL Group has (a) any material Contingent Obligations or contingent liabilities known to it which are not disclosed or referred to in the most recent
financial statements delivered to the Agent and the Finnvera Facility Agent in accordance with the provisions of Section 12.15 or otherwise disclosed to the Agent and the Finnvera Facility Agent in writing, or (b) incurred any Indebtedness
which is not disclosed in or reflected in such financial statements, or otherwise disclosed to the Agent and the Finnvera Facility Agent in writing, other than Contingent Obligations, contingent liabilities or Indebtedness incurred in the ordinary
course of business and Debt permitted hereunder. 

  
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	 	11.7	Title to Assets 


Each member of the VL Group has good, valid and marketable title to all of its properties and assets, free and clear of any Charges other
than Permitted Charges. All of the immovable property (including any cable or telecommunications network) owned by the VL Group as of the Closing Date is listed in Schedule “I. All premises occupied by any member of the VL Group as of the
Closing Date containing material assets belonging to such members of the VL Group are also listed in Schedule “I”. All of the material tangible movable property of the VL Group as of the Closing Date is located in the provinces of Quebec
and Ontario. Each member of the VL Group has rights sufficient for it to use all the Licences, licences, intellectual property and patents, patent applications, trade marks, trade mark applications, trade names, service marks, copyrights, industrial
designs, technology and other similar intellectual property rights reasonably necessary for the conduct of its business. To the knowledge of the Borrower, neither it nor any member of the VL Group is infringing or is alleged to be infringing the
intellectual property rights of any other Person, except where such infringement could not reasonably be expected to cause a Material Adverse Change. 
  

	 	11.8	Litigation 

 There
are no actions, suits or legal proceedings instituted or pending or, to the knowledge of each member of the VL Group, threatened, against any of them or their property before any court or arbitrator or any governmental body or instituted by any
governmental body which could reasonably be expected to result in a Material Adverse Change. 
  

	 	11.9	Taxes 

 Each member
of the VL Group has filed within the prescribed delays all federal, provincial or other tax returns which it is required by Applicable Law to file and all Taxes levied with respect to each member of the VL Group have been paid when due, except to
the extent that (a) payment thereof is being contested in good faith by such member of the VL Group in accordance with the appropriate procedures, for which adequate reserves have been established in the books of the relevant member of the VL
Group, and (b) the outcome of such contestation would not reasonably be expected to result in a Material Adverse Change. 
  

	 	11.10	Insurance 

 Each
member of the VL Group has contracted for the insurance coverage described in Section 12.6. 
  

	 	11.11	No Adverse Change 


No Material Adverse Change has occurred since December 31, 2010. 

  
 66.










	 	11.12	Regulatory Approvals 

 No member of the VL Group is required to obtain any consent, approval, authorization, permit, Licence or licence from, nor to effect any filing or registration with, any federal, provincial or other
regulatory authority in connection with the execution, delivery or performance, in accordance with their respective terms, of this Agreement or the Security Documents, any borrowings hereunder and the granting of the Security. 

 

	 	11.13	Compliance with Applicable Law and Licences 

 Each member of the VL Group is in full compliance in all material respects with all requirements of Applicable Law and with all of the conditions attaching to its permits, authorizations, Licences,
licences, certificates and approvals, including without limitation its articles of incorporation and by-laws. 
  

	 	11.14	Pension and Employment Liabilities 

 Except for a deficit not exceeding $5,000,000 in respect of the pension plan for executives of the Borrower, no member of the VL Group has any unfunded pension liabilities (except for amounts that are not
material to the Borrower on a consolidated basis and except for any such plan that does not need to be fully funded in accordance with Applicable Law), whether valued on a going concern or a wind-up basis, and all material obligations (including
wages, salaries, commissions and vacation pay) to current employees and to former employees have been paid in full or duly provided for. 
  

	 	11.15	Priority 

 The
Security and Charges created, evidenced or constituted by or under the Security Documents bind each member of the VL Group which is a party thereto, are valid and subject to no Charge, other than the Permitted Charges, and are enforceable, as
security for the performance of the obligations secured thereunder, in accordance with their respective terms, against the members of the VL Group which are parties thereto. 

 

	 	11.16	Complete and Accurate Information 

 All of the information, reports and other documents and all data (other than forecasts), as well as the amendments thereto, provided to the Agent, the Finnvera Facility Agent and/or Finnvera plc by or on
behalf of the VL Group were, at the time same were provided, and are at the date hereof, complete, true and accurate in all material respects. All forecasts provided to the Agent and/or the Finnvera Facility Agent were prepared in good faith and all
assumptions used therein were reasonable. 
  

	 	11.17	Share Capital 

 On
the Closing Date, all of the shares of: (a) the Borrower are owned, directly or indirectly, by Quebecor Media Inc.; and (b) each of the Guarantors are owned, directly or indirectly, by the Borrower, free and clear of any Charges other than
Permitted Charges. 

  
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	 	11.18	Absence of Default 


There exists no Default or Event of Default hereunder. 
  

	 	11.19	Agreements with Third Parties 

 Each member of the VL Group is in compliance in all material respects with each and every one of its obligations under agreements with third parties to which it is a party or by which it is bound, the
breach of which could reasonably be expected to result in a Material Adverse Change. 
  

	 	11.20	Anti-Terrorism and Money Laundering Laws 

 No member of the VL Group or any of its Subsidiaries is a Person or entity that is: 
  

	 	11.20.1	referred to in section 5 of the Proceeds of Crime Act, that is subject to the obligations applicable to such persons or entities under the Proceeds of Crime Act;


  

	 	11.20.2	on the list of names subject to the Regulations Establishing a List of Entities made under subsection 83.05(1) of the Criminal Code (Canada), the Regulations
Implementing the United Nations Resolutions on the Suppression of Terrorism (RIUNRST) and the United Nations Al-Qaida and Taliban Regulations (UNAQTR) published by the Office of the Superintendent of Financial Institutions Canada; or


  

	 	11.20.3	affiliated with a Person or entity listed above. 

  

	 	11.21	Environment 

  

	 	11.21.1	There are no existing claims, demands, suits, proceedings or actions of any nature whatsoever, whether threatened or pending, arising out of the presence on any
property owned or controlled by any member of the VL Group, either past or present, of any Hazardous Substances, or out of any past or present activity conducted on any property now owned by any member of the VL Group, whether or not conducted by
any member of the VL Group, involving Hazardous Substances, which would reasonably be expected to result in a Material Adverse Change; 

  

	 	11.21.2	To the best of the knowledge of the Borrower, after due enquiry: 

  

	 	(a)	there is no Hazardous Substance existing on or under any property of any member of the VL Group which constitutes a material violation of any Environmental Law for
which an owner, operator or person in control of a property may be held liable; 


  
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	 	(b)	the business of each member of the VL Group is being carried on so as to comply in all material respects with all Environmental Laws and all Applicable Laws concerning
health and safety matters; 

  

	 	(c)	no Hazardous Substance has been spilled or emitted into the environment contrary to Environmental Laws from any property owned, operated or controlled by any member of
the VL Group for which such member of the VL Group could have any material liability; 

  

	 	(d)	compliance by the members of the VL Group with all current Environmental Laws would not reasonably be expected to cause a Material Adverse Change;


  

	 	(e)	no member of the VL Group is in default in filing any report or information material to its business with any Governmental Authority as required pursuant to
Environmental Laws; and 

  

	 	(f)	each member of the VL Group has maintained, in all material respects, all material environmental and operating documents and records material to its business
substantially in the manner required by all Environmental Laws. 

  

	 	11.22	Survival of Representations and Warranties 

 All of the representations and warranties made hereunder are true and correct at the Closing Date, shall be true and correct at the date of any Advance hereunder and on each Tranche A Rollover Date (as
defined in Schedule “P”) (except where qualified in this Article 11 as being made as at a particular date), shall survive the execution and delivery of this Agreement, any investigation by or on behalf of the Lenders or the making of any
Advance hereunder, and none of same are nor shall be waived, except in writing. 
  

	12.	COVENANTS 

 For so long as the Loan
Obligations remain outstanding and unpaid, or the Borrower is entitled to borrow hereunder (whether or not the conditions precedent to such borrowing have been or may be satisfied) and unless the Agent shall otherwise agree in writing upon obtaining
the approval of the requisite majority of Lenders, the Borrower, for itself and each member of the VL Group and with respect to itself and each member of the VL Group, agrees as follows: 

 

	 	12.1	Preservation of Juridical Personality 

 It shall do or cause to be done all things necessary to preserve and maintain its corporate existence in full force and effect, except as permitted under Sections 13.1 and 13.3. 

  
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	 	12.2	Preservation of Licences 

 It shall maintain in effect and obtain, where necessary, all such authorizations, approvals, Licences, licences or consents of such governmental agencies, whether federal, provincial or local, which may
be or become necessary or required for each member of the VL Group to carry on its businesses and to satisfy its obligations hereunder and under the Security Documents. 
  


	 	12.3	Compliance with Applicable Laws 

 It shall conduct its business in a proper and efficient manner and shall keep or cause to be kept appropriate books and records of account, in compliance with the Applicable Law, and shall record or cause
to be recorded faithfully and accurately all transactions with respect to its business in accordance with GAAP applied on a consistent basis, and shall comply with all requirements of Applicable Law and with all the conditions attaching to its
permits, authorizations, Licences, licences, certificates and approvals in all material respects. 
  

	 	12.4	Maintenance of Assets 

 It shall maintain or cause to be maintained in good operating condition all of its assets used or useful in the conduct of its business, as would a prudent owner of similar property, whether same are held
under lease or under any agreement providing for the retention of ownership, and shall from time to time make or cause to be made thereto all necessary and appropriate repairs, renewals, replacements, additions, improvements and other works except
as permitted under Section 13.3. 
  

	 	12.5	Business 

 It shall
not substantially change the nature of its business activities from its Core Business. 
  

	 	12.6	Insurance 

 It
shall maintain insurance coverage with responsible insurers, in amounts and against risks normally insured by owners of similar businesses or assets in areas which are generally similar to those in which the members of the VL Group are engaged. All
such policies of insurance will contain a standard “mortgage clause” acceptable to the Agent providing that no such policy may be cancelled without the insurer providing not less than 30 days’ prior written notice to the Agent. The
insurance policies confirming the insurance required hereunder shall not contain any co-insurance provisions except to the extent such co-insurance provisions would normally appear in policies covering other Persons engaged in similar businesses and
owning similar properties as the VL Group, and consistent with prudent business practices. 
  

	 	12.7	Payment of Taxes and Duties 

 It shall pay all Taxes which are imposed on it when due and payable, provided that no such Tax need be paid if (a) it is being contested in good faith by appropriate proceedings


  
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promptly initiated and diligently conducted, and (b) such reserves or other appropriate provision, if any, as shall be required by GAAP shall have been made therefor, and (c) the
outcome of such contestation would not reasonably be expected to result in a Material Adverse Change. 
  

	 	12.8	Access and Inspection 

 It shall allow the employees and representatives of the Agent, during normal business hours, to have access to and inspect the assets of the members of the VL Group, to inspect and take extracts from or
copies of the books and records of the members of the VL Group and to discuss the business, assets, liabilities, financial position, operating results or business prospects of the members of the VL Group with the principal officers of the members of
the VL Group and, after obtaining the approval of the Borrower which shall not be unreasonably withheld, with the auditors of the Borrower. 
  

	 	12.9	Maintenance of Account 

 It shall maintain operating accounts at the Branch or other branches of the Agent, as well as an account with the Swing Line Lender, at all times during the Term, if the Agent or the Swing Line Lender, as
applicable, so requests. In addition, the Lenders shall have the right to provide all of the auxiliary non-credit banking services to the Borrower, at fees acceptable to the relevant Lender and the Borrower, acting reasonably. 

 

	 	12.10	Performance of Obligations 

 It shall perform all obligations in the ordinary course of business, except to the extent that the non-fulfilment of same would not reasonably be expected to result in a Material Adverse Change, and
except where the same are being contested in good faith, if the outcome of such contestation would not reasonably be expected to result in a Material Adverse Change. Notwithstanding the foregoing contained in this Section 12.10, it shall
punctually pay all amounts due or to become due under this Agreement. 
  

	 	12.11	Maintenance of Ratios 

 At the end of each quarter during the Term, on a rolling four-quarter basis, the Relevant Group shall maintain the following ratios: 

 

	 	12.11.1	Leverage Ratio. A Leverage Ratio not exceeding 4.5:1; provided that for a period not exceeding 12 consecutive months immediately following an Acquisition
permitted hereunder in an amount of not less than $100,000,000, such maximum Leverage Ratio shall be increased to, but shall not exceed, 5.0:1 (and further provided that in the event of a series of Acquisitions, the Leverage Ratio shall have
reverted to 4.5:1 for at least one full quarter); and 


  
 71.










	 	12.11.2	Interest Coverage Ratio. An Interest Coverage Ratio of at least 2.5:1. 


 

	 	12.12	Ownership by the Borrower and Guarantors 

 At all times during the Term, the Borrower and the Guarantors shall collectively (a) own at least 80% of the consolidated assets of the Borrower (excluding Back-to-Back Securities), and
(b) generate at least 80% of the consolidated EBITDA of the Borrower on a rolling four-quarter basis. All calculations made under this Section shall be consistent with those contained in the Borrower’s consolidated financial statements.

  

	 	12.13	Maintenance of Security 

 It shall take all necessary steps to preserve and maintain in effect the rights of the Agent and the Lenders, as well as any collateral agent designated by the Agent, pursuant to the Security Documents,
together with any renewals thereof or additional documents creating Charges that may be required from time to time. In addition, if any new Subsidiary of any member of the VL Group is created or Acquired, or if a Person otherwise becomes a member of
the VL Group, then subject to Section 9.3, such Subsidiary will provide Security of the nature described in Article 9, together with such legal opinions as may be reasonably requested by the Agent. 

 

	 	12.14	Payment of Legal Fees and Other Expenses 

 Whether the transactions contemplated by this Agreement are concluded or not and whether or not any part of the Credit is actually advanced, in whole or in part, the Borrower shall pay all reasonable
costs relating to the Credit, including in particular: 
  

	 	12.14.1	the reasonable legal fees and costs incurred by the Agent and the Lenders for the negotiation, drafting, signing, registration, publication and/or service of the
commitment letter, this Agreement and the Security Documents, as well as any amendments, renunciations, consents or examinations pertaining to this Agreement and the Security Documents; and 


 

	 	12.14.2	the reasonable costs of syndicating and advertising, as well as all reasonable fees, including reasonable legal fees and costs, incurred by the Agent, any collateral
agent designated by the Agent, and the Lenders to preserve, enforce or exercise their respective rights hereunder or under the Security Documents following an action, a Default or an omission of the Borrower or of any other member of the VL Group.


 All amounts due to the Agent and the Lenders pursuant hereto shall bear interest on the Prime Rate Basis from
the date of their disbursement by the Lenders or from the date of their undertaking until the Borrower has repaid same in full, with interest on unpaid interest, as in the case of the Prime Rate Advances, taking into account such modifications as
may be necessary. The obligations of the Borrower under this Section 12.14 shall subsist notwithstanding the full repayment of the Loan Obligations under the provisions hereof. 

  
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	 	12.15	Financial Reporting 


For so long as the Loan Obligations remain outstanding and unpaid, or the Borrower is entitled to borrow hereunder (whether or not the
conditions precedent to such borrowing have been or may be satisfied) and unless the Lenders shall otherwise agree in writing, the Borrower agrees to provide or cause to be provided to the Agent, with sufficient copies for the Agent, the Finnvera
Facility Agent and each Lender, and so undertakes: 
  

	 	12.15.1	Quarterly Statements 


Within 60 days after the end of each financial quarter of each financial year of the Borrower (other than the last quarter): 

 

	 	(a)	the unaudited consolidated balance sheet of the Borrower as at the end of such quarter and the related consolidated statements of earnings and cash flows, for the
period then ended, in each case with comparative figures for the same period for the immediately preceding financial year and in respect of the preceding financial year end; and 


 

	 	(b)	a Compliance Certificate of the Borrower signed by its chief financial officer, treasurer or another officer of the Borrower acceptable to the Agent, substantially in
the form of Schedule “J” (a “Compliance Certificate”) and: 

 (i) setting forth the
information necessary to determine whether the Borrower has complied with the covenants contained in Section 12.11; 
 (ii)
(A) confirming that the percentage of the EBITDA on a rolling 4 quarter basis, assets (excluding Back-to-Back Securities) and Debt generated, held or owed by the VL Group, on an Adjusted Consolidated Basis, is not less than 95% of the
consolidated EBITDA on a rolling 4 quarter basis, assets (excluding Back-to-Back Securities) and Debt of the Borrower, otherwise (B) providing the accurate percentage; 
 (iii) (A) confirming that the percentage of the EBITDA on a rolling 4 quarter basis and assets (excluding Back-to-Back Securities) generated or held by the Borrower and the Guarantors is not less
than 95% of consolidated EBITDA on a rolling 4 quarter basis and assets (excluding Back-to-Back Securities) of the Borrower, otherwise (B) providing the percentage so as to confirm compliance with Section 12.12; and 

  
 73.









 (iv) certifying that the Borrower is in compliance with all terms and conditions of this
Agreement and that no Default has occurred and is continuing or Event of Default has occurred or exists, or if a Default or an Event of Default has occurred, setting out the relevant particulars thereof, the period of existence thereof and what
action the Borrower has taken or proposes to take with respect thereto. 
  

	 	12.15.2	Annual Statements 

  

	 	(a)	Within 120 days following the end of each financial year of the Borrower, the audited consolidated balance sheet of the Borrower as at the end of such year and the
related consolidated statements of earnings and cash flows for such financial year, together with comparative figures for the immediately preceding year, the whole as certified without qualification by the current auditors of the Borrower or
otherwise by another reputable firm of independent chartered accountants acceptable to the Agent, and any audited statements of any Subsidiary of the Borrower that is not a member of the VL Group, if available; and 


 

	 	(b)	Within 75 days following the end of each financial year of the Borrower, 

 (i) a Compliance Certificate as described in Section 12.15.1(b); and 
 (ii)
any information necessary to determine whether the Borrower has complied with Sections 12.11 and 12.12; provided that, to the extent that the percentage of the EBITDA on a rolling 4 quarter basis and assets (excluding Back-to-Back Securities)
generated or held by the Borrower and the Guarantors is not less than 95% of the consolidated EBITDA on a rolling 4 quarter basis and assets (excluding Back-to-Back Securities) of the Borrower, such information shall only be provided at the
reasonable request of the Agent. 
 Such Compliance Certificate and information shall be based on unaudited financial
information, to be updated and replaced by a second Compliance Certificate to be provided along with the audited financial statements referred to in Section 12.15.2(a). 

  
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	 	12.15.3	Other Information 

  

	 	(a)	Within 75 days following the end of each financial year of the Borrower, the Annual Business Plan, which shall promptly be submitted to the Agent for the Lenders; and


  

	 	(b)	Within 75 days following the end of each financial quarter of the Borrower in which the Leverage Ratio exceeded 4.0:1, a certificate of the Borrower signed by its chief
financial officer or treasurer or another officer of the Borrower acceptable to the Agent, certifying a detailed calculation of Excess Cash Flow (in such form and providing such detail as the Agent may reasonably require) during such quarter (the
“Excess Cash Flow Certificate”); and 

  

	 	(c)	from time to time and forthwith upon demand by the Agent, such data, reports, statements, documents or other additional information pertaining to the business, assets,
liabilities, financial position, operating results or business prospects of the VL Group and the Borrower’s non-wholly-owned Subsidiaries (to the extent available and not subject to a confidentiality agreement, but excluding any such
information which has not been provided to any partner of any such non-wholly-owned Subsidiary) as the Agent may request, acting reasonably. 

  

	 	12.16	Notice of Certain Events 

 The Borrower shall advise the Agent and the Finnvera Facility Agent forthwith upon the occurrence of any of the following events: 

 

	 	12.16.1	The commencement of any proceeding or investigation by or before any governmental body and any action or proceeding before any court or arbitrator against any member of
the VL Group, or any of its property, assets or activities which could reasonably be expected to result in a Material Adverse Change; 

  

	 	12.16.2	The occurrence of any Material Adverse Change which is known to the Borrower or any other member of the VL Group, acting reasonably; 


 

	 	12.16.3	Any Default or Event of Default, specifying in each case the relevant details and the action contemplated in this respect. 


 

	 	12.17	Accuracy of Reports 


All information, reports, statements and other documents and data provided to the Agent, the Finnvera Facility Agent or the Lenders,
whether pursuant to this Article or any other 

  
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provisions of this Agreement shall, at the time same shall be provided, be true, complete and accurate in all material respects to the extent necessary to provide the Lenders with a true and
accurate understanding of their effect. 
  

	13.	NEGATIVE COVENANTS 

 For so long as the
Loan Obligations or any other amounts payable hereunder to the Lender remain outstanding and unpaid, or the Borrower is entitled to borrow hereunder (whether or not the conditions precedent to such borrowing have been or may be satisfied), the
Borrower, for itself and each member of the VL Group and with respect to itself and each member of the VL Group, agrees that it shall not do any of the following: 
  

	 	13.1	Liquidation and Amalgamation 

 Liquidate or dissolve or take any steps to amalgamate, consolidate or effect any restructuring or corporate or capital reorganization, or change its head or registered office, except where
(i) (a) the surviving entity of any such amalgamation or merger assumes all of the obligations hereunder and (b) the transaction in question is between a member of the VL Group and its wholly-owned Subsidiaries or is among
wholly-owned Subsidiaries of the same member of the VL Group; or (ii) in all other cases, the transaction in question, in the sole opinion of the Lenders, acting reasonably, does not have a detrimental effect on the financial condition of the
VL Group, taken as a whole, or on the position of the Lenders and their Security under the Security Documents or otherwise. Notwithstanding the foregoing, no member of the VL Group may become a Subsidiary of a Person who is a non-resident of Canada
within the meaning of the Income Tax Act (Canada), without the prior written consent of the Lenders. 
  

	 	13.2	Charges 

 Create,
assume, enter into or permit to subsist, directly or indirectly, any Charge on the property of any member of the VL Group, other than Permitted Charges. 
  

	 	13.3	Asset Dispositions 


The VL Group shall not permit an Asset Disposition of all or any part of their property or assets (whether presently held or subsequently
acquired), other than sales at fair market value, and, in such case, only if (a) at the time of the proposed Asset Disposition, there is no Default or Event of Default hereunder and the proposed Asset Disposition will not cause such a Default
or Event of Default, and (b) the amount of (A) EBITDA of the VL Group generated during the preceding 12 months by the assets comprised in any such Asset Disposition, plus (B) the aggregate 12-month trailing EBITDA of the VL Group
generated by all other assets comprised in all previous Asset Dispositions made since the Closing Date (calculated as of the date of the applicable Asset Disposition), does not exceed 15% of the EBITDA of the VL Group for the 12 months ending on the
last day of the month immediately preceding the date of the proposed Asset Disposition; provided that the VL Group shall be permitted to make (i) dispositions of inventory in the ordinary course of


  
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business, (ii) dispositions of machinery, equipment, spare parts and materials, appliances or vehicles, if same are no longer necessary or useful to the operation of the business or have
become obsolete, worn out, surplus, damaged or unusable, as well as the non-material assets listed in Schedule “I” consisting of surplus real estate of the VL Group, which are excluded from the Security and not subject to any Charge
thereunder, and (iii) Asset Dispositions between members of the VL Group to the extent that the Borrower complies with the provisions of Section 12.12. In the event of any Asset Disposition permitted under this Section 13.3 to a
Person other than a member of the VL Group, the Security on the assets so disposed of shall be discharged by the Agent without any requirement to obtain the consent of the Lenders. In addition, any member of the VL Group shall be permitted to
dispose of Back-to-Back Preferred Shares in order to repay Back-to-Back Debt, and shall also be permitted to dispose of property as part of a Tax Benefit Transaction, provided that (A) no Default or Event of Default exists at the time and
(B) disposing of such Back-to-Back Preferred Shares or property as part of a Tax Benefit Transaction will not cause a Default or an Event of Default. 
  

	 	13.4	Preservation of Capital 

 Neither the Borrower nor any of the Guarantors shall: (a) return any capital to its shareholders or purchase, redeem, repurchase or otherwise acquire, directly or indirectly, for consideration, any
shares of any class of its capital stock now or subsequently issued, or any other equity security issued by it of any nature (including warrants and options), (b) declare, pay or set aside for payment any dividend or distribution whatsoever in
respect of any share of the capital stock of the Borrower or any Guarantor, or (c) set aside any funds for any of the purposes described in paragraphs (a) or (b); provided that distributions by way of loans, dividends, return of capital,
management fees (in excess of the 2.5% limit set out in Section 13.10), share repurchases or other transactions of the nature described in paragraphs (a) or (b) above: 

 

	 	13.4.1	made under Back-to-Back Transactions, Tax Benefit Transactions and, where Newco is a Guarantor, Tax Consolidation Transactions, 


 

	 	13.4.2	made to the Borrower or to a Guarantor that has provided an unlimited Guarantee and the Security to the Agent on behalf of the Lenders, 


 

	 	13.4.3	made at a time that the Leverage Ratio, calculated on a pro forma basis after taking into account the payment proposed, is less than or equal to 4.0:1, and


  

	 	13.4.4	consisting of a quarterly payment not in excess of 100% of Excess Cash Flow if the Leverage Ratio, calculated on a pro forma basis after taking into account the
payment proposed, is greater than 4.0:1; 

 will be permitted, provided that (i) no Default or Event of
Default exists at the time of the proposed distribution and (ii) making the payment of such amount will not cause a Default or Event of Default. 

  
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	 	13.5	Restrictions on Subsidiaries 

 Without the consent of the Majority Lenders, no member of the VL Group shall assume, enter into or otherwise become bound by any agreement or undertaking (including any undertaking in any Additional
Offering) that would reasonably be expected to prevent such Person from declaring or paying dividends or inter-company payments or distributions of any kind to the Borrower, except as contained herein. 

 

	 	13.6	Acquisitions 

 Make
any Acquisition, in any manner whatsoever, directly or indirectly, other than an Acquisition required for the purpose of carrying on its business in the ordinary course, or permit any Subsidiary or Subsidiaries to be constituted otherwise than in
accordance with the provisions of Section 13.10, except that (a) the members of the VL Group shall be permitted to make Acquisitions in the Core Business and permitted to create Subsidiaries (to the extent any such Subsidiaries are
Acquired as part of any such Acquisition) if: (i) no Default or Event of Default exists at the time, (ii) paying the purchase price in respect of such Acquisition will not cause a Default or Event of Default, and (iii) any Person
which is Acquired or created as a Subsidiary, if any, as a result of such Acquisition, becomes a member of the VL Group (other than in relation to a Spectrum Auction and Purchase, in which case Section 4.2.1 shall apply) and provides the
Security contemplated by Section 4.2.1 or Article 9, subject to the exception contemplated by Section 9.3, as the case may be, (b) Acquisitions may be made of and between members of the VL Group to the extent that the Borrower
complies with the provisions of Section 12.12, (c) any member of the VL Group shall be permitted to acquire Back-to-Back Securities in an amount not exceeding the amount of the corresponding Back-to-Back Securities, and shall also be
permitted to acquire property as part of a Tax Benefit Transaction, provided that (A) no Default or Event of Default exists at the time and (B) acquiring such Back-to-Back Securities or property as part of a Tax Benefit Transaction will
not cause a Default or an Event of Default, and (d) any member of the VL Group shall be permitted to acquire Equity Interests of any of its Affiliates to the extent such Equity Interests are converted in full into cash (pursuant to a redemption
or other transaction by such Affiliate) either (i) substantially contemporaneously with the Acquisition, provided that (A) prior to the Acquisition, such Affiliate shall provide a Solvency Certificate from one of its senior financial
officers, (B) no Default or Event of Default exists at the time and (C) acquiring such Equity Interests and the redemption or other transaction that follows will not cause a Default or an Event of Default, or (ii) within 3 Business
Days after the date of the Acquisition, provided that in such case (A) prior to the Acquisition, at the request of the Agent, acting reasonably, such Affiliate shall provide a Solvency Certificate from a reputable third party acceptable to the
Agent, (B) no Default or Event of Default exists at the time, and (C) acquiring such Equity Interests and the redemption or other transaction that follows will not cause a Default or an Event of Default. 

  
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	 	13.7	Debt and Guarantees 


Incur or assume Debt, provide Guarantees or render itself liable in any manner whatsoever, directly or indirectly, for any Indebtedness or
obligation whatsoever of another Person, except (a) hereunder for the purposes set forth in Section 3.1; (b) that a member of the VL Group may provide financial assistance to another member of the VL Group to the extent that the
Borrower complies with the provisions of Section 12.12; (c) unsecured Debt not exceeding $75,000,000 under the Tranche B Finnvera credit agreement entered into among the Borrower, HSBC Bank plc, The Toronto-Dominion Bank, Credit Suisse and
Sumitomo Banking Corporation of Canada dated as of November 13, 2009; (d) in connection with Debt incurred or assumed that is secured by Permitted Charges, and within the limits applicable thereto; (e) in connection with Back-to-Back
Transactions and Tax Benefit Transactions including by way of unsecured daylight loans; (f) that the Borrower may incur or assume unsecured Debt by way of Additional Offerings, and that a member of the VL Group may provide unsecured Guarantees
in respect of obligations of the Borrower under any such Debt outstanding at any time, to the extent that the Borrower complies with the applicable Leverage Ratio calculated on a pro forma basis and such member has provided a Guarantee under
Section 9.1.1 or provides such a Guarantee contemporaneously with its Guarantee in relation to the Additional Offering; (g) unsecured Debt by way of Additional Offerings incurred before the Closing Date and listed in Schedule
“H”; (h) the Borrower may borrow Subordinated Debt from Quebecor Media Inc. in a principal amount outstanding from time to time of up to $500,000,000, with interest at a rate not exceeding the greater of (y) the three month
bankers’ acceptance rate quoted on Reuter’s Services, page CDOR, as at approximately 10:00 a.m. on such day plus 3.0% per annum, or (z) 7% per annum (together with interest accrued thereon or paid in kind, the “QMI
Subordinated Debt”); (i) additional unsecured Debt of up to $100,000,000; (j) in connection with other Subordinated Debt; (k) unsecured daylight loans incurred in connection with Tax Consolidation Transactions, provided that
prior to incurring the daylight loan made at the initiation of any Tax Consolidation Transaction in a minimum amount of $75,000,000, the Agent shall have been informed by the Borrower of the incurrence of such daylight loan; and (l) unsecured
Debt in respect of daylight loans in the ordinary course of business for cash management purposes; provided that, with respect to any of the matters described in paragraphs (c) to (i) above inclusive, (A) no Default or Event of
Default exists at the time, (B) incurring or assuming such Debt (including by way of providing such Guarantee) will not cause a Default or Event of Default, and (C) on a pro forma basis, the incurrence or assumption of such Debt
would not reasonably be expected to cause the Borrower to breach any of its covenants under Section 12.11 hereof. 
  

	 	13.8	Financial Assistance by the VL Group 

 Make any loan or advance to any party other than (a) as contemplated by Sections 13.4 and 13.6, or (b) to another member of the VL Group to the extent that the Borrower complies with the
provisions of Section 12.12, or (c) by way of Back-to-Back Transactions or Tax Benefit Transactions. Notwithstanding the foregoing, the VL Group shall be entitled to provide financial assistance to their customers in the ordinary course of
the Core Business by way of subsidizing consumer equipment purchases and leases and similar transactions. 

  
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	 	13.9	Subordinated Debt 


Repay any Debt the repayment of which is subordinated to the rights of the Lenders, or pay any interest due to the creditor of any such
Debt, other than (a) interest due in respect of Subordinated Debt (including the QMI Subordinated Debt), provided (for greater certainty) that no Default has occurred or will occur as a result of such payment, and (b) any amount under or
in connection with the QMI Subordinated Debt, provided that the amount so repaid, together with the amounts distributed by the Borrower in accordance with Section 13.4, do not in the aggregate exceed the amounts permitted to be distributed by
the Borrower under Section 13.4, and (c) in respect of Back-to-Back Securities or Back-to-Back Transactions. In addition, the Borrower may agree to the conversion of the QMI Subordinated Debt into additional Equity Interests of the
Borrower. 
  

	 	13.10	Members of the VL Group, Related Party Transactions 

 Permit any Change in Control. In addition, no transaction shall be entered into by any member of the VL Group with any Associate of any member of the VL Group except on fair market terms and conditions as
would be contracted by Persons dealing at arms’ length, provided that this last sentence shall not apply to the transactions expressly permitted by paragraph (e) of Section 13.7; provided, however, for greater certainty, that to the
extent payments made in connection with or in respect of the Back-to-Back Transactions are made to any Affiliates of the Borrower that are not members of the VL Group, all corresponding payments required to be paid by such Affiliates pursuant to the
related Back-to-Back Securities are received, immediately prior to, concurrently with or immediately subsequent to any such payments, by all applicable members of the VL Group, and each such payment by a member of the VL Group shall be conditional
upon receipt of an equal or greater amount from such non-member of the VL Group that is an Affiliate. Finally, payment of a management fee or other similar expense by the Borrower to its direct or indirect parent company shall be permitted for bona
fide services (including reimbursement for expenses incurred in connection with, or allocation of corporate expenses in relation to, providing such services) provided to, and directly related to the operations of, the VL Group, in an aggregate
annual amount not to exceed 2.5% of consolidated revenues (being gross revenues of the VL Group calculated in accordance with GAAP, less any amounts derived from Persons that are not members of the VL Group except to the extent of the actual amount
of dividends or distributions actually paid to a member of the VL Group by such Person) in any twelve-month period. 
  

	 	13.11	Derivative Instruments 

 Enter into any Derivative Instruments other than for the purposes of hedging interest rate, commodity or foreign exchange exposure, and not for the purpose of speculation. 

  
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	 	13.12	Anti-Terrorism Laws 


No member of the VL Group or any of its Subsidiaries shall engage in or conspire to engage in any transaction that has the purpose of
evading or avoiding or any provision of the Proceeds of Crime Act that is applicable to its activities. The Borrower shall deliver to the Agent and Lenders any certification or other evidence requested from time to time by the Agent or any Lender,
in its discretion, confirming compliance with this Section by the VL Group and each of its Subsidiaries. 
  

	14.	EVENTS OF DEFAULT AND REALIZATION 

  

	 	14.1	Event of Default 


The occurrence of any of the following events shall constitute an Event of Default unless remedied within the prescribed delays or
renounced to in writing: 
  

	 	14.1.1	If the Borrower fails to make any payment of principal or Fees with respect to the Loan Obligations when due, or fails to pay any interest due hereunder within 3
Business Days from its due date; or 

  

	 	14.1.2	If the Borrower fails to respect any of the financial tests set out in Section 12.11 or 12.12 hereof at any time; provided that in the case of a breach of
Section 12.12, the Borrower shall have 15 days to cure the Default as long as the Borrower and the Guarantors shall collectively (a) own at least 75% of the consolidated assets of the Borrower, and (b) generate at least 75% of the
consolidated EBITDA of the Borrower on a rolling four-quarter basis. If the ownership or EBITDA generation level of the Borrower and the Guarantors is below 75%, no cure period shall apply; 


 

	 	14.1.3	If the Borrower or any Guarantor (other than an Immaterial Subsidiary) fails to respect any of its other obligations and undertakings hereunder or under the Security
Documents or another undertaking of the Borrower or any other Guarantor (other than an Immaterial Subsidiary) with respect to the Loan Obligations not otherwise contemplated by this Section 14.1 and has not remedied the Default within fifteen
(15) days following the date on which the Agent has given written notice to the Borrower; or 

  

	 	14.1.4	 If (a) the Borrower or any other member of the VL Group (other than an Immaterial Subsidiary) commits an act of bankruptcy within the meaning of
the Bankruptcy and Insolvency Act, makes an assignment in favour of its creditors, consents to the filing of a petition for a receiving order against it, files a proposal within the meaning of the Bankruptcy and Insolvency Act, or makes a motion to
a tribunal to name, or 



  
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consents to, approves or accepts the appointment of a trustee, receiver, liquidator or sequestrator with respect to itself or its property, commences any other proceeding with respect to itself
or its property under the provisions of any law contemplating reorganizations, proposals, rectifications, compromises or liquidations in connection with insolvent Persons, in any jurisdiction whatsoever; or (b) a trustee, receiver, liquidator
or sequestrator is named with respect to any member of the VL Group (other than an Immaterial Subsidiary) or its property, or any member of the VL Group (other than an Immaterial Subsidiary) is judged insolvent or bankrupt; or (c) a proceeding
seeking to name a trustee, receiver, liquidator or sequestrator, or to force any member of the VL Group (other than an Immaterial Subsidiary) into bankruptcy, is commenced against any member of the VL Group (other than an Immaterial Subsidiary) or a
proceeding is commenced by any other Person against any member of the VL Group (other than an Immaterial Subsidiary) under the provisions of any law contemplating reorganisations, proposals, rectifications, arrangements, compromises or liquidations
in connection with insolvent Persons and is not settled or withdrawn within a delay of 30 days; or 

  

	 	14.1.5	If any member of the VL Group is in default with respect to any Indebtedness (other than amounts due to the Lenders hereunder) which has resulted in Indebtedness in
excess of an amount of $25,000,000 becoming payable prior to its stated maturity or scheduled repayment date; or 

  

	 	14.1.6	If one or more judgments is rendered by a competent tribunal against any member of the VL Group in an aggregate amount in excess of $25,000,000 (net of applicable
insurance coverage pursuant to which liability is acknowledged in writing by the insurer, with a copy promptly provided to the Agent on behalf of the Lenders) and remains undischarged or unsatisfied for a period ending on the earlier of (a) 25
days from such judgment, or (b) the 5th day prior to the date on which such judgment becomes executory; or 

  

	 	14.1.7	If property of any member of the VL Group having a total value in excess of $25,000,000 is the object of one or more seizures or takings of possession or other legal
proceedings by creditors, and is not released within 15 days in respect of movable property or 45 days in respect of immovable property, and in any event, not less than 10 days prior to the date fixed for any sale of such property; or


  

	 	14.1.8	 If any statement, attestation, financial statement, report, data, representation or warranty which was given by, for the account of or in the name of
the Borrower or any other member of the VL Group (other than an Immaterial Subsidiary) to the Lenders, with respect to this 



  
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Agreement or any Security Documents, is revealed at any time to be misleading or incorrect in any material respect when it was made, and if any event or circumstance which makes such statement,
attestation, financial statement, report, data, representation or warranty misleading in any material respect is capable of being remedied, such action as may be required to remedy same shall not have been completed within 15 days of the earlier of
(a) the Agent notifying the Borrower or, as the case may be, a Guarantor of such breach, or (b) the Borrower notifying the Agent of the Default in accordance with subsection 12.16.3; or 


 

	 	14.1.9	If in the opinion of the Lenders, acting in good faith, there occurs a Material Adverse Change and the situation has not been remedied within 15 days following the
earlier of the date on which (a) the Agent gave notice thereof to the Borrower, or (b) the Borrower gave notice to the Agent in accordance with subsection 12.16.3; or 


 

	 	14.1.10	If a Change in Control occurs; or 

  

	 	14.1.11	If any Guarantee to be provided by any Guarantor (other than an Immaterial Subsidiary) hereunder is or purports to be terminated by notice given under article 2362 of
the Quebec Civil Code. 

  

	 	14.2	Remedies 

 If an
Event of Default occurs under subsection 14.1.4, the Loan Obligations shall immediately become due and payable, without presentation, demand, protest or other notice of any nature, to which the Borrower hereby expressly renounces. If any other Event
of Default occurs, the Agent may, at its option, and shall if required to do so by the Required Lenders-Acceleration, declare immediately due and payable, without presentation, demand, protest or other notice of any nature, to which the Borrower
hereby expressly renounces, notwithstanding any provision to the contrary effect in this Agreement or in the Security Documents: 
  

	 	14.2.1	the entire amount of the Loan Obligations, including the amount corresponding to the principal amount of the BA Advances then outstanding, in principal and interest,
notwithstanding the fact that one or more of the holders of the Bankers’ Acceptances issued pursuant to the provisions hereof have not demanded payment in whole or in part or have demanded only partial payment from the Lenders, and the amount
of the Derivative Obligations. The Borrower shall not have the right to invoke against the Lenders any defence or right of action, indemnification or compensation of any nature or kind whatsoever that the Borrower may at any time have or have had
with respect to any holder of one or more of the Derivative Instruments or Bankers’ Acceptances issued in accordance with the provisions hereof; and 


  
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	 	14.2.2	an amount equal to the amount of losses, costs and expenses assumed by the Lenders and referred to in Sections 7.2, 7.4 and 17.13; and 


the Credit shall cease and as and from such time shall be cancelled, and the Lenders may exercise all of their rights and recourses under
the provisions of this Agreement and of the Security Documents. For greater certainty, from and after the occurrence of any Default or Event of Default, the Lenders shall not be obliged to make any further Advances under the Credit. 

 

	 	14.3	Bankruptcy and Insolvency 

 If the Borrower files a notice of intention to file a proposal, or files a proposal under the Bankruptcy and Insolvency Act, or if the Borrower obtains the permission of the court to file a Plan of
Arrangement under the Companies’ Creditors Arrangements Act, and if a stay of proceedings is obtained or ordered under the provisions of either of those statutes, without prejudice to the Lenders’ rights to contest such stay of
proceedings, subject to Applicable Law, the Borrower covenants and agrees to continue to pay interest on all amounts due to the Lenders in accordance with the provisions hereof. In this regard, the Borrower acknowledges that permitting the Borrower
to continue to use the proceeds of the Loan Obligations constitutes valuable consideration provided after the filing of any such proceeding in the same way that permitting the Borrower to use leased premises constitutes such valuable consideration.

  

	 	14.4	Notice 

 Except
where otherwise expressly provided herein, no notice or demand of any nature is required to be given to the Borrower by the Agent in order to put the Borrower in default, the latter being in default by the simple lapse of time granted to execute an
obligation or by the simple occurrence of a Default. 
  

	 	14.5	Costs 

 If an Event
of Default occurs, and within the limits contemplated by Section 12.14, the Agent may impute to the account of the Lenders and pay to other persons reasonable sums for services rendered with respect to the realization, recovery, sale, transfer,
delivery and obtaining of payment with respect to the Security and may deduct the amount of such costs and payments from the proceeds which it receives therefrom. The balance of such proceeds may be held by the Agent in the place of such Security
and, when the Agent decides it is opportune, may be applied to the account of the part of the indebtedness of the Borrower to the Lenders which the Agent deems preferable, without prejudice to the rights of the Lenders against the Borrower for any
loss of profit. 
  

	 	14.6	Relations with the Borrower 

 The Agent may grant delays, take security or renounce thereto, accept compromises, grant acquittances and releases and otherwise negotiate with the Borrower as it deems advisable without in any way
diminishing the liability of the Borrower or prejudicing the rights of the Lenders with respect to the Security. 

  
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	 	14.7	Application of Proceeds 

 Subject to the provisions hereof, and as among the Lenders, subject in particular to the provisions of Section 18.8, the Agent may apply the proceeds of realization of the property contemplated by
the Security Documents and of any credit or compensating balance in reduction of the part of the Loan Obligations (principal, interest or accessories) which the Agent judges appropriate. If any Lender is owed money by the Borrower on account of
Derivative Obligations, the claim of such Lender shall rank pari passu with the other amounts comprising the Loan Obligations. 
  

	15.	JUDGMENT CURRENCY 

  

	 	15.1	Rules of Conversion 


If for the purpose of obtaining judgment in any court or for any other purpose hereunder, it is necessary to convert an amount due,
advanced or to be advanced hereunder from the currency in which it is due (the “First Currency”) into another currency (the “Second Currency”) the rate of exchange used shall be that at which, in accordance with
normal banking procedures, the Agent could purchase, in the Canadian money market or the Canadian exchange market, as the case may be, the First Currency with the Second Currency on the date on which the judgment is rendered, the sum is payable or
advanced or to be advanced, as the case may be. The Borrower agrees that its obligations in respect of any First Currency due from it to the Lenders in accordance with the provisions hereof shall, notwithstanding any judgment rendered or payment
made in the Second Currency, be discharged by a payment made to the Agent on account thereof in the Second Currency only to the extent that, on the Business Day following receipt of such payment in the Second Currency, the Agent or the Finnvera
Facility Agent, as applicable, may, in accordance with normal banking procedures, purchase on the Canadian money market or the Canadian foreign exchange market, as the case may be, the First Currency with the amount of the Second Currency so paid or
which a judgment rendered payable (the rate applicable to such purchase being in this Section called the “FX Rate”); and if the amount of the First Currency which may be so purchased is less than the amount originally due in the
First Currency, the Borrower agrees as a separate and independent obligation and notwithstanding any such payment or judgment to indemnify the Lenders against such deficiency. 

 

	 	15.2	Determination of an Equivalent Currency 

 If, in their discretion, the Lenders, the Agent or the Finnvera Facility Agent choose or, pursuant to the terms of this Agreement, are obliged to choose the equivalent in Canadian Dollars of any
securities or amounts expressed in US Dollars or the equivalent in US Dollars of any securities or amounts expressed in Canadian Dollars, the Agent or the Finnvera Facility Agent, as the case may be, in accordance with the conversion rules as
stipulated in Section 15.1 

  
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	 	15.2.1	on the date indicated in the Notice of Borrowing as the date of a request for an Advance; and 


 

	 	15.2.2	at any other time which in the opinion of the Lenders is desirable; 

 may, using the FX Rate, at such time on such date, determine the equivalent in Canadian Dollars or in US Dollars, as the case may be (the “Equivalent Amount”), of any security or amount
expressed in the other currency pursuant to the terms hereof. Immediately following such determination, the Agent or the Finnvera Facility Agent, as applicable, shall inform the Borrower of the conclusion which the Lenders have reached. 

 

	16.	ASSIGNMENT 

 None of the provisions of
Article 16 shall apply to the Finnvera Facility Lenders or the Finnvera Term Facility, in respect of which the relevant provisions are set out in Section 10 of Schedule “P”. However, the Finnvera Facility Agent shall advise the Agent
of any Assignments under the Finnvera Term Facility and shall also provide a list of up-to-date Commitments of each Finnvera Facility Lender whenever any changes to such Commitments occur. 

 

	 	16.1	Assignment by the Borrower 

 The rights of the Borrower under the provisions hereof are purely personal and may not be transferred or assigned, and the Borrower may not transfer or assign any of its obligations, such assignment being
null and of no effect opposite the Lenders and rendering any balance outstanding of the amounts referred to in Section 14.2 immediately due and payable at the option of the Lenders and further releasing the Lenders from any obligation to make
any further Advances under the provisions hereof. 
  

	 	16.2	Assignments and Transfers by the Lenders 

  

	 	16.2.1	No Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions of
subsection 16.2.2, or (ii) by way of a sale of a participation in accordance with the provisions of Section 16.5 (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement,
expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in Section 16.5 and, to the extent expressly
contemplated hereby, the Related Parties of each of the Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. 


  
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	 	16.2.2	Each Lender may assign or transfer to an Eligible Assignee in accordance with this Article 16 up to 100% of its rights, benefits and obligations hereunder; provided
that: 

  

	 	(a)	except (i) if an Event of Default has occurred and has not been waived, or (ii) in the case of an assignment of the entire remaining amount of the assigning
Lender’s Commitment and the Loan Obligations at the time owing to it, or (iii) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment being
assigned (which for this purpose includes Loan Obligations outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan Obligations of the assigning Lender subject to each such
assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than
$5,000,000, in the case of any assignment in respect of the Revolving Facility, unless each of the Agent and, so long as no Event of Default has occurred and has not been waived, the Borrower, otherwise consent to a lower amount (each such consent
not to be unreasonably withheld or delayed); 

  

	 	(b)	each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with
respect to the Loan Obligations or the Commitment assigned, except that this paragraph (b) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Facilities on a non-pro rata basis;


  

	 	(c)	any assignment of a Commitment under the Revolving Facility must be approved by the Issuing Lender and the Swing Line Lender (such approval not to be unreasonably
withheld or delayed) unless the Person that is the proposed Assignee is itself already a Lender with a Commitment under that Facility; 

  

	 	(d)	any assignment must be approved by the Agent (such approval not to be unreasonably withheld or delayed). 


 

	 	(e)	 any assignment must be approved by the Borrower (such approval not to be unreasonably withheld or delayed if the Eligible Assignee is funding its
Commitment out of the United States of America or Canada, but may be withheld in the Borrower’s discretion if the Commitments are being funded from elsewhere) 



  
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unless (i) the proposed Assignee is itself already a Lender with the same type of Commitment or (ii) a Default has occurred and is continuing or (iii) an Event of Default has
occurred and not been waived; and 

  

	 	(f)	the parties to each Assignment shall execute and deliver to the Agent an Assignment and Assumption Agreement, together with a processing and recordation fee in an
amount of $3,500, and the Eligible Assignee, if it is not a Lender, shall deliver to the Agent an Administrative Questionnaire. 

 Subject to acceptance and recording thereof by the Agent pursuant to Section 16.3, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder
shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the
interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement,
such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Article 7 and Section 17.13 with respect to facts and circumstances occurring prior to the effective date of such Assignment. Any Assignment or
transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with
Section 16.5. Any payment by an Assignee to an assigning Lender in connection with an Assignment shall not be or be deemed to be a repayment by the Borrower or a new Advance to the Borrower. 

 

	 	16.3	Register 

 The
Agent shall maintain at one of its offices in Toronto, Ontario or Montreal, Quebec, a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and
principal amounts of the Loan Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Agent and
the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by
the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice. 
  

	 	16.4	Electronic Execution of Assignments 

 The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption Agreement shall be deemed to include electronic signatures or the
keeping of records in electronic form, each of which shall be of the same legal effect, validity or 

  
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enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Law, including the
Electronic Documents (Banks and Bank Holding Companies) Regulations under the Bank Act (Canada), Parts 2 and 3 of the Personal Information Protection and Electronic Documents Act (Canada), An Act to Establish a Legal
Framework for Information Technology (Quebec), the Electronic Commerce Act, 2000 (Ontario) and other similar federal or provincial laws based on the Uniform Electronic Commerce Act of the Uniform Law Conference of Canada or its Uniform
Electronic Evidence Act, as the case may be. 
  

	 	16.5	Participations 


Any Lender may at any time, without the consent of, or notice to, the Borrower or the Agent, sell participations to any Person (other than
a natural person, a member of the VL Group or any Affiliate of a member of the VL Group) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of
its Commitment and/or the Loan Obligations owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for
the performance of such obligations and (iii) the Borrower, the Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any
payment by a Participant to a Lender in connection with a sale of a participation shall not be or be deemed to be a repayment by the Borrower or a new Advance to the Borrower. 
 Subject to Section 16.6, the Borrower agrees that each Participant shall be entitled to the benefits of Article 7 to the same extent as if it were a Lender and had acquired its interest by Assignment
pursuant to subsection 16.2.2. To the extent permitted by Applicable Law, each Participant also shall be entitled to the benefits of Section 8.11 as though it were a Lender, provided such Participant agrees to be subject to Section 18.8 as
though it were a Lender. 
  

	 	16.6	Limitations Upon Participant Rights 

 A Participant shall not be entitled to receive any greater payment under Sections 7.2 and 7.3 than the applicable Lender would have been entitled to receive with respect to the participation sold to such
Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 7.3
unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with subsection 7.3.5 as though it were a Lender. 

 

	 	16.7	Certain Pledges and Special Provisions 

 16.7.1 General. Any Lender may, at any time, pledge, hypothecate or grant a security interest in all or any portion of its rights under this Agreement to secure obligations of such


  
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Lender, but no such pledge, hypothec or security interest shall release such Lender from any of its obligations hereunder or substitute any such pledgee or security holder for such Lender as a
party hereto. 
 16.7.2 Federal Reserve Bank. Notwithstanding any provision of this Agreement to the contrary, any Lender
governed by the Applicable Law of the United States of America may at any time assign all or a portion of its rights under this Agreement and all other documents ancillary hereto (including the other Loan Documents) to a Federal Reserve Bank in
order to secure its obligations to such Federal Reserve Bank. No such assignment shall relieve the assigning Lender from its obligations under this Agreement or such other documents. 

16.7.3 Promissory Notes. Upon the request of any Lender, the Borrower will execute and deliver one or more promissory notes in form
and substance acceptable to such Lender, acting reasonably, evidencing the Commitment under this Agreement and any Loan Obligations hereunder. 
  

	17.	MISCELLANEOUS 

  

	 	17.1	Notices 

 Except
where otherwise specified herein, all notices, requests, demands or other communications between the parties hereto shall be in writing and shall be deemed to have been duly given or made to the party to whom such notice, request, demand or other
communication is given or permitted to be given or made hereunder, when delivered to the party (by certified mail, postage prepaid, or by facsimile or by physical delivery) to the address of such party and to the attention indicated under the
signature of such party or to any other address which the parties hereto may subsequently communicate to each other in writing. Notwithstanding the foregoing, any notice shall be deemed to have been received by the party to whom it is addressed
(a) upon receipt if sent by mail and (b) if telecopied before 3:00 p.m. on a Business Day, on that day and if telecopied after 3:00 p.m. on a Business Day, on the Business Day next following the date of transmission. If normal postal or
telecopier service is interrupted by strike, work slow-down, fortuitous event or other cause, the party sending the notice shall use such services which have not been interrupted or shall deliver such notice by messenger in order to ensure its
prompt receipt by the other party. 
  

	 	17.2	Amendment and Waiver 

 The rights and recourses of the Lenders under this Agreement and the Security Documents are cumulative and do not exclude any other rights and recourses which the Lenders might have, and no omission or
delay on the part of the Lenders in the exercise of any right shall have the effect of operating as a waiver of such right, and the partial or sole exercise of a right or power will not prevent the Lenders from exercising thereafter any other right
or power. The provisions of this Agreement may only be amended or waived by an instrument in writing (and not orally) in each case signed by the Agent with the approval of the requisite majority of Lenders. 

  
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	 	17.3	Determinations Final 

 In the absence of any manifest error, any determinations to be made by the Lenders in accordance with the provisions hereof, when made, are final and irrevocable for all parties. 

 

	 	17.4	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 Agreement are hereby
deemed to be null other than those contained in a letter by the Borrower to the Agent dated December 21, 2005 and confirmed by the Agent on March 1, 2006, and a letter by the Borrower to the Agent dated February 28, 2006 and confirmed
by the Agent on the same date. 
  

	 	17.5	Indemnification and Compensation 

 In addition to the other rights now or hereafter conferred by law and those described in subsection 6.6.2 and Section 8.12, and without limiting such rights, if a Default or Event of Default should
occur, each Lender, the Finnvera Facility Agent and the Agent is hereby authorized by the Borrower, at any time and from time to time, subject to the obligation to give notice to the Borrower subsequently and within a reasonable delay, to indemnify,
compensate, use and allocate any deposit (general or special, term or demand, including, without limitation, any debt evidenced by certificates of deposit, whether or not matured) and any other debt at any time held or due by the Lenders to the
Borrower or to its credit or its account, with respect to and on account of any obligation and indebtedness of the Borrower to the Lenders in accordance with the provisions hereof or the Security Documents, including, without limitation, the
accounts of any nature or kind which flow from or relate to this Agreement or the Security Documents, whether or not the Agent has made demand under the terms hereof or has declared the amounts referred to in Section 14.2 as payable in
accordance with the provisions of that Section and even if such obligation and Debt or either of them is a future or unmatured Debt. 
  

	 	17.6	Benefit of Agreement 

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

 

	 	17.7	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. 

  
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	 	17.8	Applicable Law 


This Agreement, its interpretation and its application shall be governed by the Applicable Law of the Province of Quebec and the
Applicable Law of Canada applicable therein. 
  

	 	17.9	Severability 

 Each
provision of this Agreement is separate and distinct from the others, such that any decision of a court or tribunal to the effect that any provision of this Agreement is null or unenforceable shall in no way affect the validity of the other
provisions of this Agreement or the enforceability thereof. Any provision of this agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability
without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by Applicable Law,
the Borrower hereby waives any provision of any Applicable Laws which renders any provision hereof prohibited or unenforceable in any respect. 
  

	 	17.10	Further Assurances 


The Borrower covenants and agrees on its own behalf and on behalf of each member of the VL Group that, at the request of the Agent or the
Finnvera Facility Agent, the Borrower and each other member of the VL Group will at any time and from time to time execute and deliver such further and other documents and instruments and do all acts and things as the Agent or the Finnvera Facility
Agent in its absolute discretion requires in order to evidence the indebtedness of the Borrower under this Agreement or otherwise, including under any Derivative Instruments, and to confirm and perfect, and maintain perfection of, the Security.

  

	 	17.11	Good Faith and Fair Consideration 

 Each party hereto acknowledges and declares that it has entered into this Agreement freely and of its own will. In particular, each party hereto acknowledges that this Agreement was freely negotiated by
the Borrower and the Lenders in good faith, that this Agreement does not constitute a contract of adhesion, that there was no exploitation of the Borrower by the Lenders, and that there is no serious disproportion between the consideration provided
by the Lenders and that provided by the Borrower. 
  

	 	17.12	Responsibility of the Lenders 

 Each Lender shall be solely responsible for the performance of its own obligations hereunder. Accordingly, no Lender is in any way jointly and severally or solidarily responsible for the performance of
the obligations of any other Lender. 
  

	 	17.13	Indemnity 

 The
Borrower agrees to indemnify and defend each of the Agent, the Finnvera Facility Agent, each Lender, and their respective directors, officers, agents and employees from, and 

  
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hold each of them harmless against, any and all losses, liabilities, claims, damages or expenses of any kind which at any time or from time to time may be asserted against or incurred or paid by
any of them for or in connection with, arising directly or indirectly from or relating to: (i) the participation of the Agent, the Finnvera Facility Agent or of any of the Lenders in the transactions contemplated by this Agreement,
(ii) any Advance or the use or proposed use of the proceeds therefrom (including any refusal by the Issuing Lender to honour a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly
comply with the terms of such Letter of Credit), (iii) the role of the Agent, the Finnvera Facility Agent or the Lenders in any investigation, litigation or other proceeding brought or threatened relating to the Credit, (iv) the presence
on or under or the release or migration from any property or into the environment of any hazardous material, and/or (v) the compliance with or enforcement of any of their rights or obligations hereunder, including without limitation:

  

	 	17.13.1	the fees and disbursements of counsel; 

  

	 	17.13.2	the costs of defending, counterclaiming or claiming over against third parties in respect of any action or matter and any cost, liability or damage arising out of any
settlement; and 

  

	 	17.13.3	other than losses, liabilities, claims, damages or expenses incurred by reason of the gross negligence or wilful misconduct of the indemnified party, as determined by a
final judgment of a court of competent jurisdiction. 

  

	 	17.14	Language 

 The
parties acknowledge that they have required that the present 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 exigé la rédaction en anglais de la présente convention ainsi que de tous documents exécutés, avis donnés et procédures judiciaires intentées, directement ou
indirectement, relativement ou à la suite de la présente convention. 
  

	 	17.15	Anti-Terrorism Legislation 

 Each Lender hereby notifies the Borrower and each member of the VL Group that pursuant to the requirements of the USA Patriot Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001, with
respect to the USA) and the Proceeds of Crime Act (with respect to Canada) (in this Section, the “Acts”), it is required to obtain, verify and record information that identifies the Borrower and the other members of the VL Group,
which information includes the names and addresses of the Borrower and the other members of the VL Group and other information that will allow such Lender to identify the Borrower and the other members of the VL Group in accordance with the Acts.


  
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	18.	THE AGENT AND THE LENDERS 

  

	 	18.1	Authorization of Agent 

  

	 	18.1.1	Each Lender hereby irrevocably appoints and authorizes the Agent to act for all purposes as its agent hereunder and under the Security Documents with such powers as are
expressly delegated to the Agent by the terms of this Agreement, together with such other powers as are reasonably incidental thereto and undertakes not to take any action on its own. Notwithstanding the provisions of the Civil Code of Quebec
relating to contracts generally and to mandate, the Agent shall have no duties or responsibilities except those expressly set forth in this Agreement. As to any matters not expressly provided for by this Agreement, the Agent shall act hereunder or
in connection herewith in accordance with the instructions of the Lenders in accordance with the provisions of this Article 18, but, in the absence of any such instructions, the Agent may (but shall not be obliged to) act as it shall deem fit in the
best interests of the Lenders, and any such instructions and any action taken by the Agent in accordance herewith shall be binding upon each Lender. The Agent shall not, by reason of this Agreement, be deemed to be a trustee for the benefit of any
Lender, the Borrower or any other Person. Neither the Agent nor any of its directors, officers, employees or agents shall be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any
certificate or other document referred to, or provided for in, or received by any of them under, this Agreement, for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, or any other document referred to
or provided for herein or any collateral provided for hereby or for any failure by the Borrower to perform its obligations hereunder. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of
any such agents or attorneys-in-fact selected by it with reasonable care. Neither the Agent nor any of its directors, officers, employees or agents shall be responsible for any action taken or omitted to be taken by it or them under or in connection
herewith, except for its or their own gross negligence or wilful misconduct. 

  

	 	18.1.2	 For the purposes of creating a solidarité active between each Lender, taken individually, and the Agent in accordance with Article 1541
of the Civil Code of Québec, the Borrower and each Lender (on its own behalf) acknowledge and agree with the Agent that such Lender and the Agent are hereby conferred the legal status of solidary creditors of the Borrower and the
Guarantors in respect of all amounts, liabilities and other obligations, present and future, owed by the Borrower to the Agent and such Lender hereunder and under Derivative Instruments




  
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(collectively, the “Lender Solidary Claim”). Accordingly, but subject (for the avoidance of doubt) to Article 1542 of the Civil Code of Québec, the Borrower and
each of the Guarantors is irrevocably bound towards the Agent and each Lender in respect of the entire Lender Solidary Claim of the Agent and such Lender, such that the Agent and each Lender shall at all times have a valid and effective right of
action for the entire Lender Solidary Claim of the Agent and such Lender and the right to give a full acquittance for it. Thus, without limiting the generality of the foregoing, the Agent, as solidary creditor for itself and each Lender, shall at
all times have a valid and effective right of action in respect of all amounts, liabilities and other obligations owed by the Borrower and the Guarantors to the Agent and the Lenders or any of them hereunder and under Derivative Instruments and the
right to give full acquittance for same. The parties further agree and acknowledge that the Security Documents described in Section 9.1 shall be granted to the Agent, for its own benefit and for the benefit of the Lenders, as solidary creditor
as hereinabove set forth. 

  

	 	18.2	Agent’s Responsibility 

  

	 	18.2.1	The Agent shall be entitled to rely upon any certificate, notice or other document (including any cable, telegram or telecopy) believed by it to be genuine and correct
and to have been signed or sent by or on behalf of the proper person or persons, and upon advice and statements of legal advisers, independent accountants and other experts selected by the Agent. The Agent may deem and treat each Lender as the
holder of the Commitment in the Loan Obligations made by such Lender for all purposes hereof unless and until an Assignment has been completed in accordance with Section 16.2. 


 

	 	18.2.2	The Agent shall not be deemed to have knowledge of the occurrence of a Default or Event of Default unless the Agent has received notice from a Lender or the Borrower
describing such a Default or Event of Default and stating that such notice is a “Notice of Default”. In the event that the Agent receives such a notice of the occurrence of a Default or Event of Default or otherwise becomes aware that a
Default or Event of Default has occurred, the Agent shall promptly give notice thereof to the Lenders. The Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Lenders in accordance
with the provisions of this Article 18 provided that, unless and until the Agent shall have received such directions, the Agent may (but shall not be obliged to) take such action, or refrain from taking such action, with respect to such a Default or
Event of Default as it shall deem advisable in the best interest of the Lenders. 


  
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	 	18.2.3	The Agent shall have no responsibility, (a) to the Borrower on account of the failure of any Lender to perform its obligations hereunder, or (b) to any Lender
on account of the failure of the Borrower to perform its obligations hereunder. 

  

	 	18.2.4	Each Lender severally represents and warrants to the Agent that it has made its own independent investigation of the financial condition and affairs of the Borrower in
connection with the making and continuation of its Commitment in the Loan Obligations hereunder and has not relied on any information provided to such Lender by the Agent in connection herewith, and each Lender represents and warrants to the Agent
that it shall continue to make its own independent appraisal of the creditworthiness of the Borrower while the Loan Obligations are outstanding or the Lenders have any obligations hereunder. 


 

	 	18.3	Rights of Agent as Lender 

 With respect to its Commitment in the Loan Obligations, the Agent in its capacity as a Lender shall have the same rights and powers hereunder as any other Lender and may exercise the same as though it
were not acting as the Agent and the term “Lender” shall, unless the context otherwise indicates, include the Agent in its capacity as a Lender. The Agent may (without having to account therefor to any Lender) accept deposits from, lend
money to and generally engage in any kind of banking or other business with the Borrower as if it were not acting as the Agent and may accept fees and other consideration from the Borrower for customary services in connection with this Agreement and
the Loan Obligations and otherwise without having to account for the same to the Lenders. 
  

	 	18.4	Indemnity 

 Each
Lender agrees to indemnify the Agent, to the extent not otherwise reimbursed by the Borrower, rateably in accordance with its respective Commitments, for any and all liabilities, obligations, losses, damages, penalties, actions, judgements, suits,
costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against, the Agent in any way relating to or arising out of this Agreement, the Security Documents or any other documents
contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby (excluding, unless a Default or Event of Default is apprehended or has occurred and is continuing, normal administrative costs and expenses
incidental to the performance of its agency duties hereunder) or the enforcement of any of the terms hereof or of any such other documents, provided that no Lender shall be liable for any of the foregoing to the extent they arise from the
Agent’s gross negligence or wilful misconduct. 

  
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	 	18.5	Notice by Agent to Lenders 

 As soon as practicable after its receipt thereof, the Agent will forward to each Lender a copy of each report, notice or other document required by this Agreement to be delivered to the Agent for such
Lender. 
  

	 	18.6	Protection of Agent 

  

	 	18.6.1	The Agent shall not be required to keep itself informed as to the performance or observance by the Borrower of this Agreement or any other document referred to or
provided for herein or therein or to inspect the properties or books of the Borrower. Except (in the case of the Agent) for notices, reports and other documents and information expressly required to be furnished to the Lenders by the Agent
hereunder, the Agent shall have no duty or responsibility to provide any Lender with any credit or other information concerning the affairs or financial condition of the Borrower which may come to the attention of the Agent, except where provided to
the Agent for the Lenders, provided that such information does not confer any advantage to the Agent as a Lender over the other Lenders. Nothing in this Agreement shall oblige the Agent to disclose any information relating to the Borrower if such
disclosure would or might, in the opinion of the Agent, constitute a breach of any Applicable Laws or duty of secrecy or confidence. 

  

	 	18.6.2	Unless the Agent shall have been notified in writing or by telegraph or telecopier by any Lender prior to the date of an Advance requested hereunder that such Lender
does not intend to make available to the Agent such Lender’s proportionate share of such Advance, based on its Commitment, the Agent may assume that such Lender has made such Lender’s Commitment in such Advance available to the Agent on
the date of such Advance and the Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Agent by such Lender, the Agent shall be entitled
to recover such amount (together with interest thereon at the rate determined by the Agent as being its cost of funds in the circumstances) on demand from such Lender or, if such Lender fails to reimburse the Agent for such amount on demand, from
the Borrower. 

  

	 	18.6.3	 Unless the Agent shall have been notified in writing or by telegraph or telecopier by the Borrower prior to the date on which any payment is due
hereunder that the Borrower does not intend to make such payment, the Agent may assume that the Borrower has made such payment when due and the Agent may, in reliance upon such assumption, make available to each Lender on such payment date an amount
equal to such Lender’s pro rata share of such assumed payment. If it is established 



  
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that the Borrower has not in fact made such payment to the Agent, each Lender shall forthwith on demand repay to the Agent the amount made available to such Lender (together with interest at the
rate determined by the Agent as being its cost of funds in the circumstances). 

  

	 	18.7	Notice by Lenders to Agent 

 Each Lender shall endeavour to use its best efforts to notify the Agent of the occurrence of any Default or Event of Default forthwith upon becoming aware of such event, but no Lender shall be liable if
it fails to give such notice to the Agent. 
  

	 	18.8	Sharing Among the Lenders 

 Each Lender agrees as amongst themselves that except as otherwise provided for by the provisions of this Agreement, all amounts received by the Agents, in their capacity as agents of the Lenders pursuant
to this Agreement or any other document contemplated hereby (whether received by voluntary payment, by the exercise of the right of set-off or compensation or by counterclaim, cross-claim, separate action or as proceeds of realization of any
security, other than agency fees), and all amounts received by any Lender in relation to this Agreement, in each case following a Default (which is not remedied subsequent to such receipt) or an Event of Default (which is not waived subsequent to
such receipt), shall be shared by each Lender pro rata, in accordance with its respective Applicable Percentage, and each Lender undertakes to do all such things as may be reasonably required to give full effect to this Section 18.8. If
any amount which is so shared is later recovered from the Lender who originally received it, each other Lender shall restore its proportionate share of such amount to such Lender, without interest. 

As a necessary consequence of the foregoing, each Lender shall share, in a percentage equal to its Applicable Percentage, any losses
incurred as a result of any Default or Event of Default by the Borrower, and shall pay to the Agent, within two (2) Business Days following a request by the Agent, any amount required to ensure that such Lender bears its pro rata share
of such losses, if any, including any amounts required to be paid to any Lender in respect of any Bankers’ Acceptances and, for greater certainty, amounts forming part of the Swing Line Loan (which form part of the Revolving Facility). Such
obligation to share losses shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (1) any set-off, compensation, counterclaim, recoupment, defence or other right which such Lender may
have against the Agent, the Borrower or any other Person for any reason whatsoever; (2) the occurrence or continuance of any Default or Event of Default; (3) any adverse change in the condition (financial or otherwise) of the Borrower or
any other Person; (4) any breach of this Agreement by the Borrower or any other Person; or (5) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If any Lender does not make available the
amount required hereunder, the Agent shall be entitled to recover such amount on demand from such Lender, together with interest thereon at the Prime Rate from the date of non-payment until such amount is paid in full. 

  
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	 	18.9	Derivative Obligations 

  

	 	18.9.1	The Derivative Obligations shall be secured by the Security provided that the related Derivative Instruments: 


(a) are governed by an ISDA Master Agreement or other form of agreement generally accepted in the relevant market; 

(b) provide that bankruptcy or insolvency constitutes an event of default thereunder; and 

(c) provide that for the purposes of Section 6(e) of the 1992 ISDA Master Agreement or the 2002 ISDA Master Agreement, the methods
of calculation set out in the definition of “Hedging Exposure” shall apply. 
  

	 	18.9.2	Notwithstanding the rights of the Revolving Facility Lenders to benefit from the Security in respect of Derivative Obligations, all decisions concerning the Security
and the enforcement thereof shall be made by the Lenders, the Majority Lenders or the Required Lenders-Acceleration, as the case may be, in accordance with the provisions of this Agreement, excluding the amount owed to any Lender in respect of
Derivative Obligations. No Lender holding Derivative Obligations from time to time shall have any additional right to influence the Security or the enforcement thereof as a result of holding Derivative Obligations as long as this Agreement remains
in force. No such Lender shall be able to enforce the Security unless the Lenders are at the same time enforcing the Security for the Loan Obligations. However, the Derivative Obligations shall continue to be supported by the Security
notwithstanding the termination of this Agreement by reason of payment in full and termination of the Credit, or for any other reason, and all Derivative Obligations owed to any Lender shall continue to be supported by the Security after such Lender
ceases to be an Agent or a Lender or to have an Affiliate which is an Agent or a Lender. After the termination of this Agreement, each holder of Derivative Obligations shall be entitled, in its sole discretion, to make decisions concerning the
Security. 

  

	 	18.9.3	Each Lender shall confirm to the Agent the details of each Derivative Instrument executed by it by or for the benefit of the Borrower, including the Hedging Exposure
thereunder, within a reasonable period following request by the Agent, if any such request is made. 

  

	 	18.9.4	 Each Lender shall confirm to the Agent and to the Borrower, upon request, quarterly on or about the last day of each financial quarter of each
financial year of the Borrower, the Hedging Exposure under Derivative Instruments to which it is a party, calculated on a net as well as on a gross basis where several Derivative Instruments are governed




  
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by the same Master Agreement. The Agent shall then confirm to each Lender the total amount of the Hedging Exposure under Derivative Obligations with each Lender. 


 

	 	18.10	Procedure with respect to Advances 

 Subject to the provisions of this Agreement, upon receipt of a Notice of Borrowing from the Borrower, the Agent shall, without delay, advise each Lender of the receipt of such notice, of the date of such
Advance, of its proportionate share of the amount of each Advance and of the relevant details of the Agent’s account(s). Each Lender shall disburse its proportionate share of each Advance, taking into account its Commitment, and shall make it
available to the Agent (no later than 10:00 A.M.) on the date of the Advance fixed by the Borrower, by depositing its proportionate share of the Advance in the Agent’s account in Canadian Dollars or US Dollars, as the case may be. Once the
Borrower has fulfilled the conditions stipulated in this Agreement, the Agent will make such amounts available to the Borrower on the date of the Advance, at the Branch, and, in the absence of other arrangements made in writing between the Agent and
the Borrower, by transferring or causing to be transferred an equivalent amount in the case of a direct Advance, and the Available Proceeds (as defined in subsection 6.2.4 (d)) in the case of Banker’s Acceptances, in accordance with the
instructions of the Borrower which appear in the Notice of Borrowing with respect to each Advance; however, the obligation of the Agent with respect hereto is limited to taking the steps judged commercially reasonable in order to follow such
instructions, and once undertaken, such steps shall constitute conclusive evidence that the amounts have been disbursed in accordance with the applicable provisions. The Agent shall not be liable for damages, claims or costs imputed to the Borrower
and resulting from the fact that the amount of an Advance did not arrive at its agreed-upon destination. 
  

	 	18.11	Accounts kept by each Lender 

 Each Lender shall keep in its books, in respect of its Commitment, accounts for the Prime Rate Advances, US Base Rate Advances, Bankers’ Acceptances and other amounts payable by the Borrower under
this Agreement. Each Lender shall make appropriate entries showing, as debits, the amount of the Debt of the Borrower to it in respect of the Prime Rate Advances, US Base Rate Advances and BA Advances, as the case may be, the amount of all accrued
interest and any other amount due to such Lender pursuant hereto and, as credits, each payment or repayment of principal and interest made in respect of such indebtedness as well as any other amount paid to such Lender pursuant hereto. These
accounts shall constitute (in the absence of manifest error or of contradictory entries in the accounts of the Agent referred to in Section 4.4) prima facie evidence of their content against the Borrower. 

The accounts which are maintained by the Agent shall constitute, except in the case of manifest error, prima facie proof of the
amounts advanced and the Bankers’ Acceptances accepted by each Lender, the interest and other amounts due to them and the payments of principal, interest or others made to the Lenders. 

  
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	 	18.12	Binding Determinations 

 The Agent shall proceed in good faith to make any determination which is required in order to apply this Agreement and, once made, such determination shall be final and binding upon all parties, except in
the case of manifest error. 
  

	 	18.13	Amendment of Article 18 

 The provisions of this Article 18 relating to the rights and obligations of the Lenders and the Agent inter se may be amended or added to, from time to time, by the execution by the Agent and the
Lenders of an instrument in writing and such instrument in writing shall validly and effectively amend or add to any or all of the provisions of this Article affecting the Lenders without requiring the execution of such instrument in writing by the
Borrower. 
  

	 	18.14	Decisions, Amendments and Waivers of the Lenders 

 When the Lenders may or must consent to an action or to anything or to accomplish another act in applying this Agreement, the Agent shall request that each Lender give its consent in this regard. Subject
to the provisions of Sections 18.15 and 14.2, all decisions taken by the Lenders shall be taken as follows: a) if there are two Lenders, by unanimous consent; b) if there are three or more Lenders, by the Majority Lenders. The Agent shall confirm
such consent to each Lender and to the Borrower. 
  

	 	18.15	Authorized Waivers, Variations and Omissions 

 If so authorized in writing by the Lenders in accordance with the provisions of Section 18.14, the Agent, on behalf of the Lenders, may grant waivers, consents, vary the terms of this Agreement and
the Security Documents and do or omit to do all acts and things in connection herewith or therewith. Notwithstanding the foregoing, except with the prior written agreement of (a) each of the Lenders with Commitments in the Facility being
amended (or in respect of which a waiver is requested, each such Lender an “Affected Lender”), nothing in Section 18.14 or this Section 18.15 shall authorize (i) any extension of the date for, or decrease in the
amount of, any payment of principal, interest or other amounts or (ii) any extension of any maturity date not applicable to both Facilities, and (b) each of the Lenders, nothing in Section 18.14 or this Section 18.15 shall
authorize (i) any change (other than an extension) of the date for, increase in the amount of, or change in the currency or mode of calculation or computation of any payment of principal, interest or other amount (including the amount of the
Revolving Facility or the Finnvera Term Facility, except as provided in Section 2.3), (ii) any extension of any maturity date applicable to both Facilities, (iv) any change in the terms of Article 18, (v) any change in the manner
of making decisions among the Lenders including the definition of Majority Lenders and Required Lenders-Acceleration, (vi) the release of the Borrower or any Guarantor, except as provided herein with respect to permitted Asset Dispositions or
as contemplated in Section 13.1, (vii) the release, in whole or in part, of any of the Security Documents or the Security constituted thereby, except as provided herein with respect to permitted Asset Dispositions (in Section 13.3) or
as contemplated in Section 13.1, (viii) any change in or any waiver of the conditions precedent provided for in Article 10 or (ix) any 

  
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amendment to this Section 18.15. Waivers of Events of Default not requiring the unanimous consent of the Lenders may be granted by the Majority Lenders or, for Events of Default requiring a
waiver in the circumstances described in (a) above, the Affected Lenders (and not by the Required Lenders-Acceleration). 

In addition, no amendment to or waiver of (A) Section 4.2 shall be made without the consent of the Issuing Lenders,
(B) Section 4.3 shall be made without the consent of the Swing Line Lender, and (C) the definition of “Defaulting Lender” without the consent of the Agent, the Finnvera Agent, the Issuing Lender and the Swing Line Lender.

  

	 	18.16	Provisions for the Benefit of Lenders Only – Power of Attorney for Quebec Purposes 


Without limiting the powers of the Agent hereunder or under the Security Documents and to the extent applicable, each of the Lenders
hereby acknowledges that the Agent (or a collateral agent designated by the Agent) shall, for the purposes of holding any security granted under the hypothecs described in Section 9.1.3 hereof to secure payment of the Debentures, be the holder
of an irrevocable power of attorney (fondé de pouvoir) (within the meaning of Article 2692 of the Civil Code of Quebec) for all present and future Lenders and in particular for all present and future holders of the Debentures.
Each of the Lenders hereby constitutes, to the extent necessary, the Agent (or such designated collateral agent) as the holder of such irrevocable power of attorney in order to hold security granted under such hypothecs to secure the Debentures.
Each Assignee shall be deemed to have confirmed and ratified the constitution of the Agent as the holder of such irrevocable power of attorney by execution of the relevant Transfer Agreement. Notwithstanding the provisions of Section 32 of the
An Act respecting the Special Powers of Legal Persons (Quebec), the Borrower, the Guarantors and the Lenders irrevocably agree that the Agent may acquire and be the holder of a Debenture. By executing a Debenture, the issuer of the Debenture
shall be deemed to have acknowledged that the Debenture constitutes a title of indebtedness, as such term is used in Article 2692 of the Civil Code of Quebec. 
  

	 	18.17	Defaulting Lenders 

  

	 	18.17.1	Notwithstanding any other provision of this Agreement, if any Lender becomes a Defaulting Lender, then the provisions of this Section 18.17 shall apply until the
Agent (or in the case of a Defaulting Lender under the Finnvera Term Facility, the Finnvera Facility Agent), the Borrower, the Issuing Lender and the Swing Line Lender all agree that the Defaulting Lender has remedied all matters that caused it to
be a Defaulting Lender. 

  

	 	18.17.2	Any standby fee shall cease to accrue on the Defaulting Lender’s unadvanced portion of any Advance. 


 

	 	18.17.3	 The Defaulting Lender shall not be entitled to exercise any right of consent under Sections 18.14 or 18.15 and its Commitment shall not be included in
determining whether the Lenders or the Majority Lenders 



  
 102.










	 	
have provided any consent under those Sections. However, the Defaulting Lender shall be entitled to exercise its right of consent in respect of (a) any matter that requires its consent
hereunder including, for the avoidance of doubt, any increase in the amount of the Revolving Facility or the Finnvera Term Facility except as provided in Section 2.3 or the extension of the Commitment of such Defaulting Lender, and (b) any
matter that requires the consent of all Lenders, but only if it would be affected differently than the other Lenders. 

  

	 	18.17.4	The Borrower’s right to receive Advances of the Defaulting Lender’s unadvanced Commitment under the Facilities shall be suspended and the participation of the
other Lenders in the Facilities including the Swing Line shall be re-adjusted on a pro rata basis without regard to the unadvanced Commitment of the Defaulting Lender but without increasing the overall Commitments of the other Lenders. If
(a) the unadvanced Commitments of the other Lenders would not be sufficient to cover their obligations together with the obligations of the Defaulting Lender under Section 4.2 or 4.3, or (b) an Event of Default has occurred and not
been waived, then the Borrower shall repay the Swing Line Loan and shall provide LC Escrowed Funds to the Issuing Lender to secure Letters of Credit to the extent necessary to cover the deficiency. 


 

	 	18.17.5	If the Borrower provides LC Escrowed Funds to the Issuing Lenders to secure Letters of Credit, the Borrower shall not be required to pay LC Fees for the account of the
Defaulting Lender in respect of the amount for which it has provided LC Escrowed Funds. If the obligation of the Defaulting Lender regarding Letters of Credit under Section 4.2 is borne by the other Lenders as a result of
subsection 18.17.4, then the other Lenders shall be entitled to receive any LC Fee that would otherwise have been payable to the Defaulting Lender. 

  

	 	18.17.6	The Agent (or in the case of a Defaulting Lender under the Finnvera Term Facility, the Finnvera Facility Agent) may, without prejudice to the other rights of the
Lenders, make adjustments to the payments to a Defaulting Lender under this Agreement as necessary to compensate the other Lenders and the Agent for the Defaulting Lender’s failure to make any payment or fulfill any other obligation under this
Agreement. 

  

	 	18.18	Provisions for the Benefit of Lenders Only 

 The provisions of this Article 18 relating to the rights and obligations of the Lenders and Agent inter se shall be operative as between the Lenders and Agent only, and the Borrower shall not have
any rights or obligations under or be entitled to rely for any purposes upon such provisions. However, the provisions of subsection 18.2.3 and 18.16 shall be applicable as between the Borrower, the Guarantors (if applicable) and the Agent.


  
 103.










	 	18.19	Resignation of Agent 

  

	 	18.19.1	Notwithstanding the irrevocable appointment of the Agent, a majority of Lenders holding not less than 66.67% of the Commitments may (with the consent of the Borrower),
upon giving the Agent thirty (30) days prior written notice to such effect, terminate the Agent’s appointment hereunder provided that a successor Agent has been appointed at or prior to the expiry of such notice. 


 

	 	18.19.2	The Agent may resign its appointment hereunder at any time without giving any reason therefor by giving written notice to such effect to each of the other parties
hereto. Such resignation shall not be effective until a successor Agent has been appointed. 

 18.19.3 In the
event of any such termination or resignation, the Lenders shall appoint a successor Agent that is willing to accept such role and is acceptable to the Borrower within thirty (30) days therefrom, deliver copies of all accounts to such successor
and the retiring Agent shall be discharged from any further obligations hereunder but shall remain entitled to the benefit of the provisions of this Article 18 and the Agent’s successor and each of the other parties hereto shall have the same
rights and obligations among themselves as they would have had if such successor originally had been a party hereto as Agent. 
  

	 	18.20	No Novation 

 The
parties hereto agree that the changes to the terms and conditions of the Credit Agreement and the amendments and restatement set out herein and the execution of these presents shall not constitute novation, and that all Security shall continue to
apply to this Credit Agreement, as amended and restated by these presents, and all other obligations secured thereby. 
  

	19.	CERTAIN PROVISIONS RELATING TO THE FINNVERA TERM FACILITY 

  

	 	19.1	Application of Article 18 

 The provisions of Article 18 shall apply to the Finnvera Facility Lenders and the Finnvera Term Facility except to the extent modified in Section 11 of Schedule “P”. 

 

	 	19.2	Notice by Agent to the Finnvera Facility Agent 

 The Agent shall have no obligation to forward a copy of any report, notice or other document to the Finnvera Facility Lenders. The Agent shall instead forward such items to the Finnvera Facility Agent for
distribution to the Finnvera Facility Lenders. 

  
 104.










	 	19.3	Confirmation of Sharing 

 For greater certainty, the sharing among the Lenders contemplated by Section 18.8 includes all of the Lenders including the Finnvera Facility Lenders. 

 

	20.	FORMAL DATE 

  

	 	20.1	Formal Date 

 For
the purposes of convenience, this Amended and Restated Agreement may be referred to as bearing the Formal Date of July 20, 2011 notwithstanding its actual date of signature. 

Remainder of page intentionally left blank. Signature pages follow. 

  
 105.









 IN WITNESS WHEREOF THE PARTIES HERETO HAVE SIGNED THIS AGREEMENT ON THE DATE AND AT THE PLACE FIRST
HEREINABOVE MENTIONED. 
  

			
	VIDÉOTRON LTÉE
		
	Per:	 	 /s/ (signed)

		
	Per:	 	 /s/ (signed)


 Address: 
 612
St-Jacques Street 
 18 th floor 

Montreal, Quebec 
 H3C 4M8 

Attention: Treasurer 
 Telephone:
(514) 380-1912 
 Fax: (514) 380-1983 








			
	ROYAL BANK OF CANADA, as Agent
		
	Per:	 	 /s/ Ann Hurley

		
	Per:	 	  


 Address: 
 P.O.
Box 50, 200 Bay Street 
 Royal Bank Plaza 
 12th Floor,
S. Tower 
 Toronto, Ontario 
 M5J 2W7

 Attention: Ann Hurley, Agency Services Group 
 Telephone: 416-842-3996 
 Fax: 416-842-4023 

E-mail: ann.hurley@rbccm.com 








			
	THE REVOLVING FACILITY LENDERS:
	
	ROYAL BANK OF CANADA, as Lender
		
	Per:	 	 /s/ Rod Smith

		
	Per:	 	  


 Address: 
 1
Place Ville Marie 
 Suite 400 

Montreal, Quebec 
 H3B 4R8 

Attention: Rod Smith 
 Telephone: 514-878-2815

 Fax: 514-874-1349 
 Email:
Rod.Smith@rbccm.com 








			
	NATIONAL BANK OF CANADA
		
	Per:	 	 /s/ Luc Bernier

		
	Per:	 	 /s/ André Marenger


 Address: 
 1155
Metcalfe Street 
 5th Floor 

Montreal, Quebec 
 H3B 4S9 

Attention: Luc Bernier, Director 
 Telephone:
514-390-5639 
 Fax: 514-390-7860 

Email: Luc.Bernier@nbfinancial.com 








			
	THE BANK OF NOVA SCOTIA
		
	Per:	 	 /s/ Rob King

		
	Per:	 	 /s/ Eddy Popp


 Address: 

Scotia Plaza 
 40 King St. West 

Toronto, Ontario 
 M5H 3Y2 

Attention: Rob King 
 Telephone: 416-933-1873

 Fax: 416-866-2010 
 Email:
rob_king@scotiacapital.com 








			
	BANK OF AMERICA, N.A., CANADA BRANCH
		
	Per:	 	 /s/ Medina Sales De Andrade

		
	Per:	 	  


 Address: 
 181
Bay Street 
 Toronto, Ontario 
 M5J 2V8

 Attention: Peter Vanderhorst, Director 
 Telephone: 617-434-0164 
 Fax: 980-233-7788 

Email: peter.vanderhorst@baml.com 








			
	THE TORONTO-DOMINION BANK
		
	Per:	 	 /s/ (signed)

		
	Per:	 	 /s/ (signed)


 Address: 
 500
St. Jacques 
 Montreal, Quebec 
 H2Y
1P1 
 Attention: Paul Archer / Yves Bergeron – C0000040 
 Telephone: 514-289-2558 / 514-289-0099 
 Fax: 514-289-0788 

Email: paul.archer@tdsecurities.com / yves.bergeron@tdsecurities.com 








			
	CAISSE CENTRALE DESJARDINS
		
	Per:	 	 /s/ (signed)

		
	Per:	 	  


 Address: 
 1170
Peel Street 
 Suite 600 
 Montreal,
Quebec 
 H3B 0B1 
 Attention:
André Roy, Vice President 
 Telephone: 514-281-7791 
 Fax: 514-281-4317 
 Email: andre.roy@ccd.desjardins.com 








			
	BANK OF MONTREAL
		
	Per:	 	 /s/ Martin Stevenson

		
	Per:	 	  

	
	 Address:
 234
Simcoe Street

3rd Floor
 Toronto, Ontario
 M5T 1T4

	
	Attention: Frank Albernaz
	
	 Telephone: 416-598-6775
 Fax: 416-598-6230
 Email: Frank.albernaz@bmo.com









 CANADIAN IMPERIAL BANK OF COMMERCE 

			
		
	Per:	 	 /s/ Stephen Redding

		
	Per:	 	 /s/ Alain Longpré

	
	Address:
	161 Bay Street
	8th Floor
	Toronto, Ontario
	M5J 2S8
	
	Attention: Kim Yeung
	
	Telephone: 416-542-4541
	Fax: 416-542-4525
	Email: kim.yeung@cibc.ca









			
	HSBC BANK CANADA
		
	Per:	 	 /s/ Annie Houle

		
	Per:	 	  


 Address: 

300-2001 McGill College 
 Montreal, Quebec

 H3A 1G1 
 Attention: Annie Houle,
Global Relationship Manager and Director 
 Telephone: 514-286-4567 
 Fax: 514-285-8637 
 Email: Annie_Houle@hsbc.ca 







 GOLDMAN SACHS LENDING PARTNERS LLC 

			
		
	Per:	 	 /s/ (signed)

		
	Per:	 	  


 Address: 
 200
West Street 
 New York, NY 10282-2198 

Attention: Lauren Day 
 Telephone: 212-934-3921

 Fax: 646-769-7700 
 Email:
gsd.link@gs.com 








			
	CITIBANK, N.A., CANADIAN BRANCH
		
	Per:	 	 /s/ Isabelle Côté

		
	Per:	 	  


 Address: 
 123
Front Street West 
 Toronto, Ontario 

M5J 2M3 
 Attention: Isabelle Côté,
Managing Director 
 Telephone: 514-393-7502 
 Fax: 866-550-2418 
 Email: isabelle.f.cote@citi.com 








			
	MIZUHO CORPORATE BANK, LTD.
		
	Per:	 	 /s/ W.M. McFarland

		
	Per:	 	  


 Address: 
 100
Yonge Street, Suite 1102 
 Toronto, Ontario 
 M5C 2W1 
 Attention: Bill McFarland 
 Telephone: 416-874-1145 
 Fax: 416-360-7502 

Email: bill.mcfarland@mizuhocbus.com 







 BANK OF TOKYO – MITSUBISHI UFJ (CANADA) 

			
		
	Per:	 	 /s/ Amos Simpson

		
	Per:	 	  


 Address: 
 600
de Maisonneuve Blvd. W. 
 Suite 2520 

Montreal, Quebec 
 H3A 3J2 

Attention: Amos Simpson, Vice President 

Telephone: 514-875-9261 
 Fax: 514-875-9392

 Email: asimpson@ca.mufg.jp 








			
	SUMITOMO MITSUI BANKING
CORPORATION OF CANADA
		
	Per:	 	 /s/ Elwood Langley

		
	Per:	 	  


 Address: 
 222
Bay Street 
 TD Centre 
 Toronto,
Ontario 
 M5K 1H6 
 Attention: Elwood
Langley 
 Telephone: 416-214-3606 

Fax: 416-368-5602 
 Email:
elwood_langley@smbcgroup.com 








			
	LAURENTIAN BANK OF CANADA
		
	Per:	 	 /s/ Danièle Valiquette

		
	Per:	 	 /s/ Sophie Boucher


 Address: 
 1981
McGill College Avenue 
 19th Floor 

Montreal, Quebec 
 H3A 3K3 

Attention: Michel Gendron 
 Telephone:
514-284-4500 (4523) 
 Fax: 514-284-9723 

Email: michel.gendron@banquelaurentienne.ca 








			
	ICICI BANK CANADA
		
	Per:	 	 /s/ Akashdeep Sarpal

		
	Per:	 	 /s/ Sandeep Goel


 Address: 
 150
Ferrand Drive, Suite 1200 
 Don Valley Business Park 
 Toronto, Ontario 
 M3C 3E5 
 Attention: Lester Fernandes, Sr. Account Manager 
 Telephone: 416-601-2775 

Fax: 416-422-2447 
 Email:
Lester.fernandes@icicibank.com 








			
	HSBC BANK PLC, as Finnvera Facility Agent
		
	Per:	 	 /s/ (signed)

		
	Per:	 	 /s/ (signed)


 Credit Matters 
 Address: 
 Level 18, 8 Canada Square 
 Canary Wharf 
 London, E14 5HQ 
 United Kingdom 
  

			
	Attention:	  	Mark Looi
		
	Telephone:	  	+44(0) 20 7991 6255
	Fax:	  	+44(0) 20 7992 4428
	E-mail:	  	mark.looi@hsbcib.com
	Reference:	  	FC 1311

 Operational Matters 
 Address: 
 Level 18, 8 Canada Square 
 Canary Wharf 
 London, E14 5HQ 
 United Kingdom 
  

			
	Attention:	  	Alan Marshall
		
	Telephone:	  	+44(0) 20 7991 6293
	Fax:	  	+44(0) 20 7992 4428
	E-mail:	  	alan.p.marshall@hsbcib.com
	Reference:	  	FC 1311

 -and- 
  

			
	Attention:	  	David Wilson
		
	Telephone:	  	+44(0) 7992 2569
	Fax:	  	+44(0) 20 7992 4428
	E-mail:	  	David.a.wilson@hsbcib.com
	Reference:	  	FC 1311








 THE FINNVERA TERM FACILITY LENDERS: 

 

			
	HSBC BANK PLC
		
	Per:	 	 /s/ (signed)

		
	Per:	 	 /s/ (signed)


 Credit Matters 
 Address: 
 Level 18, 8 Canada Square 
 Canary Wharf 
 London, E14 5HQ 
 United Kingdom 
  

			
	Attention:	  	Mark Looi
		
	Telephone:	  	+44(0) 20 7991 6255
	Fax:	  	+44(0) 20 7992 4428
	E-mail:	  	mark.looi@hsbcib.com
	Reference:	  	FC 1311

 Operational Matters 
 Address: 
 Level 18, 8 Canada Square 
 Canary Wharf 
 London, E14 5HQ 
 United Kingdom 
  

			
	Attention:	  	Alan Marshall
		
	Telephone:	  	+44(0) 20 7991 6293
	Fax:	  	+44(0) 20 7992 4428
	E-mail:	  	alan.p.marshall@hsbcib.com
	Reference:	  	FC 1311
	-and-	  	
	Attention:	  	David Wilson
	Telephone:	  	+44(0) 7992 2569
	Fax:	  	+44(0) 20 7992 4428
	E-mail:	  	david.a.wilson@hsbcib.com
	Reference:	  	FC 1311









			
	THE TORONTO-DOMINION BANK
		
	Per:	 	 /s/ Vince Chang

		
	Per:	 	 /s/ Sumit Paliwal


 Credit Matters 
 Address: 
 The Toronto-Dominion Bank 
 77 King Street West 
 Royal Trust Tower, 19th Floor 
 Toronto, Ontario M5K 1A2 
  

			
	Attention:	  	Sumit Paliwal
		
	Telephone:	  	(416) 983-2803
	Fax:	  	(416) 982-7838
	E-mail:	  	sumit.paliwal@tdsecurities.com

 Operational Matters 
 Address: 
 TD Securities 
 Global Trade Finance 
 500 St-Jacques Street, 8th Floor 
 Montreal, Quebec H2Y 1S1 
  

			
	Attention:	  	Caroline Danneau
		
	Telephone:	  	(514) 289-0251
	Fax:	  	(514) 289-1469
	E-mail:	  	caroline.danneau@tdsecurities.com









			
	CREDIT SUISSE AG
		
	Per:	 	 /s/ (signed)

		
	Per:	 	 /s/ (signed)


 Credit Matters 
 Address: 
 Credit Suisse AG, Export and 
 Structured Trade Finance 
 SGAM 316 
 Giesshübelstr, 30 
 8070 Zürich, Switzerland 

 

			
	Attention:	  	Ursula Rickli
		
	Telephone:	  	00 41 44 333 53 56
	Fax:	  	00 41 44 333 21 04
	E-mail:	  	ursula.rickli@credit-suisse.com

 Operational Matters 
 Address: 
 Credit Suisse AG, Export and Structured Trade Finance 

SGAM 331 
 Giesshübelstr. 30 

8070 Zürich, Switzerland 
  

			
	Attention:	  	Dana Bjelos
		
	Telephone:	  	00 41 44 333 63 99
	Fax:	  	00 41 44 333 79 80
	E-mail:	  	dana.bjelos@credit-suisse.com









			
	SUMITOMO MITSUI BANKING
	CORPORATION OF CANADA
		
	Per:	 	 /s/ Elwood Langley

		
	Per:	 	  


 Credit Matters 
 Address: 
 Ernst & Young Tower, TD Centre 

Suite 1400, Box 172 
 222 Bay St. 

Toronto, Ontario M5K 1H6 
  

			
	Attention:	  	Elwood Langley, Senior Vice President
	Telephone:	  	(416) 214-3606
	Fax:	  	(416) 367-3565
	E-mail:	  	elwood_langley@smbcgroup.com
	-or-	  	
	Attention:	  	Ming Chang, Vice President
	Telephone:	  	(416) 368-4178
	Fax:	  	(416) 367-3565
	E-mail:	  	Ming_Chang@smbcgroup.com

 Operational Matters 
 Address: 
 Ernst & Young Tower, TD Centre 

Suite 1400, Box 172 
 222 Bay St. 

Toronto, Ontario M5K 1H6 
  

			
	Attention:	  	Heather Nakamura, Manager
	Telephone:	  	(416) 214-3607
	Fax:	  	(416) 367-3565
	E-mail:	  	heather_nakamura@smbcgroup.com
	-or-	  	
	Attention:	  	Andrew Yiu, Vice President
	Telephone:	  	(416) 368-7570
	Fax:	  	(416) 367-3565
	E-mail:	  	andrew_yiu@smbcgroup.com








 Intervention by the Guarantors as at the Closing Date 

The undersigned acknowledge having taken cognizance of the provisions of the foregoing Amended and Restated Credit Agreement and agree that the
Guarantees and Security executed by them (A) remain enforceable against them in accordance with their terms, and (B) continue to guarantee or secure, as applicable, all of the obligations of the Persons specified in such Guarantees and
Security Documents in connection with the Credit Agreement as defined above, without any limitations: 
  

									
	LE SUPERCLUB VIDÉOTRON LTÉE	 	 	 	9227-2590 QUÉBEC INC.
					
	Per:	 	 /s/ (signed)
	 		 	Per:	 	 /s/ (signed)

			
	VIDEOTRON US INC.	 		 	9230-7677 QUÉBEC INC.
					
	Per:	 	 /s/ (signed)
	 		 	Per:	 	 /s/ (signed)

			
	 VIDEOTRON L.P., represented
 by its general partner
 9230-7677 QUÉBEC INC.
	 		 	VIDEOTRON G.P.
					
	Per:	 	 /s/ (signed)
	 		 	Per:	 	 /s/ (signed)

			
	VIDÉOTRON INFRASTRUCTURES INC.	 		 	JOBBOOM INC.
					
	Per:	 	 /s/ (signed)
	 		 	Per:	 	 /s/ (signed)









 SCHEDULE “A” – LIST OF LENDERS AND COMMITMENTS 

The Revolving Facility 
  

									
	 Lender
	  	Commitment ($)	 	  	Commitment (%)	 
	 Royal Bank of Canada
	  	$	67,500,000	  	  	 	11.74	% 
	 National Bank of Canada
	  	$	67,500,000	  	  	 	11.74	% 
	 The Bank of Nova Scotia
	  	$	56,000,000	  	  	 	9.74	% 
	 Bank of America, N.A., Canada Branch
	  	$	56,000,000	  	  	 	9.74	% 
	 The Toronto-Dominion Bank
	  	$	56,000,000	  	  	 	9.74	% 
	 Caisse Centrale Desjardins
	  	$	40,000,000	  	  	 	6.96	% 
	 Bank of Montreal
	  	$	35,000,000	  	  	 	6.08	% 
	 Canadian Imperial Bank of Commerce
	  	$	29,000,000	  	  	 	5.04	% 
	 HSBC Bank Canada
	  	$	29,000,000	  	  	 	5.04	% 
	 Goldman Sachs Lending Partners LLC
	  	$	29,000,000	  	  	 	5.04	% 
	 Citibank, N.A., Canadian Branch
	  	$	20,000,000	  	  	 	3.48	% 
	 Mizuho Corporate Bank, Ltd.
	  	$	20,000,000	  	  	 	3.48	% 
	 Bank of Tokyo-Mitsubishi UFJ (Canada)
	  	$	20,000,000	  	  	 	3.48	% 
	 Sumitomo Mitsui Banking Corporation of Canada
	  	$	20,000,000	  	  	 	3.48	% 
	 Laurentian Bank of Canada
	  	$	15,000,000	  	  	 	2.61	% 
	 ICICI Bank Canada
	  	$	15,000,000	  	  	 	2.61	% 
			
	 Total
	  	$	575,000,000	  	  	 	100	% 

 The Finnvera Term Facility 
  

									
	 Lender
	  	Commitment ($)	 	  	Commitment (%)	 
	 HSBC Bank plc
	  	$	28,125,000	  	  	 	37.5	% 
	 The Toronto-Dominion Bank
	  	$	28,125,000	  	  	 	37.5	% 
	 Credit Suisse AG
	  	$	9,375,000	  	  	 	12.5	% 
	 Sumitomo Mitsui Banking Corporation of Canada
	  	$	9,375,000	  	  	 	12.5	% 
			
	 Total
	  	$	75,000,000	  	  	 	100	% 








 SCHEDULE “B” – NOTICE OF BORROWING AND CERTIFICATE 

 

					
	TO:	 	ROYAL BANK OF CANADA, as Agent	 	
			
	FROM:	 	VIDÉOTRON LTÉE 	 	DATE: 

 1) This Notice of Borrowing and Certificate is delivered to you pursuant to the Amended and Restated Credit Agreement
dated as of July 20, 2011, and as same may have been further amended (the “Credit Agreement”). All defined terms set forth in this Notice of Borrowing and Certificate shall have the respective meanings set forth in the Credit
Agreement 
 2) We hereby request a Cdn. $ Advance under the Revolving Facility of the Credit Agreement as follows: 

 

	 	(a)	Date of
Advance:                                       
  

  

	 	(b)	Amount of
Advance:                                       
  

  

	 	(c)	Type of
Advance:                                       
  

  

	 	(d)	Designated Period(s) (if
any):                                        
 

  

	 	(e)	Maturity Date(s) (if
applicable):                                       
  

  

	 	(f)	Payment Instruction (if
any):                                        
 

 3) We have understood the provisions of the Credit Agreement which are relevant to the furnishing of this Notice of
Borrowing and Certificate. To the extent that this Notice of Borrowing and Certificate evidences, attests or confirms compliance with any covenants or conditions precedent provided for in the Credit Agreement, we have made such examination or
investigation as was, in our opinion, necessary to enable us to express an informed opinion as to whether such covenants or conditions have been complied with. 
 4) WE HEREBY CERTIFY THAT, in our opinion, as of the date hereof: 
 (a) All of the
representations and warranties of the Borrower contained in Article 11 of the Credit Agreement (except where qualified in Article 11 as being made as at a particular date) are true and correct on and as of the date hereof as though made on and as of
the date hereof. 
 (b) All of the covenants of the Borrower contained in Articles 12 and 13 of the Credit Agreement together
with all of the conditions precedent to an Advance and all other terms and conditions contained in the Credit Agreement have been fully complied with. 
 (c) No Event of Default has occurred and no Default has occurred and is continuing. 
  

			
	Yours truly,
	
	VIDÉOTRON LTÉE
		
	Per:	 	  

		
	Title:	 	  










 SCHEDULE “B-1” – NOTICE OF REPAYMENT 

 

					
			
	TO:	 	ROYAL BANK OF CANADA, as Agent	 	
			
	FROM:	 	VIDÉOTRON LTÉE	 	
			
	DATE:	 		 	

 1) This notice of repayment is delivered to you pursuant to the Amended and Restated Credit Agreement dated as of
July 20, 2011 entered into among VIDÉOTRON LTÉE and, inter alia, Royal Bank of Canada as Agent (as amended and restated and in effect on the date hereof, the “Credit Agreement”). All defined terms set forth
in this notice shall have the respective meanings set forth in the Credit Agreement. 
 2) We hereby advise you that we will be repaying the sum
of Cdn.$        on            as follows [indicate amount payable in respect of the Revolving Facility as well as the type of
Advance to be repaid]. 
 [3) We hereby advise you that in accordance with the last paragraph of Section 8.2, we are reducing the
Credit under the Revolving Facility, effective            , by $        , to a maximum of $        .]

  

			
	Yours truly,
	
	VIDÉOTRON LTÉE
		
	Per:	 	  

		
	Title:	 	  










 SCHEDULE “C” – ASSIGNMENT AND ASSUMPTION 

This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and
is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to
them in the Amended and Restated Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1
attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. 
 For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance
with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Agent as contemplated below, (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement
and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities
identified below (including without limitation any Letters of Credit, Guarantees and Swing Line Advances included in such facilities) and (ii) to the extent permitted to be assigned under Applicable Law, all claims, suits, causes of action and
any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other Loan Documents or instruments delivered pursuant thereto or the
loan-transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the
rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as, the “Assigned
Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor. The Assignee acknowledges and accepts that the
Assignee and the Agent are solidary creditors of the Borrower and the Guarantors in respect of all amounts, liabilities and other obligations, present and future, of the Borrower and the Guarantors to each of them under the Credit Agreement and the
Derivative Instruments as contemplated by Section 18.1.2 of the Credit Agreement and in accordance with Article 1541 of the Civil Code of Quebec. 
 1. Assignor: 
 2. Assignee: 

[and is an Affiliate/Approved Fund of [identify Lender] 1]

 3. Borrower: VIDÉOTRON LTÉE 

 
  

	1 	 Select as applicable. 









 4. Agent: ROYAL BANK OF CANADA, as the administrative agent under the Credit Agreement 

5. Credit Agreement: [The up to $650,000,000 Amended and Restated Credit Agreement dated as of July 20, 2011 among VIDÉOTRON
LTÉE, the Lenders parties thereto, ROYAL BANK OF CANADA, as Agent, and the other agents parties thereto] 
 6. Assigned
Interest: 
  

									
	Facility Assigned
– Revolving
Facility	  	Aggregate Amount of
Commitment/Loan
Obligations for all
Lenders2	  	Amount of
Commitment/Loan
Obligations
Assigned3	  	Percentage
Assigned of
Commitment/Loan
Obligations3	  	CUSIP
Number
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	

 [7. Trade Date:
                    ]
4 

 
  

	2 	 Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date.




	3 	 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 



	4 	 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date.










 Effective Date:             ,
20     [TO BE INSERTED BY AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 

The terms set forth in this Assignment and Assumption are hereby agreed to: 

 

			
	ASSIGNOR
	[NAME OF ASSIGNOR]
		
	By:	 	  

		 	Title:
	
	ASSIGNEE
	[NAME OF ASSIGNEE]
		
	By:	 	  

		 	Title:


 Consented to and Accepted: 
  

			
	ROYAL BANK OF CANADA, as Agent
		
	By:	 	  

		 	Title:
	
	[Consented to:] 5
	
	ROYAL BANK OF CANADA, as Issuing Lender
		
	By:	 	  

		 	Title:
	
	VIDÉOTRON LTÉE
		
	By:	 	  

		 	Title:

  

	5 	 To be added only if the consent of the Borrower and/or other parties (e.g. L/C Issuer) is required by the terms of the Credit Agreement.










 ANNEX 1 to Assignment and Assumption 

[                    ]6 

STANDARD TERMS AND CONDITIONS FOR 
 ASSIGNMENT AND ASSUMPTION 
 1. Representations and Warranties. 

1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest,
(ii) the Assigned Interest is free and clear of any Lien and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated
hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity,
enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the members of the VL Group, any of their Subsidiaries or Affiliates or any other Person obligated in respect
of any Loan Document or (iv) the performance or observance by the members of the VL Group or any other Person of any of their respective obligations under any Loan Document. 
 1.2 Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption
and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an Eligible Assignee under the Credit Agreement (subject to receipt of such consents as may be required
under the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender
thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 12.15 thereof, as applicable, and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the
Agent or any other Lender, and (v) if it is a Foreign Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the
Assignee; and (b) agrees that (i) it will, independently and without reliance on the Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

  

	6 	Describe Credit Agreement at option of Agent. 








 2. Payments. From and after the Effective Date, the Agent shall make all payments in respect of the
Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignee whether such amounts have accrued prior to, on or after the Effective Date. The Assignor and the Assignee shall make all appropriate adjustments in
payments by the Agent for periods prior to the Effective Date or with respect to the making of this assignment directly between themselves. 

3. General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective
successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by
telecopy or by sending a scanned copy by electronic mail shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the
law governing the Credit Agreement. 







 SCHEDULE “C-1” – LOAN MARKET DATA TEMPLATE 

Recommended Data Fields – At Close 

The items highlighted in bold are those that Loan Pricing Corporation (LPC) deem essential. The remaining items are those that LPC has seen become more
prominent over time as transparency has increased in the U.S. Loan Market. 
  

					
	Company Level	 	Deal Specific	  	Facility Specific
	Issuer Name	 	Currency/Amount	  	Currency/Amount
	Location	 	Date	  	Type
	SIC (Cdn)	 	Purpose	  	Purpose
	Identification Number(s)	 	Sponsor	  	Tenor
	Revenue	 	Financial Covenants	  	Term Out Option
		 		  	Expiration Date
		 	Target Company	  	Facility Signing Date
	*Measurement of Risk	 	Assignment Language	  	Pricing
	 S&P Sr. Debt
	 	Law Firms	  	 Base
 Rate(s)/Spread(s)/BA/LIBOR

	 S&P Issuer
	 	MAC Clause	  	 Initial Pricing Level

	 Moody’s Sr. Debt
	 	Springing lien	  	 Pricing Grid (tied to, levels)

	 Moody’s Issuer
	 	Cash Dominion	  	 Grid Effective Date

	 Fitch Sr. Debt
	 	Mandatory Prepays	  	Fees
	 Fitch Issuer
	 	Restrct’d Payments (Neg Covs)	  	 Participation Fee (tiered also)

	 S&P Implied
 (internal assessment)
	 	Other Restrictions	  	Commitment Fee
	DBRS	 		  	
	Other Ratings	 		  	Annual Fee
	*Industry Classification	 		  	 Utilization Fee

	 Moody’s Industry
	 		  	 LC Fee(s)

	 S&P Industry
	 		  	 BA Fee

	Parent	 		  	Prepayment Fee
	Financial Ratios	 		  	Other Fees to Market
		 		  	 Security

		 		  	 Secured/Unsecured

		 		  	 Collateral and Seniority of Claim

		 		  	 Collateral Value

		 		  	Guarantors
		 		  	Lenders Names/Titles
		 		  	Lender Commitment ($)
		 		  	Commited/Uncommited
		 		  	Distribution method
		 		  	Amortization Schedule
		 		  	Borrowing Base/Advance Rates
		 		  	New Money Amount
		 		  	Country of Syndication
		 		  	Facility Rating (Loss given default)
		 		  	 S&P Bank Loan

		 		  	 Moody’s Bank Loan

		 		  	 Fitch Bank Loan

		 		  	 DBRS

		 		  	 Other Ratings


  

	*	These items would be considered useful to capture from an analytical perspective 








 SCHEDULE “D” – FORM OF GUARANTEE 

GUARANTEE entered into in the City of Montreal, Quebec as of —, 20—. 
  

			
	BY:	 	—, a corporation governed by the —, having its head office at — (the “Guarantor”);
		
	IN FAVOUR OF:	 	ROYAL BANK OF CANADA, a bank governed by the Bank Act (Canada), acting for itself and as Agent and solidary creditor for each present and future Lender under the Credit
Agreement hereinafter described (the “Agent”)

 WHEREAS pursuant to an Amended and Restated Credit Agreement dated as of July 20, 2011, among, inter alia,
Vidéotron Ltée, as borrower (the “Borrower”), the financial institutions that may become parties thereto from time to time, as lenders, Royal Bank of Canada, as administrative agent (as same may be amended,
supplemented, replaced, restated or otherwise modified from time to time, the “Credit Agreement”), the Guarantor is to provide the Agent with a guarantee of all of the obligations of the Borrower under the Credit Agreement, the
Derivative Instruments entered into with Lenders and the Security Documents (each as defined in the Credit Agreement); 
 WHEREAS
pursuant to subsection 18.1.2 of the Credit Agreement, the Agent and each Lender are conferred the legal status of solidary creditors of the Borrower and the Guarantors (as defined in the Credit Agreement) in respect of all amounts, liabilities and
other obligations owed by the Borrower and the Guarantors (as so defined) to each of them under the Credit Agreement, the Derivative Instruments entered into with Lenders and under the Security Documents, the whole in accordance with Article 1541 of
the Civil Code of Québec (the “CCQ”); 
 WHEREAS pursuant to subsection 18.1.1 of the Credit Agreement, the Agent
has been granted the authority to hold any and all Security under the Credit Agreement; 
 NOW THEREFORE, THE PARTIES HERETO HAVE AGREED AS
FOLLOWS: 
  

	1.	GUARANTEE 

  

	1.1	Guarantee 

 For valuable
consideration, the Guarantor hereby solidarily (jointly and severally) with the Borrower and each of the Other Guarantors, as defined in Section 2.1, guarantees to the Agent and each Lender, as solidary creditors of the Guarantor’s
obligations hereunder, forthwith after demand therefor made in accordance with the provisions of the Credit Agreement, due and 







 
punctual payment of all present and future debts and liabilities, and the performance of all obligations of every nature, absolute or contingent, direct, indirect or otherwise, in any currency,
now or at any time and from time to time hereafter due or owing by the Borrower to the Agent and each Lender arising under or in connection with the Credit Agreement (including under the Swing Line Facilities), the Derivative Instruments entered
into with Lenders and the Security Documents (such obligations as amended, amended and restated, modified, supplemented or renewed, collectively, the “Secured Obligations”). The Guarantor expressly renounces to the benefits of
division and discussion. The obligation undertaken by the Guarantor pursuant to this Section 1.1 is hereinafter referred to as the “Guarantee”. 
  

	1.2	Guarantee Absolute 

 The liability
of the Guarantor hereunder shall be absolute and unconditional and shall not be affected by: 
  

	 	(a)	any lack of validity or enforceability of any of the Secured Obligations; any change in the time, manner or place of payment of the Secured Obligations; or the failure
on the part of the Borrower or any of the Other Guarantors to carry out any of the Secured Obligations; 

  

	 	(b)	any impossibility, impracticability, frustration of purpose, illegality, force majeure or act of government; 


 

	 	(c)	the bankruptcy, winding-up, liquidation, dissolution or insolvency of the Borrower or any of the Other Guarantors, the Agent or the Lenders or any of them or any party
to any agreement to which the Agent, the Lenders, the Borrower or the Other Guarantors or any of them is a party; 

  

	 	(d)	any lack or limitation of power, incapacity or disability on the part of any of the Borrower or the Other Guarantors or of the directors, partners or agents thereof or
any other irregularity, defect or informality on the part of any of the Borrower or the Other Guarantors in its obligations to the Agent or the Lenders or any of them; 


 

	 	(e)	any change or changes in the name, corporate existence or structure of any of the Borrower or Guarantors; 


 

	 	(f)	any other law, regulation or other circumstance which might otherwise constitute a defence available to, or a discharge of, any of the Borrower or the Other Guarantors
in respect of any or all of the Secured Obligations. 

  

	1.3	Recovery as Principal Debtor 

 Any
amount which may not be recoverable from the Guarantor by the Agent on the basis of a guarantee shall be recoverable by the Agent from the Guarantor as principal debtor in respect thereof and shall be paid to the Agent for the account of the Lenders
forthwith after demand therefor. 








	2.	DEALINGS WITH CREDIT PARTIES AND OTHERS 

  

	2.1	No Release 

 The liability of the
Guarantor hereunder shall not be released, discharged, limited or in any way affected by anything done, suffered or permitted by the Agent or the Lenders or any of them in connection with any duties or liabilities of the Borrower or the other
Guarantors within the meaning of the Credit Agreement (the “Other Guarantors”) or any of them to the Agent or the Lenders or any of them, or any security therefor including any loss of or in respect of any security received by the
Agent or the Lenders or any of them from the Borrower, the Other Guarantors or any other Person. Without limiting the generality of the foregoing and without releasing, discharging, limiting or otherwise affecting in whole or in part the
Guarantor’s liability hereunder, without obtaining the consent of or giving notice to the Guarantor, the Agent and the Lenders may: 
  

	 	(a)	grant time, renewals, extensions, indulgences, releases and discharges to the Borrower or the Other Guarantors; 


 

	 	(b)	take or abstain from taking or enforcing securities or collateral from the Borrower or the Other Guarantors or from perfecting securities or collateral of the Borrower
or the Other Guarantors; 

  

	 	(c)	accept compromises from the Borrower or the Other Guarantors; 

  

	 	(d)	subject to the applicable provisions of the Credit Agreement, apply all money at any time owing from the Borrower or the Other Guarantors or from any collateral
security to such part of the Secured Obligations as the Agent may see fit or change any such application in whole or in part from time to time as the Agent may see fit; for greater certainty, the Agent or any of the Lenders may at any time and from
time to time, to the fullest extent permitted by law, set-off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by the Agent or any of the Lenders to
or for the credit of the Guarantor against any and all of the liabilities of the Borrower, whether or not the Agent shall have made any demand under the Guarantee. The Agent or the Lenders, as the case may be, shall promptly notify the Guarantor
after any such set-off and application, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agent and the Lenders under this paragraph are in addition to other rights and
remedies (including without limitation, other rights of set-off) that the Agent and the Lenders may have; and 

  

	 	(e)	otherwise deal with the all other Persons and securities as the Agent and the Lenders may see fit, acting reasonably. 









	2.2	No Exhaustion of Remedies 

 The
Agent and the Lenders shall not be bound or obligated to exhaust their recourse against the Borrower, the Other Guarantors, any other Person or any securities or collateral they may hold or take any other action before being entitled to demand
payment from the Guarantor hereunder. 
  

	2.3	Accounts Binding upon the Guarantor 


Any account settled or stated in writing by or between the Agent and the Borrower shall be accepted by the Guarantor as conclusive evidence, absent
manifest error, that the balance or amount thereby appearing due by the Borrower to the Agent or the Lenders is so due. 
  

	2.4	No Set-off 

 In any claim by the
Agent and the Lenders against the Guarantor, the Guarantor may not assert any set-off or counterclaim that the Guarantor or any of the Other Guarantors may have against the Agent and the Lenders or any of them. In particular, any loss of or in
respect of any securities received by the Agent and the Lenders or any of them from the Borrower or any other Person, and the failure to perfect any mortgage, hypothec, prior claim or security interest of any nature whatsoever, whether occasioned
through the fault or negligence of the Agent and the Lenders or any of them or otherwise, shall not discharge, limit or lessen the liability of the Guarantor under this agreement. 

 

	3.	CONTINUING GUARANTEE 

 The Guarantee shall
be a continuing guarantee of the Secured Obligations and shall apply to and secure all Secured Obligations and shall not be considered as wholly or partially satisfied by the payment or liquidation at any time of any sum of money for the time being
due or remaining unpaid to the Agent and the Lenders or any of them. The Guarantee shall continue to be effective even if at any time any payment of any of the Secured Obligations is rendered unenforceable or is rescinded or must otherwise be
returned by the Agent and the Lenders or any of them upon the occurrence of any action or event including the insolvency, bankruptcy or reorganization of the Borrower or any Other Guarantor or otherwise, all as though such payment had not been made.
Any payments so rescinded or recovered from the Agent and the Lenders or any of them, whether as a preference, fraudulent transfer or otherwise, shall constitute Secured Obligations for all purposes hereunder. The Guarantor hereby expressly waives
the provisions of Articles 2353, 2362 and 2366 of the CCQ. 
  

	4.	RIGHT TO PAYMENTS 

 Should the Agent and
the Lenders or any of them receive from the Guarantor one or more payments on account of its liability under the Guarantee, the Guarantor shall not be entitled to claim repayment against the Borrower or the Other Guarantors until the Agent’s
and the Lenders’ claims against the Borrower have been paid in full. In the event of the liquidation, winding-up or bankruptcy of the Borrower (whether voluntary or compulsory); or if the Borrower shall make a bulk sale of any of its assets
within the meaning of any applicable legislation of any other province of Canada, under the Uniform Commercial Code of any state of the United States of America or under any other applicable Laws; or should the Borrower make








 
any proposal, composition or scheme of arrangement with its creditors; then, in any of such events the Agent and the Lenders shall have the right to rank for their full claim and receive all
dividends or other payments in respect thereof until their claim has been paid in full, and the Guarantor shall remain liable up to the amount guaranteed for any balance which may be owing to the Agent and the Lenders by the Borrower; and in the
event of the valuation by the Agent and the Lenders or any of them of any security held in respect of the debts of the Borrower, or of the retention by the Agent and the Lenders or any of them of such security, such valuation and/or retention shall
not, as between the Agent and the Lenders and the Guarantor, be considered as a purchase of such security, or as payment or satisfaction or reduction of the liabilities of the Borrower to the Agent and the Lenders, or any part thereof. 

 

	5.	TAXES 

 All payments to be made hereunder
by the Guarantor shall be made free and clear of deduction for any present or future tax, levy, impost, duty, charge, assessment or fee of any nature (including interest, penalties and additions thereto) imposed by any government or other taxing
authority (“Taxes”). If any Taxes are imposed and required to be withheld from any payment hereunder, the Guarantor shall (a) increase the amount of such payment so that the Agent and the Lenders will receive a net amount
(after deduction of all Taxes, including any Taxes on the amount of any such increase) equal to the amount due hereunder, (b) pay such Taxes to the appropriate taxing authority for the account of the Agent and the Lenders, and (c) as
promptly as possible thereafter, send the Agent and the Lenders an original receipt showing payment thereof, together with such additional documentary evidence as the Agent and the Lenders may from time to time reasonably require. If the Guarantor
fails to perform its obligations under parts (b) or (c) of the preceding sentence, the Guarantor shall indemnify the Agent and the Lenders for any incremental taxes, interest or penalties that may become payable by the Agent and the
Lenders or any of them as a consequence of such failure. 
  

	6.	POSTPONEMENT OF SUBROGATION 

 To the
fullest extent permitted by law, the Guarantor hereby irrevocably postpones any claim or other rights that it may now or hereafter acquire against the Borrower or the Other Guarantors, or any of them, that arise from the existence, payment,
performance or enforcement of the Guarantor’s obligations under this agreement including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or
remedy against the Borrower, the Other Guarantors, or any collateral securing any obligation of the Borrower or the Other Guarantors, or any of them, whether or not such claim, remedy or right arises under contract, including, without limitation,
the right to take or receive from the Borrower or the Other Guarantors or any of them, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, until such
time as the Secured Obligations and all amounts payable under this agreement have been indefeasibly paid to the Agent and the Lenders in cash. If any amount shall be paid to the Guarantor in violation of the preceding sentence at any time prior to
the indefeasible cash payment in full of the Secured Obligations and all other amounts payable under this agreement, such amount shall be held by the Guarantor as mandatary for the benefit of the Agent and the Lenders and shall forthwith be paid to
the Agent and the Lenders to be credited and applied to the Secured Obligations and all other amounts payable under this agreement. 








	7.	GENERAL 

  

	7.1	Representations and Warranties 


The Guarantor reiterates the representations and warranties made in the Credit Agreement to the Lenders on its behalf by the Borrower (which
representations and warranties are hereby deemed to have been made by the Guarantor and to be and remain in effect at all times). 
  

	7.2	Covenants 

 The Guarantor
reiterates the covenants made in the Credit Agreement on its behalf by the Borrower (which are hereby deemed to have been made by the Guarantor). 
  

	7.3	Payment of Secured Obligations, Fees and Costs 

 The Guarantor agrees to pay, within two Business Days of demand therefor, any amounts payable hereunder, including without limitation all out-of-pocket expenses (including the reasonable fees and expenses
of the Agent’s counsel) in any way relating to the enforcement or protection of the rights of the Agent and the Lenders or any of them hereunder. 
  

	7.4	Currency 

  

	 	(a)	Each payment to be made under the Guarantee will be made in the currency in which the relevant Secured Obligation is payable (the “Specified
Currency”). To the fullest extent permitted by applicable law, any obligation of the Guarantor to make payments under the Guarantee in a Specified Currency will not be discharged or satisfied by any tender in any currency other than the
Specified Currency. 

  

	 	(b)	 To the fullest extent permitted by applicable law, if any judgment or order expressed in a currency other than the Specified Currency is rendered
(i) for any payment of any amount owing in respect of the Guarantee, or (ii) in respect of a judgment or order of another court for the payment of any amount described in (i) above, the Agent, after recovery in full of the aggregate
amount to which it is entitled pursuant to the judgment or order, shall be entitled to receive immediately from the Guarantor the amount of any shortfall of the Specified Currency received by the Agent as a consequence of sums paid in such other
currency, and will refund promptly to the Guarantor any excess of the Specified Currency received by the Agent as a consequence of sums paid in such other currency if such shortfall or such excess arises or results from any variation between
(i) the rate of exchange at which the Specified Currency is converted into the currency of the judgment or order for the purposes of such judgment or order and (ii) the rate of exchange at which the Agent is able, acting in a reasonable
manner and in good faith, in converting the currency received into the Specified Currency, to purchase the Specified Currency with the amount of the currency of the judgment or order











	 	
actually received by the Agent. The term “rate of exchange” includes, without limitation, any premiums and costs of exchange payable in connection with the purchase of or
conversion into the Specified Currency. 

  

	 	(c)	To the fullest extent permitted by applicable law, the indemnities in this Section 7.4 constitute separate and independent obligations of the Guarantor from the
other obligations in this agreement, will be enforceable as separate and independent causes of action, will apply notwithstanding any indulgence granted by the Agent, the Lenders or any of them and will not be affected by judgment being obtained or
claim or proof being made for any other sums due in respect of this agreement. 

  

	 	(d)	For the purposes of this Section 7.4, it will be sufficient for a party to demonstrate that it would have suffered a loss had an actual exchange or purchase been
made. 

  

	7.5	Discharge 

 The Guarantor will not
be discharged from any of its obligations hereunder except by a release or discharge signed in writing by the Agent, duly authorized by the Lenders in accordance with the provisions of the Credit Agreement. 

 

	7.6	Notice 

 Any notice permitted or
required to be given hereunder shall be given, in the case of the Agent, in accordance with the relevant provisions of the Credit Agreement and, in the case of the Guarantor, to its address indicated above and otherwise in accordance with the
relevant provisions of the Credit Agreement. 
  

	7.7	Entire Agreement 

 Save as provided
in Section 7.11, this agreement constitutes the entire agreement between the Guarantor, the Agent and the Lenders with respect to the subject matter hereof and cancels and supersedes any prior understandings and agreements between such parties
with respect thereto. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied or statutory, between the parties except as expressly set forth herein. The Agent and the Lenders shall not be
bound by any representations or promises made by the Borrower, the Other Guarantors or any of them to the Guarantor, and possession of this agreement by the Agent shall be conclusive evidence against the Guarantor that this agreement was not
delivered in escrow or pursuant to any agreement that it should not be effective until any condition precedent or subsequent has been complied with. This agreement shall be operative and binding notwithstanding the non-execution thereof by any
proposed signatory. 
  

	7.8	Amendments and Waivers 

 No
amendment to this agreement will be valid or binding unless set forth in writing and duly executed by the Guarantor and the Agent, duly authorized by the Lenders in accordance with the provisions of the Credit Agreement. No waiver of any breach of
any provision of this agreement will be effective or binding unless made in writing and signed by the Agent, duly authorized by the Lenders in accordance with the provisions of the Credit Agreement and, unless otherwise provided in the written
waiver, will be limited to the specific breach waived. 








	7.9	Severability 

 Each provision of
this agreement is separate and distinct from the others, such that any decision of a court or tribunal to the effect that any provision hereof is null or unenforceable shall in no way affect the validity of the other provisions hereof or the
enforceability thereof. Any provision of this agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable Laws, the Guarantor hereby waives any
provision of any Laws which renders any provision hereof prohibited or unenforceable in any respect. 
  

	7.10	Interpretation 

 Capitalized terms
not otherwise defined herein shall have the meaning ascribed to them in the Credit Agreement. The words “this agreement”, “hereof”, “hereto”, etc. mean the present instrument executed by the Guarantor. 

 

	7.11	Additional Rights 

 This agreement
is in addition and supplemental to all other guarantees and/or postponement agreements (whether or not in the same form as this instrument) held or which may hereafter be held by the Agent, the Lenders or any of them. 

 

	7.12	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. 
  

	7.13	Benefit of Agreement 

 This
agreement shall extend to and enure to the benefit of the successors and assigns of the Agent and each of the Lenders and shall be binding upon the Guarantor and its successors. 

 

	7.14	Authority of Agent 

 The Guarantor
acknowledges and agrees that the Agent has full authority to act on behalf of the Lenders in all matters relating to this agreement, and that any Person dealing with the Agent or the Lenders or any of them in respect of any such matter need not
inquire further as to the authority of the Agent to act on behalf of the Lenders. 
  

	7.15	Language 

 The Guarantor
acknowledges that it has required that the present 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. Le soussigné reconnaît avoir exigé la rédaction en anglais de la présente convention ainsi que
de tous documents exécutés, avis donnés et poursuites judiciaires intentées relativement ou à la suite de la présente convention, que ce soit directement ou indirectement. 

 

	7.16	Executed Copy 

 The Guarantor
acknowledges receipt of a fully executed copy of this agreement. 
 IN WITNESS WHEREOF the Guarantor has executed this Guarantee on the
date and at the place first hereinabove mentioned. 
  

					
		 	—	 	
		
	Per:	 	  

		 	Name:	 	—
		 	Title:	 	—


 ACCEPTED AND AGREED as of this      day of
            : 
  

			
	ROYAL BANK OF CANADA,
	in its aforementioned capacities
		
	Per:	 	  









 SCHEDULE “E” – FORM OF SHARE PLEDGE 

[NOTE: If Videotron Ltd. is the party granting the pledge of shares, the form needs to be amended accordingly to remove any references
to a guarantee] 
 DEED OF MOVABLE HYPOTHEC WITH DELIVERY granted in Montreal as of this
— day of — 
  

			
	BY:	  	—, a company governed by the laws of — (hereinafter called the
“Grantor”)
		
	IN FAVOUR OF:	  	ROYAL BANK OF CANADA, a bank governed by the Bank Act (Canada), acting for itself and as Agent and solidary creditor for each present and future Lender under the Credit
Agreement hereafter described (the “Creditor”)

 WHEREAS pursuant to the Amended and Restated Credit Agreement dated as of July 20, 2011, among, inter alia,
Vidéotron Ltée, as borrower (the “Borrower”), the financial institutions that may become parties thereto from time to time, as lenders, Royal Bank of Canada, as administrative agent (as same may be amended,
supplemented, replaced, restated or otherwise modified from time to time, the “Credit Agreement”), the Grantor shall provide a pledge in favour of the Creditor of all shares and units it owns in its Subsidiaries, including — (“—”); 

WHEREAS pursuant to the Credit Agreement, the Grantor executed in favour of the Creditor a guarantee dated as of — (as amended, restated, replaced, supplemented or otherwise modified from time to time, the “Guarantee”); 
 WHEREAS pursuant to subsection 18.1.2 of the Credit Agreement, the Creditor and each Lender are conferred the legal status of solidary creditors of the Grantor in respect of all rights, liabilities
and other obligations owed by the Grantor to each of them, the whole in accordance with article 1541 of the Civil Code of Quebec (the “Civil Code”); 
 WHEREAS the Creditor, as solidary creditor for each of the Lenders, has been granted the authority to hold any and all Security in respect of the Credit Agreement; 

WHEREAS the Grantor has agreed to grant a movable hypothec with delivery on certain property; 







 NOW THEREFORE, THE PARTIES HERETO HAVE AGREED AS FOLLOWS: 

 

	1.	INTERPRETATION 

 Capitalized terms
used herein and not otherwise defined shall have the respective meanings ascribed thereto in the Credit Agreement. 
  

	2.	HYPOTHEC 

 As security for the
Secured Obligations, as defined in Section 5, the Grantor hereby hypothecates (the hypothec created hereby being hereinafter called the “Hypothec”) the Charged Property (as defined in Section 3) in favour of the Creditor,
for a principal amount of $1,587,000,000, plus an additional amount equal to twenty percent (20%) thereof to secure all costs, accessories and incidental expenses, the whole with interest from the date of this Deed at the rate of twenty-five
percent (25%) per annum, calculated daily and compounded monthly, with interest on overdue interest calculated at the same rate and in the same manner. 
  

	3.	DESCRIPTION OF CHARGED PROPERTY 


The property charged by the Hypothec consists of the following securities (the “Securities”) owned by the Grantor and which are held by
the Creditor or a third Person: 
  

			
	 Number of shares, bonds, or other

instruments
	  	 Description of the Securities and names of

debtors appearing on the instruments or notes

		
	—	  	shares/units of — registered in the name of the Grantor and evidenced by certificate
—

 together with the following present and future property, without limiting the charges, hypothecs and rights arising by
operation of law: 
 a) renewals, replacements and substitutions of, and additions to, the Securities, whether arising out of a purchase,
redemption, conversion, cancellation or any other transformation of the Securities; 
 b) the proceeds, fruits and revenues of the Securities,
including (by way of example and without limitation) cash, bank accounts, notes, negotiable instruments, bills, commercial paper, securities, monies, goods, contract rights, and any other movable property, corporeal or incorporeal, received when any
of the Securities is sold, exchanged, collected or otherwise disposed of; 
 c) any right pertaining to the Securities; and 

d) any other property delivered at any time to the Creditor, 
 (collectively, the “Charged Property”). 








	4.	ADDITIONAL PROVISIONS 

  

	4.1.	Transfer into Creditor’s Name 

 The Grantor
authorizes the Creditor, at any time following an Event of Default, to transfer any Charged Property or any part thereof into its own name or that of its nominee(s) in its capacity as hypothecary creditor so that the Creditor or its nominee(s) may
appear as the sole registered owner thereof. 
  

	4.2.	Voting, etc. 

 Until the occurrence
of an Event of Default which has not been waived, the Grantor shall be entitled to vote any and all Securities and to give consents, waivers, or ratifications in respect thereof, provided that no vote shall be cast or any consent, waiver, or
ratification given or any action taken which would violate or be inconsistent with any of the terms of the Credit Agreement or this Deed or any other instrument or agreement relating to the Secured Obligations or which would have the effect of
materially impairing the position and interests of the Creditor. All such rights of the Grantor to vote and give consents, waivers and ratifications shall cease in case an Event of Default shall occur which has not been waived whereupon the Creditor
shall be entitled, without limiting its other rights and remedies hereunder, to vote all or any part of the Securities whether or not transferred into the Creditor’s name and give all consents, waivers and ratifications in respect of the
Securities and otherwise act with respect thereto as though it were the outright owner thereof. 
  

	4.3.	Dividends and other Distributions 


Subject to the applicable provisions of the Credit Agreement, if any and so long as an Event of Default has not occurred which has not been waived, the
Grantor may collect all cash dividends payable in respect of the Securities, provided that all cash dividends payable in respect of the Securities which are determined by the Creditor, in its absolute discretion, to represent in whole or in part an
extraordinary, liquidating or other distribution in return of capital, shall be paid to the Creditor and retained by it as part of the Charged Property. 
  

	4.4.	Standard of Care 

 The Creditor
shall have no obligation to protest any of the Charged Property, to take any steps to interrupt prescription, to protect the Charged Property against any depreciation or reduction in value, to make any productive use of the Charged Property, or to
protect the Grantor against any loss relating in any way to the Charged Property. In addition, the Creditor shall not be obliged to vote with respect to any of the Charged Property in connection with any subscription, conversion or other right
relating to the Charged Property, nor in connection with any other matters or proceedings relating to the Charged Property, except where the Creditor is specifically requested in writing to do so and is provided with an indemnity and security which
the Creditor considers sufficient, acting reasonably, together with payment of a reasonable fee to be established by the Creditor. 







 
Without prejudice to its other rights hereunder, the Creditor may, at its discretion, comply with all provisions of law with which the holder of any securities comprised within the Charged
Property from time to time is required to comply. 
  

	5.	SECURED OBLIGATIONS 

 The Hypothec
shall secure the performance of all of the obligations of the Grantor to the Creditor (in its aforesaid capacities) arising under or in connection with the Guarantee and the Loan Documents to which it is a party, as from time to time heretofore or
hereafter amended, supplemented, amended and restated or otherwise modified from time to time, and all of its obligations to the Creditor hereunder (collectively the “Secured Obligations”). 

The Grantor shall be deemed to have once again obligated itself to perform any future obligation forming part of the Secured Obligations in accordance
with the provisions of Article 2797 of the Civil Code. 
 If the proceeds of realization of the Charged Property following an Event of Default
are not sufficient to satisfy all Secured Obligations, the Grantor acknowledges and agrees that the Grantor shall continue to be liable for any remaining Secured Obligations and the Creditor shall remain entitled to full payment thereof. 

 

	6.	REPRESENTATIONS AND WARRANTIES 


The Grantor hereby reaffirms and renews the representations and warranties made by it in the Credit Agreement, and in addition represents and warrants as
follows: 
  

	6.1.	Shareholders’ Agreement - Securities 

 There exists no restriction in the articles, other constating documents or in any agreement, including any shareholders’ agreement, that is binding upon the Grantor regarding the assignment or
transfer of the Securities which has not been complied with or waived, save and except the required consent of the management committee of — with respect to the transfer of the Securities.

  

	7.	COVENANTS 

 The Grantor hereby
reiterates the covenants made by it in the Credit Agreement and further covenants and agrees as follows: 
  

	7.1.	Delivery 

 It shall immediately
remit to the Creditor, or a Person designated by the Creditor, all of the Securities that it owns and shall immediately so remit any Charged Property which comes into the possession of the Grantor, together with any power of attorney, document and
confirmation that the Creditor may reasonably request in order to transfer the Charged Property, at any time following an Event of Default, into the name of the Creditor or its nominee. 








	7.2.	Payment of Legal Fees and Other Expenses 

 It shall: 
 a) pay all costs and expenses related to the exercise of all rights created hereby.
Such costs and expenses shall include all reasonable fees and expenses of consultants, mandataries or legal counsel retained in case of default; and 
 b) reimburse the Creditor for all costs and expenses incurred by it for the purpose of carrying out the Grantor’s obligations or of exercising its rights; 

provided, however, that the obligations arising from this Section 7.2 shall not exceed 20% of the principal amount of the Hypothec. 

 

	7.3.	Rank of Hypothec 

 The Hypothec
shall always create a first ranking hypothec on the Charged Property (subject only to Permitted Charges). 
  

	8.	EVENTS OF DEFAULT 

 The Grantor
shall be in default hereunder upon the occurrence of an Event of Default (any such occurrence being referred to herein as an “Event of Default”). 
  

	9.	CREDITOR’S RECOURSES UPON AN EVENT OF DEFAULT 

  

	9.1.	Surrender 

 The Grantor shall be
deemed to have voluntarily surrendered the Charged Property to the Creditor if it has not opposed the Creditor’s recourse within 20 days of its receipt of a prior notice of the exercise of hypothecary rights. 

 

	9.2.	Additional Rights 

 In order to
protect or to realize upon the Charged Property, the Creditor shall be free, at the Grantor’s expense, at any time following an Event of Default which is continuing, to do any or all of the following: 

a) alienate or dispose of any Charged Property which may depreciate rapidly; 
 b) perform any of the Grantor’s obligations; 
 c) exercise any right attached to the Charged
Property; 
 d) acquire the Charged Property. 
 The Creditor shall not be bound to exercise the same hypothecary rights against all of the Charged Property, and may exercise different rights against different types of Charged Property or even against
different elements of the Charged Property which are of the same type. 








	9.3.	Good Faith 

 The Creditor shall
exercise its rights in good faith, in a reasonable manner, taking into account all circumstances, in order to attempt to reduce the obligations of the Grantor to the Creditor. 

 

	9.4.	Relations with the Grantor and Others 

 The Creditor may grant extensions of time and other indulgences, take and give up security, accept compositions, grant releases and discharges and otherwise deal with the Grantor, with other Persons and
with the Charged Property as the Creditor may see fit without diminishing the liability of the Grantor and without prejudice to the Creditor’s rights pursuant to this Deed. 

 

	9.5.	No Security by Creditor 

 The
Creditor shall not be bound to make an inventory, to take out insurance or to furnish any security of any nature whatsoever. 
  

	9.6.	Special Provisions - Taking in Payment 

 If the Creditor elects to exercise its right to take in payment and the Grantor requires that the Creditor instead sell the Charged Property on which such right is exercised, the Grantor hereby
acknowledges that the Creditor shall not be bound to abandon its action in taking in payment unless, prior to the expiry of the time period allocated for surrender, the Creditor: 
 a) has been granted security satisfactory to it to ensure that the proceeds of sale of the Charged Property will be sufficient to enable the Creditor to be paid in full; 

b) has been reimbursed for all costs and expenses incurred in connection with this Deed, including all fees of consultants and legal counsel; and

 c) has been advanced the necessary sums for the sale of the Charged Property. 
 The Grantor further acknowledges that the Creditor alone is entitled to select the type of sale it may wish to conduct or have conducted. 

 

	9.7.	Sale by the Creditor 

 Where the
Creditor sells the Charged Property itself, it shall not be required to obtain any prior valuation by a third party. The Creditor may elect to sell the Charged Property with legal warranty given by the Grantor or with a complete or partial exclusion
of such warranty. 
  

	10.	MISCELLANEOUS 

  

	10.1.	Hypothec Constitutes Additional Security 

 The Hypothec created hereby is in addition to and not in substitution or replacement for any other hypothec or security held by the Creditor. 








	10.2.	Investment of Charged Property 


The Creditor shall be free to invest any monies or instruments received or held by it in pursuance of this Deed or to deposit same in a non-interest
bearing account without having to comply with any provisions of the Civil Code concerning the investment of the property of others. 
  

	10.3.	Recourses Cumulative 

 The rights
and recourses of the Creditor under this Deed are cumulative and do not exclude any other rights and recourses which the Creditor might have. No omission or delay on the part of the Creditor in the exercise of any right shall have the effect of
operating as a waiver of such right. The partial or sole exercise of a right or power will not prevent the Creditor from exercising thereafter any other right or power. 

 

	10.4.	Severability 

 Any provision of
this Deed which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be of no effect to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition
or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 
  

	10.5.	Amendment 

 No amendment to this
Deed will be valid or binding unless set forth in writing and duly executed by the Grantor and the Creditor, duly authorized by the Lenders in accordance with the provisions of the Credit Agreement. No waiver of any breach of any provision of this
Deed will be effective or binding unless made in writing and signed by the Creditor, duly authorized by the Lenders in accordance with the provisions of the Credit Agreement and, unless otherwise provided in the written waiver, will be limited to
the specific breach waived. 
  

	10.6.	Delegation 

 The Creditor shall be
free to delegate to any Person or Persons the exercise of its rights, actions or the performance of any covenant resulting from this Deed or law; in such case, the Creditor may supply such Person with any information it holds relating to the Grantor
or to the Charged Property. 
  

	10.7.	Performance by Creditor 

 At any
time following the occurrence of an Event of Default and while same subsists, the Creditor shall be free to perform any of the Grantor’s obligations under this Deed. It may then immediately request payment of any expense incurred in doing so,
including interest on the Prime Rate Basis. 
  

	10.8.	Creditor as Mandatary 

 The
Creditor is hereby designated, effective upon the occurrence of an Event of Default and while same subsists, as the irrevocable mandatary of the Grantor with full powers of substitution 







 
for the purposes of Section 10.7 or for the purpose of carrying out any and all acts and executing any and all deeds, proxies or other documents which the Creditor may deem useful in order
to exercise its rights or which the Grantor neglects or refuses to execute or to carry out. 
  

	10.9.	Liability of Creditor 

 The
Creditor shall not be liable for material injuries resulting from its fault, unless such fault is gross or intentional. The Creditor shall not be responsible for any loss occasioned by its taking possession of Charged Property or enforcing the terms
of this Deed, nor for any neglect, failure or delay in exercising or enforcing any of its rights and recourses, nor for any act, default or misconduct of any agent, mandatary, broker, officer, employee or other Person acting for or on behalf of the
Creditor. The Creditor shall be accountable only for such monies as it shall actually receive. The liability of the Creditor or, if applicable, the third party appointed to hold the Charged Property, shall be limited to exercising in regard to the
Charged Property the same degree of care which it gives to similar property held at the same location. 
  

	10.10.	Benefit of Agreement 

 The rights
hereby conferred upon the Creditor shall benefit all of its successors, including any entity resulting from the merger of the Creditor with any other Person or Persons. 

 

	10.11.	Notice 

 Any notice to the Grantor
or the Creditor shall be delivered in the manner set forth in the Credit Agreement. 
  

	10.12.	Understanding of Grantor 

 The
Grantor hereby acknowledges having read this Deed and having received adequate explanations as to the nature and scope of its provisions and as to the obligations deriving therefrom. 

 

	10.13.	Governing Law 

 This Deed shall be
governed by and construed in accordance with the laws of the Province of Quebec. 
  

	10.14.	Language 

 The parties acknowledge
that they have required that the present Deed, as well as all documents, notices and legal proceedings executed, given or instituted pursuant or relating directly or indirectly hereto, be drawn up in English. Les parties reconnaissent avoir
exigé la rédaction en anglais du présent acte, ainsi que de tous documents exécutés, avis donnés et procédures judiciaires intentées à la suite de ou relativement à celui-ci, que
ce soit directement ou indirectement. 







 SIGNED as of the date and at the place first hereinabove mentioned. 

 

					
	—
		
	By:	 	  

		 	Name:	 	—
		 	Title:	 	—


 ACCEPTED AND AGREED THIS              day of —, 20—. 
  

			
	ROYAL BANK OF CANADA, in its
	aforementioned capacities
		
	By:	 	  









 SCHEDULE “F” – OFFICER’S CERTIFICATE 

I, the undersigned,                     , solely in
my capacity as                      of Vidéotron Ltée (the “Borrower”), and not in my personal capacity, do hereby
certify as follows: 
  

	 	(a)	I have taken cognizance of all the terms and conditions of the Amended and Restated Credit Agreement (the “Credit Agreement”) dated as of July 20,
2011, entered into, inter alia, among the Borrower, Royal Bank of Canada, as Agent and Lender, and the Lenders party thereto, as well as of all contracts, agreements and deeds pertaining thereto; and 


 

	 	(b)	no Default or Event of Default has occurred nor exists thereunder; and 

  

	 	(c)	the corporate structure of the VL Group is as set out in the diagram attached to this certificate; 


 

	 	(d)	each member of the VL Group holds the permits, Licences, licences 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 

  

	 	(e)	all property to be charged by the Security Documents is located in the jurisdictions described in a schedule hereto. 


All expressions referred to herein have the meanings ascribed to them in the Credit Agreement. 

Executed at the City of Montreal, Province of Quebec this 20th day of July, 2011. 

 

	
	  









 SCHEDULE “G” – INTENTIONALLY DELETED 







 SCHEDULE “H” – EXISTING DEBT FROM ADDITIONAL OFFERINGS, AT THE CLOSING
DATE 
  

					
	 Description
	  	Amount	 
		
	 6 7/8% Senior Notes due 2014
	  	US$	650,000,000	  
	 6 3/8% Senior Notes due 2015
	  	US$	175,000,000	  
	 9 1/8% Senior Notes due 2018
	  	US$	715,000,000	  
	 7 1/8% Senior Notes due 2020
	  	Cdn.$	300,000,000	  
	 6 7/8% Senior Notes due 2021
	  	Cdn.$	300,000,000	  








 SCHEDULE “I” – PROPERTY OF THE VL GROUP 

 

	1.	List of immovable properties owned by members of the VL Group: 

  

	 	(i)	Vidéotron Ltée 

  

							
	-	  	200, rue Claire-Fontaine ouest	  	Alma	  	Québec
	-	  	Chemin Belter, Partie du lot 8C 5ième rang, (Buckingham)	  	Ange-Gardien	  	Québec
	-	  	1015, Monseigneur de Laval	  	Baie Saint-Paul	  	Québec
	-	  	367, rue de la Briquade	  	Blainville	  	Québec
	-	  	113, rue Rivière	  	Bromont	  	Québec
	-	  	42 rue Pelletier	  	Cabano	  	Québec
	-	  	221 Boul. Springer	  	Chapais	  	Québec
	-	  	385 rue Gagnon	  	Chibougamau	  	Québec
	-	  	111 et 113 rue Vallilée	  	Chûte aux Outardes	  	Québec
	-	  	306 Chemin Bellevue	  	Coaticook	  	Québec
	-	  	Anse to Norbert, Lot 47-1 du rang 5	  	Colombier	  	Québec
	-	  	798 Chemin St-Jacques	  	Crabtree	  	Québec
	-	  	1370, rue des Érables	  	Dolbeau-Mistassini	  	Québec
	-	  	1650, rue Bernier	  	Drummondville	  	Québec
	-	  	190 rue Edmonton, arrondissement Hull	  	Gatineau	  	Québec
	-	  	407, Boul. Saint-René E	  	Gatineau	  	Québec
	-	  	210, rue St-Urbain	  	Granby	  	Québec
	-	  	27 rue Claude-Jodoin	  	Kirkland	  	Québec
	-	  	60, rue Dassylva, Ptie du lot 169, Rang Ste-Mathilde	  	La Malbaie	  	Québec
	-	  	Chemin des loisirs, Lots 602-661	  	La Malbaie	  	Québec
	-	  	88 avenue Bouchard est	  	La Pocatière	  	Québec
	-	  	137, rue Millway	  	Lachute	  	Québec
	-	  	202, route 170	  	L’Anse-Saint-Jean	  	Québec
	-	  	122 - 124, rue Olivier	  	Laurier-Station	  	Québec
	-	  	1 rue de la Station	  	Laval	  	Québec
	-	  	3665 rue Ste-Rose	  	Laval	  	Québec
	-	  	223 route des Îles	  	Lévis	  	Québec
	-	  	1072, Boul. Taschereau	  	Longueuil	  	Québec
	-	  	3700 boul. Losch, Arrondissement St-Hubert	  	Longueuil	  	Québec
	-	  	3750 rue Richelieu, Arrondissement St-Hubert	  	Longueuil	  	Québec
	-	  	1880, boul. Industriel	  	Magog	  	Québec
	-	  	31 rue Comeau	  	Maniwaki	  	Québec
	-	  	397 Boul. St-Jean Baptiste	  	Mercier	  	Québec
	-	  	61 2e Rang ouest, (Partie du lot 45A-54 du rang), Lac to la Croix	  	Métabetchouan	  	Québec
	-	  	Chemin du Sous-bois, Lot 160-P et 166-P	  	Mont St-Grégoire	  	Québec
	-	  	207, rue Villeneuve	  	Mont-Laurier	  	Québec
	-	  	1217 Notre-Dame Est	  	Montréal	  	Québec
	-	  	14,165 rue Cherrier	  	Montréal	  	Québec
	-	  	150, rue Beaubien ouest	  	Montréal	  	Québec
	-	  	2155 Boul. Pie IX	  	Montréal	  	Québec
	-	  	2835 boul. Pitfield, arrondissement Saint-Laurent	  	Montréal	  	Québec
	-	  	4002 rue Ethel, arrondissement Verdun	  	Montréal	  	Québec
	-	  	8100, rue Edison, arrondissement Anjou	  	Montréal	  	Québec
	-	  	8101, boul. Métropolitain est, arrondissement Anjou	  	Montréal	  	Québec
	-	  	4761, avenue Desjardins	  	Notre-Dame de la Doré	  	Québec
	-	  	125, rue St-Jacques	  	Notre-Dame de Portneuf	  	Québec
	-	  	103, rue Major	  	Papineauville	  	Québec
	-	  	638 rue Principale	  	Pohenegamook	  	Québec
	-	  	2125, rue Branly, arrondissement Ste-Foy	  	Québec	  	Québec









							
	-	  	2200, rue Jean-Perrin	  	Québec	  	Québec
	-	  	Côte-Bédard, Lot 1338490	  	Québec	  	Québec
	-	  	53 Montée Taillardat, rang 1, Lot 31-18-21	  	Ragueneau	  	Québec
	-	  	432, rue Félix-Duclos, arrondissement Le Gardeur	  	Repentigny	  	Québec
	-	  	166, 9ième avenue	  	Richmond	  	Québec
	-	  	2830, rue Galt Ouest	  	Sherbrooke	  	Québec
	-	  	254 chemin des Patriotes	  	Sorel	  	Québec
	-	  	258 Chemin des Patriotes	  	Sorel	  	Québec
	-	  	35 Route 277 (533 Rte Bégin)	  	St-Anselme	  	Québec
	-	  	Chemin Beaudoin, (Beebe)	  	Stanstead	  	Québec
	-	  	Côte Ste-Anne, Partie du lot 223-25	  	Ste-Anne-de-Beaupré	  	Québec
	-	  	Rang Taché est, lot 27-3 Rg A, Canton de Lafontaine	  	Ste-Perpétue	  	Québec
	-	  	384, rue du Parc	  	St-Eustache	  	Québec
	-	  	1183 rue Dufresne	  	St-Félicien	  	Québec
	-	  	1258, boul. Sacré-Coeur	  	St-Félicien	  	Québec
	-	  	rue Landry, Lot 34-B6	  	St-Honoré	  	Québec
	-	  	6995, rue Picard	  	St-Hyacinthe	  	Québec
	-	  	969, Boul. St-Antoine	  	St-Jérôme	  	Québec
	-	  	Chemin de Desserte Sud	  	St-Louis de Blandford	  	Québec
	-	  	4207, rue Bernard-Pilon	  	St-Mathieu de Beloeil	  	Québec
	-	  	318 avenue Lajoie	  	St-Pascal de Kamouraska	  	Québec
	-	  	Rang 4 lot 12A-27	  	St-Paul-de-Montminy	  	Québec
	-	  	150 rue St-David	  	St-Siméon	  	Québec
	-	  	720, rang Brulé	  	St-Thomas	  	Québec
	-	  	1540 chemin St-Charles, (Lachenaie)	  	Terrebonne	  	Québec
	-	  	664 St-Désiré	  	Thetford Mines	  	Québec
	-	  	144 rue St-Laurent, (Cap-de-la-Madeleine)	  	Trois-Rivières	  	Québec
	-	  	rue des Prairies, Lots 556-13, 556-14, (Cap-de-la-Madeleine)	  	Trois-Rivières	  	Québec
	-	  	Ptie lot 272-30	  	Varennes	  	Québec
	-	  	2476, rue Henry-Ford	  	Vaudreuil, Dorion	  	Québec
	-	  	2785 chemin St-Antoine	  	Vaudreuil, Dorion	  	Québec
	-	  	290, rue Notre-Dame	  	Victoriaville	  	Québec
	-	  	298 to 300 rue Notre-Dame	  	Victoriaville	  	Québec
	-	  	Lot 981-2	  	Waterloo	  	Québec


									
	-	  	The cable television networks and cable lines and systems including, without limiting the foregoing, the following land files opened at the Register of Public Service
Networks and Immovables situated in the following registration divisions:
					
	-	  	ARGENTEUIL	  	74-B-9	  		  	
		  		  	74-B-11	  		  	
		  		  	74-B-12	  		  	
		  		  	74-B-13	  		  	
		  		  	74-B-14	  		  	
		  		  	74-B-15	  		  	
		  		  	74-B-16	  		  	
		  		  	74-B-17	  		  	
					
	-	  	ARTHABASKA	  	34-B-179	  		  	
		  		  	34-B-180	  		  	
		  		  	34-B-181	  		  	
		  		  	34-B-199	  		  	
					
	-	  	BEAUCE	  	23-B-15 278	  		  	
					
	-	  	BEAUHARNOIS	  	70-B-9	  		  	
		  		  	70-B-10	  		  	









									
		  		  	70-B-11	  		  	
		  		  	70-B-12	  		  	
		  		  	70-B-14 to 70-B-181	  		  	
					
	-	  	BELLECHASSE	  	15-B-1	  		  	
		  		  	15-B-3	  		  	
		  		  	15-B-7	  		  	
		  		  	15-B-8	  		  	
		  		  	15-B-93 to 15-B-116	  		  	
					
	-	  	BERTHIER	  	49-B-36	  		  	
		  		  	49-B-37	  		  	
					
	-	  	BROME	  	38-B-1088	  		  	
		  		  	38-B-1089	  		  	
					
	-	  	CHAMBLY	  	56-B-116	  		  	
		  		  	56-B-117	  		  	
		  		  	56-B-125	  		  	
					
	-	  	CHAMPLAIN	  	32-B-18	  		  	
		  		  	32-B-19	  		  	
					
	-	  	CHARLEVOIX NO. 1	  	11-B-18	  		  	
		  		  	11-B-19	  		  	
		  		  	11-B-23 to 11-B-190	  		  	
					
	-	  	CHARLEVOIX NO. 2	  	12-B-13 to 12-B-120	  		  	
					
	-	  	CHÂTEAUGUAY	  	69-B-10	  		  	
		  		  	69-B-11	  		  	
					
	-	  	CHICOUTIMI	  	94-B-164	  		  	
		  		  	94-B-165	  		  	
		  		  	94-B-167	  		  	
		  		  	94-B-168	  		  	
		  		  	94-B-18 637 to 94-B-18 744	  		  	
					
	-	  	COATICOOK	  	59-B-497	  		  	
		  		  	59-B-498	  		  	
		  		  	59-B-499	  		  	
		  		  	59-B-500	  		  	
					
	-	  	COMPTON	  	25-B-1163	  		  	
		  		  	25-B-1164	  		  	
		  		  	25-B-1165	  		  	
		  		  	25-B-1166	  		  	
		  		  	25-B-1167	  		  	
		  		  	25-B-1168	  		  	
		  		  	25-B-1169	  		  	
		  		  	25-B-1170	  		  	
					
	-	  	DEUX-MONTAGNES	  	73-B-6	  		  	
		  		  	73-B-8	  		  	
		  		  	73-B-16	  		  	









									
		  		  	73-B-17	  		  	
		  		  	73-B-18	  		  	
		  		  	73-B-19	  		  	
					
	-	  	DORCHESTER	  	22-B-12	  		  	
		  		  	22-B-53	  		  	
		  		  	22-B-54	  		  	
					
	-	  	DRUMMOND	  	41-B-9759	  		  	
					
	-	  	GATINEAU	  	78-B-12	  		  	
		  		  	78-B-13	  		  	
		  		  	78-B-14	  		  	
		  		  	78-B-15	  		  	
		  		  	78-B-16	  		  	
		  		  	78-B-17	  		  	
		  		  	78-B-18	  		  	
		  		  	78-B-19	  		  	
					
	-	  	HULL	  	79-B-6	  		  	
		  		  	79-B-7	  		  	
					
	-	  	JOLIETTE	  	58-B-19	  		  	
		  		  	58-B-20	  		  	
					
	-	  	KAMOURASKA	  	10-B-8	  		  	
		  		  	10-B-9	  		  	
		  		  	10-B-12	  		  	
		  		  	10-B-13	  		  	
		  		  	10-B-14	  		  	
		  		  	10-B-15	  		  	
		  		  	10-B-16	  		  	
		  		  	10-B-17	  		  	
		  		  	10-B-18	  		  	
		  		  	10-B-19	  		  	
		  		  	10-B-344 to 10-B-391	  		  	
					
	-	  	LABELLE	  	76-B-15	  		  	
		  		  	76-B-16	  		  	
					
	-	  	LAC-ST-JEAN-EST	  	93-B-953 to 93-B-1090	  		  	
					
	-	  	LAC-ST-JEAN-OUEST	  	90-B-147	  		  	
		  		  	90-B-148	  		  	
		  		  	90-B-1 291 to 90-B-1 482	  		  	
					
	-	  	LAPRAIRIE	  	66-B-1053	  		  	
		  		  	66-B-1054	  		  	
					
	-	  	L’ASSOMPTION	  	62-B-9	  		  	
		  		  	62-B-10	  		  	
		  		  	62-B-11	  		  	
		  		  	62-B-12	  		  	









									
	-	  	LAVAL	  	64-B-6	  		  	
		  		  	64-B-7	  		  	
		  		  	64-B-8	  		  	
		  		  	64-B-9	  		  	
					
	-	  	LÉVIS	  	21-B-127	  		  	
		  		  	21-B-128	  		  	
		  		  	21-B-669 to 21-B-824	  		  	
					
	-	  	L’ISLET	  	13-B-13	  		  	
		  		  	13-B-14	  		  	
		  		  	13-B-15	  		  	
		  		  	13-B-16	  		  	
		  		  	13-B-17	  		  	
		  		  	13-B-18	  		  	
		  		  	13-B-19	  		  	
		  		  	13-B-20	  		  	
		  		  	13-B-21	  		  	
		  		  	13-B-22	  		  	
		  		  	13-B-23	  		  	
		  		  	13-B-24	  		  	
		  		  	13-B-109 to 13-B-132	  		  	
					
	-	  	LOTBINIÈRE	  	28-B-1	  		  	
		  		  	28-B-113	  		  	
		  		  	28-B-117	  		  	
		  		  	28-B-118	  		  	
					
	-	  	MASKINONGÉ	  	47-B-17	  		  	
					
	-	  	MISSISQUOI	  	54-B-1366	  		  	
		  		  	54-B-1367	  		  	
		  		  	54-B-1368	  		  	
		  		  	54-B-1369	  		  	
		  		  	54-B-1370	  		  	
		  		  	54-B-1371	  		  	
		  		  	54-B-1372	  		  	
		  		  	54-B-1373	  		  	
		  		  	54-B-1375	  		  	
					
	-	  	MONTCALM	  	61-B-13	  		  	
		  		  	61-B-16	  		  	
		  		  	61-B-17	  		  	
					
	-	  	MONTMAGNY	  	14-B-1	  		  	
		  		  	14-B-4	  		  	
		  		  	14-B-7	  		  	
		  		  	14-B-8	  		  	
		  		  	14-B-15	  		  	
		  		  	14-B-16	  		  	
		  		  	14-B-101 to 14-B-124	  		  	
					
	-	  	MONTMORENCY	  	17-B-29	  		  	
		  		  	17-B-42	  		  	









									
		  		  	17-B-43	  		  	
					
	-	  	MONTRÉAL	  	65-B-3246	  		  	
		  		  	65-B-3247	  		  	
		  		  	65-B-3248	  		  	
		  		  	65-B-3249	  		  	
		  		  	65-B-3250	  		  	
		  		  	65-B-3251	  		  	
		  		  	65-B-3252	  		  	
		  		  	65-B-3253	  		  	
		  		  	65-B-3254	  		  	
		  		  	65-B-3255	  		  	
		  		  	65-B-3256	  		  	
		  		  	65-B-3257	  		  	
					
	-	  	NICOLET (NICOLET 2)	  	46-B-238	  	and	  	46-B-239
		  		  	46-B-226	  	to	  	46-B-237
		  		  	46-B-240	  	to	  	46-B-261
		  		  	46-B-370	  		  	
					
	-	  	PAPINEAU	  	75-B-15	  		  	
		  		  	75-B-16	  		  	
		  		  	75-B-17	  		  	
		  		  	75-B-18	  		  	
		  		  	75-B-19	  		  	
		  		  	75-B-20	  		  	
					
	-	  	PORTNEUF	  	29-B-41	  		  	
		  		  	29-B-42	  		  	
		  		  	29-B-43	  		  	
		  		  	29-B-44	  		  	
					
	-	  	QUÉBEC	  	20-B-120	  		  	
		  		  	20-B-126	  		  	
		  		  	20-B-127	  		  	
		  		  	20-B-128	  		  	
		  		  	20-B-129	  		  	
		  		  	20-B-226	  	to	  	20-B-357
		  		  	20-B-10730 to 20-B-10969	  		  	
					
	-	  	RICHELIEU	  	50-B-4	  		  	
		  		  	50-B-6	  		  	
		  		  	50-B-7	  		  	
		  		  	50-B-8	  		  	
		  		  	50-B-9	  		  	
					
	-	  	RICHMOND	  	35-B-6	  		  	
		  		  	35-B-7	  		  	
		  		  	35-B-11	  		  	
		  		  	35-B-12	  		  	
		  		  	35-B-13	  		  	
		  		  	35-B-14	  		  	
					
	-	  	RIMOUSKI	  	07-B-8	  		  	
		  		  	07-B-20	  		  	
		  		  	07-B-42	  		  	









									
		  		  	07-B-335 to 07-B-406	  		  	
					
	-	  	ROUVILLE	  	52-B-121	  		  	
		  		  	52-B-122	  		  	
		  		  	52-B-123	  		  	
		  		  	52-B-124	  		  	
		  		  	52-B-125	  		  	
		  		  	52-B-126	  		  	
					
	-	  	SAGUENAY	  	97-B-41	  		  	
		  		  	97-B-42	  		  	
		  		  	97-B-43	  		  	
		  		  	97-B-44	  		  	
		  		  	97-B-45	  		  	
		  		  	97-B-46	  		  	
		  		  	97-B-47	  		  	
		  		  	97-B-48	  		  	
					
	-	  	SAINT-HYACINTHE	  	51-B-117	  		  	
		  		  	51-B-124	  		  	
		  		  	51-B-133	  		  	
		  		  	51-B-134	  		  	
		  		  	51-B-135	  		  	
		  		  	51-B-136	  		  	
					
	-	  	SAINT-JEAN	  	55-B-1135	  		  	
		  		  	55-B-1136	  		  	
					
	-	  	SHAWINIGAN	  	45-B-101	  		  	
					
	-	  	SHEFFORD	  	39-B-256	  		  	
		  		  	39-B-257	  		  	
		  		  	39-B-258	  		  	
		  		  	39-B-259	  		  	
		  		  	39-B-260	  		  	
		  		  	39-B-261	  		  	
					
	-	  	SHERBROOKE	  	36-B-1584	  		  	
		  		  	36-B-1585	  		  	
		  		  	36-B-1586	  		  	
		  		  	36-B-1587	  		  	
		  		  	36-B-1588	  		  	
		  		  	36-B-1589	  		  	
		  		  	36-B-1590	  		  	
		  		  	36-B-1591	  		  	
		  		  	36-B-1592	  		  	
		  		  	36-B-1593	  		  	
		  		  	36-B-1594	  		  	
		  		  	36-B-1595	  		  	
		  		  	36-B-1596	  		  	
		  		  	36-B-1597	  		  	
		  		  	36-B-1598	  		  	
		  		  	36-B-1600	  		  	
		  		  	36-B-1602	  		  	









									
	-	  	STANSTEAD	  	37-B-10	  		  	
		  		  	37-B-11	  		  	
					
	-	  	TÉMISCOUATA	  	09-B-64	  		  	
		  		  	09-B-65	  		  	
		  		  	09-B-66	  		  	
		  		  	09-B-67	  		  	
		  		  	09-B-346 to 09-B-417	  		  	
					
	-	  	TERREBONNE	  	63-B-25	  		  	
		  		  	63-B-26	  		  	
		  		  	63-B-27	  		  	
		  		  	63-B-28	  		  	
		  		  	63-B-29	  		  	
		  		  	63-B-30	  		  	
		  		  	63-B-31	  		  	
		  		  	63-B-32	  		  	
					
	-	  	THETFORD	  	30-B-13	  		  	
		  		  	30-B-14	  		  	
					
	-	  	TROIS-RIVIÈRES	  	44-B-8	  		  	
		  		  	44-B-9	  		  	
		  		  	44-B-10	  		  	
		  		  	44-B-33	  	to	  	44-B-34
		  		  	44-B-21	  	to	  	44-B-32
		  		  	44-B-35	  	to	  	56
		  		  	44-B-165	  		  	
					
	-	  	VAUDREUIL	  	72-B-12	  		  	
		  		  	72-B-13	  		  	
		  		  	72-B-14	  		  	
		  		  	72-B-15	  		  	
		  		  	72-B-545 to 72-B-713	  		  	
					
	-	  	VERCHÈRES	  	57-B-114	  		  	
		  		  	57-B-116	  		  	
		  		  	57-B-117	  		  	
					
	(ii)	  	Vidéotron G.P.	  		  		  	
					
	-	  	rue Saint-Jacques	  		  	St-Jean sur Richelieu	  	Québec
		
	-	  	The cable television networks and cable lines and systems including, without limiting the foregoing, the land files opened at the Register of Public Service Networks and
Immovables situated in all registration divisions of the Land Registry Office of Québec including the following:
					
	-	  	BEAUCE	  	23-B-15 279	  		  	
					
	-	  	CHAMBLY	  	56-B-960	  		  	
					
	-	  	DEUX-MONTAGNES	  	73-B-978	  		  	









									
	-	  	DRUMMOND	  	41-B-9 761	  		  	
					
	-	  	GATINEAU	  	78-B-4 286	  		  	
					
	-	  	HULL	  	79-B-641	  		  	
					
	-	  	MISSISQUOI	  	54-B-1 424	  		  	
					
	-	  	MONTMORENCY	  	17-B-82	  		  	
					
	-	  	MONTRÉAL	  	65-B-56 530	  		  	
					
	-	  	PAPINEAU	  	75-B-5 552	  		  	
					
	-	  	QUÉBEC	  	20-B-12 400	  		  	
		  		  	20-B-12 405	  		  	
					
	-	  	RICHMOND	  	35-B-5 931	  		  	
					
	-	  	SHERBROOKE	  	36-B-8 994	  		  	
					
	-	  	TERREBONNE	  	63-B-11 499	  		  	
					
	-	  	VAUDREUIL	  	72-B-3 695	  		  	

  

	2.	List of premises occupied by members of the VL Group 

  

	 	(i)	Vidéotron Ltée 

  

	 	-	612 rue Saint-Jacques, Montréal Québec H3C4M8 

  

	 	(ii)	9230-7677 Québec Inc. 

  

	 	-	612 rue Saint-Jacques, Montréal Québec H3C4M8 

  

	 	(iii)	Vidéotron S.E.C. / Videotron L.P. 

  

	 	-	612 rue Saint-Jacques, Montréal Québec H3C4M8 

  

	 	(iv)	9227-2590 Québec Inc. 

  

	 	-	612 rue Saint-Jacques, Montréal Québec H3C4M8 

  

	 	(v)	Vidéotron S.E.N.C. / Videotron G.P. 

  

	 	-	612 rue Saint-Jacques, Montréal Québec H3C4M8 









							
	-	 	Leased sites for antennas in the Province of Québec	  		  	
				
	-	 	1405, Pentecostal Road	  	Cobourg	  	Ontario
	-	 	3500, Ave Steeles	  	Markham	  	Ontario
	-	 	3240, Rte Mavis	  	Mississauga	  	Ontario
	-	 	6535, Blv. Millcreek	  	Mississauga	  	Ontario
	-	 	861, Redwook Square	  	Mississauga	  	Ontario
	-	 	1200 boul St-Laurent, (St-Laurent Shopping Centre)	  	Ottawa	  	Ontario
	-	 	250, Albert Street	  	Ottawa	  	Ontario
	-	 	403, Somerset Street	  	Ottawa	  	Ontario
	-	 	100, King Street West	  	Toronto	  	Ontario
	-	 	100, Wellington Street	  	Toronto	  	Ontario
	-	 	101, Bloor Street	  	Toronto	  	Ontario
	-	 	130, Adelaide St. West	  	Toronto	  	Ontario
	-	 	130, King Street West	  	Toronto	  	Ontario
	-	 	151, Front Street	  	Toronto	  	Ontario
	-	 	161, Bay Street	  	Toronto	  	Ontario
	-	 	20 Bay Street	  	Toronto	  	Ontario
	-	 	20/40 Dundas/595 Bay Street	  	Toronto	  	Ontario
	-	 	200, Bay Street, North Tower Royal Bank Plaza	  	Toronto	  	Ontario
	-	 	222, Bay Street	  	Toronto	  	Ontario
	-	 	245, Consumers	  	Toronto	  	Ontario
	-	 	25, Adelaide Street East	  	Toronto	  	Ontario
	-	 	250, Yonge Street	  	Toronto	  	Ontario
	-	 	320, Bay Street	  	Toronto	  	Ontario
	-	 	333 King Street East	  	Toronto	  	Ontario
	-	 	333, King East	  	Toronto	  	Ontario
	-	 	4, Banigan Blvd.	  	Toronto	  	Ontario
	-	 	4100 Yonge Street	  	Toronto	  	Ontario
	-	 	438, University Street	  	Toronto	  	Ontario
	-	 	60, Adelaide Street East	  	Toronto	  	Ontario
	-	 	60, Bloor Street	  	Toronto	  	Ontario
	-	 	66, Wellington St. West	  	Toronto	  	Ontario
	-	 	777, Bay Street	  	Toronto	  	Ontario
	-	 	95, Wellington Street	  	Toronto	  	Ontario
	-	 	7999, boul. Galeries d’Anjou, Kiosque #Z-035, Les Galeries d’Anjou	  	Anjou	  	Québec
	-	 	115 rue Principale	  	Aylmer	  	Québec
	-	 	1011, rue Larue	  	Beauport	  	Québec
	-	 	600, Sir Wilfrid Laurier, #K-9, (Mail Montenach)	  	Beloeil	  	Québec
	-	 	650 chemin du Lac	  	Boucherville	  	Québec
	-	 	2151, Boul. Lapinière	  	Brossard	  	Québec
	-	 	6955, Boul. Taschereau	  	Brossard	  	Québec
	-	 	9380, rue Leduc suite 45	  	Brossard	  	Québec
	-	 	190 rue Fusey	  	Cap-de-la-Madeleine	  	Québec
	-	 	1401, Boul. Talbot	  	Chicoutimi	  	Québec
	-	 	21, rue Racine ouest	  	Chicoutimi	  	Québec
	-	 	745, 43ième avenue, et 10,425 Côte de Liesse	  	Dorval	  	Québec
	-	 	755 René-Lévesque, Kiosque #03060, Les Promenades Drummondville	  	Drummondville	  	Québec
	-	 	1100, Boul. Maloney ouest	  	Gatineau	  	Québec
	-	 	1160, boul. St-Joseph	  	Gatineau	  	Québec
	-	 	171-A, rue Jean-Proulx, arrondissement Hull	  	Gatineau	  	Québec
	-	 	320, Boul. St-Joseph	  	Gatineau	  	Québec
	-	 	500, rue Gréber	  	Gatineau	  	Québec
	-	 	40, rue Évangeline	  	Granby	  	Québec









							
	-	 	619, rue Cowie	  	Granby	  	Québec
	-	 	1075 Firestone, Magasin #1070	  	Joliette	  	Québec
	-	 	1075, Boul Firestone	  	Joliette	  	Québec
	-	 	480, rue St-Pierre	  	Joliette	  	Québec
	-	 	175, (PDLN-PDLS)	  	Lac Jacques Cartier	  	Québec
	-	 	7077, Newman	  	Lasalle	  	Québec
	-	 	1600, boul. Le Corbusier, Local 117, Centre Laval	  	Laval	  	Québec
	-	 	2205, rue Francis-Hugues	  	Laval	  	Québec
	-	 	3003, Boul. Le Carrefour, Kiosque ZM09 & magasin A016	  	Laval	  	Québec
	-	 	3665 boul. Ste-Rose	  	Laval	  	Québec
	-	 	317, rue Marion	  	Legardeur	  	Québec
	-	 	631 route 138, Longue Rive	  	Les Escoumins	  	Québec
	-	 	1200 Alphonse-Desjardins, 3100, (Les Galeries Chagnon)	  	Lévis	  	Québec
	-	 	6600, Boul. de la Rive-Sud	  	Lévis	  	Québec
	-	 	1111 rue St-Charles O., local 130, 135 et 5e étage	  	Longueuil	  	Québec
	-	 	80, rue St-Laurent	  	Longueuil	  	Québec
	-	 	825, rue Saint-Laurent Ouest	  	Longueuil	  	Québec
	-	 	2305, Chemin Rockland, Kiosque K135 & Entrepôt E281	  	Mont Royal	  	Québec
	-	 	4480, rue Côte-de-Liesse	  	Mont Royal	  	Québec
	-	 	1 Place Ville Marie	  	Montréal	  	Québec
	-	 	1000, rue Gauchetière ouest	  	Montréal	  	Québec
	-	 	1080, rue Beaver Hall	  	Montréal	  	Québec
	-	 	1190-1192, Ste-Catherine ouest	  	Montréal	  	Québec
	-	 	1205, rue Papineau	  	Montréal	  	Québec
	-	 	1441, rue Carrie-Derick	  	Montréal	  	Québec
	-	 	150, rue Beaubien ouest, Stationnement Home Depot	  	Montréal	  	Québec
	-	 	1500, avenue Atwater, Plaza Alexis-Nihon	  	Montréal	  	Québec
	-	 	1550, rue Metcalfe (1455 Peel)	  	Montréal	  	Québec
	-	 	1755, Boul. René-Lévesque Est, Local 003	  	Montréal	  	Québec
	-	 	1801 McGill College, 8e étage	  	Montréal	  	Québec
	-	 	1981, rue McGill College	  	Montréal	  	Québec
	-	 	2000, rue Berri	  	Montréal	  	Québec
	-	 	2150 rue Moreau	  	Montréal	  	Québec
	-	 	249, rue St-Antoine ouest	  	Montréal	  	Québec
	-	 	3, Complexe-Desjardins, Espace N1-4, N2-23, E2-23,S2-3	  	Montréal	  	Québec
	-	 	405, rue Ogilvy	  	Montréal	  	Québec
	-	 	4050, Boul. Rosemont	  	Montréal	  	Québec
	-	 	4201 Saint-Denis	  	Montréal	  	Québec
	-	 	4220, de Rouen	  	Montréal	  	Québec
	-	 	4500 rue Hochelaga	  	Montréal	  	Québec
	-	 	4545, rue Frontenac	  	Montréal	  	Québec
	-	 	5, Complexe Desjardins, Niveau Promenade	  	Montréal	  	Québec
	-	 	500, rue René-Lévesque Ouest	  	Montréal	  	Québec
	-	 	500, rue Sherbrooke Ouest	  	Montréal	  	Québec
	-	 	5252, rue Maisonneuve ouest	  	Montréal	  	Québec
	-	 	5800, rue St-Denis	  	Montréal	  	Québec
	-	 	612 Saint-Jacques	  	Montréal	  	Québec
	-	 	6528, rue Waverly	  	Montréal	  	Québec
	-	 	6600 rue Saint-Urbain	  	Montréal	  	Québec
	-	 	705, rue Ste-Catherine Ouest	  	Montréal	  	Québec
	-	 	7275 rue Sherbrooke est	  	Montréal	  	Québec
	-	 	7355, rue Coffee	  	Montréal	  	Québec









							
	-	 	740, rue Notre-Dame Ouest	  	Montréal	  	Québec
	-	 	800, de la Gauchetière ouest, Local #1160, Niveau 1, Place Bonaventure	  	Montréal	  	Québec
	-	 	800, de la Gauchetière ouest, Local 1130, Niveau 1, Place Bonaventure	  	Montréal	  	Québec
	-	 	8147 rue Sherbrooke	  	Montréal	  	Québec
	-	 	888 rue de Maisonneuve	  	Montréal	  	Québec
	-	 	2305 Chemin Rockland, Kiosque #K114	  	Mont-Royal	  	Québec
	-	 	KM 108, route 175	  	Parc des Laurentides	  	Québec
	-	 	KM 187, route 175	  	Parc des Laurentides	  	Québec
	-	 	237, rue Hymus	  	Pointe-Claire	  	Québec
	-	 	6801, route Trans-Canadienne	  	Pointe-Claire	  	Québec
	-	 	1000, Ave Myrand, arrondissement Ste-Foy	  	Québec	  	Québec
	-	 	1050 Lous-Alexandre-Taschereau, Adresse secondaire:, 1035, rue Chevrotière	  	Québec	  	Québec
	-	 	150 René-Lévesque est	  	Québec	  	Québec
	-	 	150, Boul. René Lévesque, Local 202	  	Québec	  	Québec
	-	 	2700, Boulevard Laurier, arrondissement Ste-Foy	  	Québec	  	Québec
	-	 	552, Wilfrid-Hamel	  	Québec	  	Québec
	-	 	Les Galeries de la Capitale, 5401, boul. des Galeries	  	Québec	  	Québec
	-	 	100, Boul. Brien	  	Repentigny	  	Québec
	-	 	288, rue Pierre-Saindon	  	Rimouski	  	Québec
	-	 	15, rue de la Chute	  	Rivière-du-Loup	  	Québec
	-	 	401, Boul. Labelle	  	Rosemère	  	Québec
	-	 	3103 Boul. Royal, Plaza de la Mauricie, Kiosque #K4	  	Shawinigan	  	Québec
	-	 	3330 rue King Ouest	  	Sherbrooke	  	Québec
	-	 	Carrefour de L’Estrie	  	Sherbrooke	  	Québec
	-	 	262-274, boul. Fiset, Local 274	  	Sorel	  	Québec
	-	 	Les Promenades St-Bruno, 1, boul. des Promenades, Kiosque #Z-037	  	St-Bruno	  	Québec
	-	 	3200, Boulevard Laframboise, Kiosque 5120, Galerie St-Hyacinthe	  	St-Hyacinthe	  	Québec
	-	 	145, rue Latour	  	St-Jean sur Richelieu	  	Québec
	-	 	420, Boul. Industriel	  	St-Jean sur Richelieu	  	Québec
	-	 	600, rue Pierre-Caisse, Carrefour Richelieu, Local 00442	  	St-Jean sur Richelieu	  	Québec
	-	 	900, boul. Grignon, (Carrefour du Nord)	  	St-Jérôme	  	Québec
	-	 	3131, Boul. Côte Vertu	  	St-Laurent	  	Québec
	-	 	3700, rue Griffith	  	St-Laurent	  	Québec
	-	 	6315, Chemin Côte-de-Liesse	  	St-Laurent	  	Québec
	-	 	3598, rue Bernard Pilon	  	St-Mathieu de Beloeil	  	Québec
	-	 	840, rue de L’Église	  	St-Romuald	  	Québec
	-	 	1185, boul. Moody, magasin 100, (Galeries de Terrebonne)	  	Terrebonne	  	Québec
	-	 	1075, rue Champflour	  	Trois-Rivières	  	Québec
	-	 	Centre Commercial Les Rivières, 4225, Boul. des Forges, Kiosque #K87	  	Trois-Rivières	  	Québec
	-	 	1000, rue St-Charles	  	Vaudreuil, Dorion	  	Québec
	-	 	90, rue Charbonneau	  	Vaudreuil, Dorion	  	Québec
	-	 	5, rue Commerce	  	Verdun	  	Québec









	 	(vi)	Videotron US Inc. 

  

	 	-	Suite 1410, The Nemours Building, 1007 Orange Street, County of New Castle, Wilmington, Delaware, 19801, United States of America (Registered office)


  

	 	(vii)	Vidéotron Infrastructures Inc. 

  

	 	-	612 rue Saint-Jacques, Montréal Québec H3C4M8 

  

	 	-	Leased sites for antennas in the Province of Québec 

  

	 	(viii)	Le SuperClub Vidéotron Ltée 

  

							
	-	  	612 rue Saint-Jacques, Montréal Québec H3C4M8	  		  	
	-	  	305, rue Sherbrooke Ouest	  	Montréal	  	Québec
	-	  	4076, rue Wellington	  	Verdun	  	Québec
	-	  	184 Scott Street	  	St. Catharines	  	Ontario
	-	  	1040-1096 Princess St.	  	Kingston	  	Ontario
	-	  	125 Stewart Blvd.	  	Brockville	  	Ontario
	-	  	Heritage Sq., 6 Speers Blvd.	  	Amherstview	  	Ontario
	-	  	4245, rue Jean-Talon Est	  	Saint-Léonard	  	Québec
	-	  	3101, rue Masson	  	Montréal	  	Québec
	-	  	1747, rue Fleury Est	  	Montréal	  	Québec
	-	  	180, boul. d’Anjou	  	Châteauguay	  	Québec
	-	  	2930, ch. Chambly	  	Longueuil	  	Québec
	-	  	1027, boul. St-Joseph	  	Drummondville	  	Québec
	-	  	210, ch. d’Aylmer	  	Gatineau	  	Québec
	-	  	2309, rue St-Hubert	  	Jonquière	  	Québec
	-	  	12886, rue Sherbrooke Est	  	Pointe-aux-Trembles	  	Québec
	-	  	2552, rue Beaubien Est	  	Montréal	  	Québec
	-	  	66, boul. Jacques-Cartier Nord	  	Sherbrooke	  	Québec
	-	  	2635, av. Van Horne	  	Montréal	  	Québec
	-	  	5632, boul. Henri-Bourassa Est	  	Montréal-Nord	  	Québec
	-	  	2033, rue Principale	  	Sainte-Julie	  	Québec
	-	  	400, route 132, local 122	  	Saint-Constant	  	Québec
	-	  	840, boul. de l’Ange-Gardien Nord	  	L’Assomption	  	Québec
	-	  	690, ch. de St-Jean	  	La Prairie	  	Québec
	-	  	4250, 1ère avenue, local 40A	  	Charlesbourg	  	Québec
	-	  	1300, boul. St-Jean Baptiste	  	Montréal	  	Québec
	-	  	3730, rue Ontario Est	  	Montréal	  	Québec
	-	  	426, rue Principale	  	Lachute	  	Québec
	-	  	5645, boul. Grande-Allée	  	Brossard	  	Québec
	-	  	5144, rue Frontenac	  	Lac-Mégantic	  	Québec
	-	  	882, boul. des Seigneurs	  	Terrebonne	  	Québec
	-	  	1205, rue de Neuville, local 103	  	Gatineau	  	Québec
	-	  	50 Main Street East	  	Hawkesbury	  	Ontario
	-	  	554, boul. St-Laurent,	  	Louiseville	  	Québec
	-	  	3343, rue Jarry Est	  	Montréal	  	Québec
	-	  	3759, ch. d’Oka	  	Saint-Joseph-du-Lac	  	Québec
	-	  	9770, rue Lajeunesse	  	Montréal	  	Québec
	-	  	346 North Front Street	  	Belleville	  	Ontario
	-	  	1080 Adelaide Street N.	  	London	  	Ontario
	-	  	1200 rue de la Faune	  	Québec	  	Québec
	-	  	100, boul. Brien	  	Repentigny	  	Québec









							
	-	  	2350, boul. Ste-Anne	  	Québec	  	Québec
	-	  	2236 Boul. Des Laurentides	  	Vimont, Laval	  	Québec
	-	  	3490, boul. des Forges	  	Trois-Rivières	  	Québec
	-	  	523, boul. Curé-Labelle	  	Fabreville	  	Québec
	-	  	1010, boul. King Est	  	Sherbrooke	  	Québec
	-	  	97, rue St-Germain Ouest	  	Rimouski	  	Québec
	-	  	9115, boul. de L’Ormière	  	Québec	  	Québec
	-	  	4073, boul. Royal	  	Shawinigan	  	Québec
	-	  	379, boul. Bois-Francs Sud	  	Victoriaville	  	Québec
	-	  	1330, av. du Mont-Royal Est	  	Montréal	  	Québec
	-	  	455, boul. de Mortagne	  	Boucherville	  	Québec
	-	  	355, boul. Gréber	  	Gatineau	  	Québec
	-	  	855, boul. René-Lévesque Ouest	  	Québec	  	Québec
	-	  	1, rue Dufferin	  	Salaberry-de-Valleyfield	  	Québec
	-	  	481, boul. des Laurentides	  	Saint-Jérôme	  	Québec
	-	  	2190, av. Larue	  	Beauport	  	Québec
	-	  	2600, boul. Casavant Ouest	  	Saint-Hyacinthe	  	Québec
	-	  	10750, boul. Lacroix	  	Saint-Georges	  	Québec
	-	  	7000, av. de la Plaza	  	Sorel-Tracy	  	Québec
	-	  	2105, boul. Curé-Labelle	  	Chomedey, Laval	  	Québec
	-	  	1000, rue Cours Le Corbusier	  	Boisbriand	  	Québec
	-	  	961, boul. Talbot	  	Chicoutimi	  	Québec
	-	  	199, boul. Labelle	  	Rosemère	  	Québec
	-	  	5780, boul. Gouin Ouest	  	Montréal	  	Québec
	-	  	150, boul. des Laurentides	  	Pont-Viau, Laval	  	Québec
	-	  	999, rue Pie XI	  	Thetford Mines	  	Québec
	-	  	1866, av. Industrielle	  	Val-Bélair	  	Québec
	-	  	803A, boul. Curé-Labelle	  	Blainville	  	Québec
	-	  	50, Route du Président Kennedy, Local 170	  	Lévis	  	Québec
	-	  	8256, boul. Maurice-Duplessis	  	Montréal	  	Québec
	-	  	8285, rue Notre-Dame Est	  	Montréal	  	Québec
	-	  	8675, boul. Viau	  	Saint-Léonard	  	Québec
	-	  	5965, rue de Verdun	  	Verdun	  	Québec
	-	  	6112, rue Sherbrooke Ouest	  	Montréal	  	Québec
	-	  	215, boul. Fiset	  	Sorel-Tracy	  	Québec
	-	  	5852, boul. Léger	  	Montréal-Nord	  	Québec
	-	  	965, boul. d’Auteuil	  	Duvernay, Laval	  	Québec
	-	  	84, boul. Industriel	  	Repentigny	  	Québec
	-	  	97, rue Principale Est	  	Farnham	  	Québec
	-	  	2815, ch. des Quatre-Bourgeois	  	Sainte-Foy	  	Québec
	-	  	1221, rue Charles-Albanel	  	Sainte-Foy	  	Québec
	-	  	350, rue Beaudry Nord	  	Joliette	  	Québec
	-	  	295, boul. Armand-Thériault	  	Rivière-du-Loup	  	Québec
	-	  	6425, rue Beaubien Est	  	Montréal	  	Québec
	-	  	19, rue Beausoleil	  	Saint-Gabriel-de-Brandon	  	Québec
	-	  	465, boul. du Pont	  	Saint-Nicolas	  	Québec
	-	  	1025, boul. Curé-Poirier Ouest	  	Longueuil	  	Québec
	-	  	6072, rue Sherbrooke Est	  	Montréal	  	Québec
	-	  	1135, rue Décarie	  	Saint-Laurent	  	Québec
	-	  	2700, boul. des Promenades	  	Deux-Montagnes	  	Québec
	-	  	511, boul. Royal	  	Malartic	  	Québec
	-	  	1258, 3e avenue	  	Val-d’Or	  	Québec
	-	  	25, boul. Don Quichotte	  	L’Île-Perrot	  	Québec
	-	  	203, 7e Avenue	  	Dolbeau-Mistassini	  	Québec
	-	  	4260, rue Ste-Catherine Est	  	Montréal	  	Québec
	-	  	299, boul. Sir Wilfrid-Laurier	  	Saint-Lambert	  	Québec









							
	-	  	1950, boul. Curé-Labelle	  	Saint-Jérôme	  	Québec
	-	  	161, 1re Avenue Ouest	  	Amos	  	Québec
	-	  	2619 boul. Louis XIV	  	Beauport	  	Québec
	-	  	600, boul. Jacques-Bizard	  	L’Île-Bizard	  	Québec
	-	  	1360, boul. Montarville	  	Saint-Bruno	  	Québec
	-	  	468, rue St-Patrice Ouest	  	Magog	  	Québec
	-	  	30, rue Morin	  	Sainte-Agathe-des-Monts	  	Québec
	-	  	1149, boul. de Ste-Adèle	  	Sainte-Adèle	  	Québec
	-	  	131 chemin du lac Millette, suite 101	  	Saint-Sauveur	  	Québec
	-	  	824, boul. Thibeau	  	Trois-Rivières	  	Québec
	-	  	585, av. St-Charles	  	Vaudreuil-Dorion	  	Québec
	-	  	250, boul. Sir Wilfrid-Laurier	  	Beloeil	  	Québec
	-	  	5253, av. du Parc	  	Montréal	  	Québec
	-	  	400, boul. du Séminaire Nord	  	St-Jean-sur-Richelieu	  	Québec
	-	  	720, Montée Paiement	  	Gatineau	  	Québec
	-	  	5178, ch. Queen Mary	  	Montréal	  	Québec
	-	  	5245, boul. Cousineau	  	Saint-Hubert	  	Québec
	-	  	2768, rue Laurier, CP 91	  	Rockland	  	Ontario
	-	  	168, 25e Avenue	  	Saint-Eustache	  	Québec
	-	  	354, boul. Arthur-Sauvé	  	Saint-Eustache	  	Québec
	-	  	1450, boul. Père-Lelièvre	  	Duberger	  	Québec
	-	  	5333, boul. Laurier, local 100	  	Terebonne (La plaine)	  	Québec
	-	  	241, boul. Samson	  	Sainte-Dorothée, Laval	  	Québec
	-	  	437, rue du Pont	  	Mont-Laurier	  	Québec
	-	  	1360, rue Notre-Dame	  	L’Ancienne-Lorette	  	Québec
	-	  	2020, boul. René-Gaultier	  	Varennes	  	Québec
	-	  	10A, boul. Georges-Gagné	  	Delson	  	Québec
	-	  	407, rue de St-Jovite	  	Mont-Tremblant	  	Québec
	-	  	912, rue Commerciale	  	Saint-Jean-Chrysostome	  	Québec
	-	  	81, boul. Taché Ouest	  	Montmagny	  	Québec
	-	  	85, av. Plante	  	Vanier	  	Québec
	-	  	7579, boul. Newman	  	LaSalle	  	Québec
	-	  	541, boul. Curé-Labelle	  	Chomedey, Laval	  	Québec
	-	  	1770, av. de L’Église	  	Montréal	  	Québec
	-	  	8465, boul. Henri-Bourassa	  	Charlesbourg	  	Québec
	-	  	5000, rue Wellington	  	Verdun	  	Québec
	-	  	3698, boul. Taschereau	  	Greenfield Park	  	Québec
	-	  	9295, rue Sherbrooke Est	  	Montréal	  	Québec
	-	  	535, rue Villeray	  	Montréal	  	Québec
	-	  	1264, rue Jean-Talon Est	  	Montréal	  	Québec
	-	  	477A Boul. Ste-Anne	  	Sainte-Anne-des-Plaines	  	Québec
	-	  	5760, boul. Jean XXIII	  	Trois-Rivières	  	Québec
	-	  	1397, 6e Avenue	  	Grand-Mère	  	Québec
	-	  	8200, boul. Taschereau	  	Brossard	  	Québec
	-	  	1201, boul. de Périgny	  	Chambly	  	Québec
	-	  	420, rue St-Charles Ouest	  	Longueuil	  	Québec
	-	  	275, rue St-Antoine Nord	  	Lavaltrie	  	Québec
	-	  	7, rue Robert	  	Saint-Basile-Le-Grand	  	Québec
	-	  	1116, boul. Vachon Nord, cp.19	  	Sainte-Marie	  	Québec
	-	  	746, av. Buckingham, suite A	  	Buckingham	  	Québec
	-	  	10, rue Papineau	  	Joliette	  	Québec
	-	  	55, rue Marie de l’Incarnation	  	Québec	  	Québec
	-	  	2220, ch. Gascon	  	Terrebonne	  	Québec
	-	  	685, boul. Laure	  	Sept-Îles	  	Québec
	-	  	1001, boul. Laflèche	  	Baie-Comeau	  	Québec
	-	  	39, boul. St-Luc, local 100	  	Saint-Jean-sur-Richelieu	  	Québec









							
	-	  	199, route 138	  	Donnacona	  	Québec
	-	  	3440, ch. des Quatre-Bourgeois	  	Sainte-Foy	  	Québec
	-	  	18, rue du Manège	  	Coaticook	  	Québec
	-	  	515, boul. Lacombe	  	Le Gardeur	  	Québec
	-	  	1070, Montée Masson	  	Mascouche	  	Québec
	-	  	9, boul. de la Salette	  	Saint-Jérôme	  	Québec
	-	  	750, av. du Phare Ouest	  	Matane	  	Québec
	-	  	3465, boul. Dagenais Ouest	  	Fabreville	  	Québec
	-	  	1890, av. Dollard	  	LaSalle	  	Québec
	-	  	13425 Boul. Curé-Labelle	  	Mirabel	  	Québec
	-	  	1305, rue des Cascades	  	Saint-Hyacinthe	  	Québec
	-	  	211, av. du Pont Sud	  	Alma	  	Québec
	-	  	531, rue Saint-Louis	  	Saint-Lin-Laurentides	  	Québec
	-	  	3285, 1re Avenue	  	Rawdon	  	Québec
	-	  	4795, boul. Bourque	  	Rock Forest	  	Québec
	-	  	914, boul. Maloney Est	  	Gatineau	  	Québec
	-	  	550, boul. d’Iberville	  	Saint-Jean-sur-Richelieu	  	Québec
	-	  	4526, boul. St-Laurent	  	Montréal	  	Québec
	-	  	83, rue Ellice	  	Beauharnois	  	Québec
	-	  	9, boul. Montcalm Nord, porte 17	  	Candiac	  	Québec
	-	  	179, av. St-Alphonse	  	Roberval	  	Québec
	-	  	572, boul. Arthur-Sauvé	  	Saint-Eustache	  	Québec
	-	  	600, Montée du Moulin, local 24	  	Saint-François, Laval	  	Québec
	-	  	1334, boul. Sacré-Coeur	  	Saint-Félicien	  	Québec
	-	  	15020, boul. Henri-Bourassa	  	Québec	  	Québec
	-	  	13960-5, Montée St-Simon	  	Mirabel	  	Québec
	-	  	277, Montée des Pionniers	  	Lachenaie	  	Québec
	-	  	356, boul. Sir-Wilfrid-Laurier	  	Mont-Saint-Hilaire	  	Québec
	-	  	560, rue Conrad	  	Granby	  	Québec
	-	  	2148, boul. Lapinière	  	Brossard	  	Québec
	-	  	75, boul. des Châteaux, local 201	  	Blainville	  	Québec
	-	  	828, av. Gilles Villeneuve	  	Berthierville	  	Québec
	-	  	777, boul. Lebourgneuf local 115	  	Québec	  	Québec
	-	  	28, boul. du Mont-Bleu	  	Gatineau	  	Québec
	-	  	63, Montée Gagnon,	  	Bois-des-Fillions	  	Québec
	-	  	1811, Ste-Angelique	  	St-Lazare	  	Québec
	-	  	24 rue Du Couvent, local #1	  	l’Épiphanie	  	Québec
	-	  	1625 3e avenue	  	Val-d’Or	  	Québec
	-	  	574 rue principale	  	Granby	  	Québec
	-	  	2645 Boul. Curé-Labelle, local 105	  	Prévost	  	Québec
	-	  	3615 Notre-Dame Ouest	  	St-Henri	  	Québec
	-	  	281 King Street	  	Port Colborne	  	Ontario
	-	  	1000 Gerrard Street East, Unit C13-14	  	Toronto	  	Ontario
	-	  	12 Highland Drive.	  		  	
	-	  	Fonthill Shopping Centre, Hwy #20	  	Fonthill	  	Ontario
	
	For information purposes, the following are premises occupied outside of Québec and Ontario (however these do not contain material assets belonging to members of
the VL Group):
	-	  	169 Dundonald St.	  	Fredericton	  	New Brunswick
	-	  	102 Main St., Unit 5	  	Fredericton	  	New Brunswick
	-	  	454 Granville Street	  	Summerside	  	Prince Edward Island
	-	  	39 Commonwealth Ave. Unit 7	  	Mt. Pearl	  	Newfoundland
	-	  	#9-2539 Main Street	  	Winnipeg	  	Manitoba
	-	  	8 Hardy Ave.	  	Grand Falls-Windsor	  	Newfoundland
	-	  	Mailing address: P.O. Box 21211,	  	St. John’s	  	Newfoundland
	-	  	26 Hamlyn Road, St. John’s	  	St. John’s	  	Newfoundland
	-	  	30, rue de l’Église	  	Edmundston	  	New Brunswick









							
				
	(ix)	  	Jobboom Inc.	  		  	
				
	-	  	612 rue Saint-Jacques, Montréal Québec H3C4M8	  		  	








 Part 2 
 List of Non-Material Real Estate (Section 13.3) 
  

							
	 No
	  	 Address
	  	Value	 
			
	055	  	14165 Cherrier, Montréal	  	$	130,867.00	  
			
	062	  	Lot 556-13, 556-14, Cap-de-la Madeleine	  	$	92,300.00	  
			
	067	  	Lot 601-1-2, Notre-Dame-des-Laurentides	  	$	86,000.00	  
			
	348	  	Lot 981-2 canton de Shefford, Waterloo	  	$	19,200.00	  
			
	362	  	St-Honoré	  	$	300.00	  
			
	678	  	3338, Tolmies Corners, Roxboro, Ontario	  	$	29,125.00	  
			
	311	  	1512 Chemin St-Jean (Concession 9), Clarence-Rockland, Ontario	  	$	61,000.00	  








 SCHEDULE “J” – OFFICER’S COMPLIANCE CERTIFICATE 

TO: ROYAL BANK OF CANADA, as Agent 
 We have reviewed the Amended and Restated Credit Agreement dated as of July 20, 2011 (as modified, supplemented, amended or amended and restated from time to time, the “Credit
Agreement”) entered into among VIDÉOTRON LTÉE, Royal Bank of Canada, as Agent and the Lenders (as defined in the Credit Agreement), and hereby certify that: 

 

	 	(i)	with the exceptions listed below (if any), as of the date of this certificate, the Borrower has complied with all the terms and conditions of the Credit Agreement;


  

	 	(ii)	the Adjusted Consolidated assets, EBITDA and Debt owned, generated or owed by the VL Group is not less than 95% of the consolidated assets, EBITDA and Debt of the
Borrower [if any of these elements is less than 95%, provide an accurate percentage]; 

  

	 	(iii)	the aggregate assets and EBITDA attributable to the Borrower and the Guarantors is [not less than 95% of the consolidated assets and EBITDA of the Borrower]
{or} [     % [cannot be less than 80%] of the consolidated assets and     % [cannot be less than 80%] of the consolidated EBITDA of the Borrower], such EBITDA in each case
calculated on a rolling four-quarter basis; 

  

	 	(iv)	[For annual Compliance Certificate alone; if both assets and EBITDA attributable to the Borrower and the Guarantors represent not less than 95% of the
consolidated assets and EBITDA of the Borrower, this will be provided only at the reasonable request of the Agent] [if applicable] annexed hereto is all of the information necessary to permit the Agent and the Lenders to calculate
the EBITDA and assets attributable to (a) the Borrower and the Guarantors, and (b) the Borrower on a consolidated basis; and 

  

	 	(v)	no Default has occurred and is continuing and no Event of Default has occurred or exists under the Credit Agreement [or, if a Default or Event of Default
exists, set out the details and proposed solutions]. 

 We attach a Compliance Certificate
demonstrating the Borrower’s compliance with the financial covenants listed in subsections 12.11.1 and 12.11.2, [as well as compliance with the covenant contained in Section 12.12 of the Credit Agreement], in each case for the latest
period required under subsection {12.15.1 - quarterly} {12.15.2 - annual} {choose one}. 
  

			
	  

	Name and Title	 	


			
		
	Date:	 	  


 List of Defaults or Events of Default (either list or state “none”. If any exist, set out particulars,
period of existence and actions proposed) 







 COMPLIANCE CERTIFICATE 

Maintenance of Ratios (Section 12.11) 
 Quarter ending                     

(Indicate if the information provided herein is provided on a 

consolidated or Adjusted Consolidated basis) 

 

											
	1.	  	Leverage Ratio (Debt to EBITDA)	  		  		  		  	
						
		  	 (A)   Debt
	  	$            	  		  		  	
						
		  	 (B)   EBITDA
	  	$            	  		  		  	
						
		  	Ratio of Debt to EBITDA (A/B) =	  		  		  		  	
						
	2.	  	Interest Coverage Ratio	  		  		  		  	
						
		  	(B) EBITDA	  		  	$            	  		  	
						
		  	(D) Interest Expense	  		  	$            	  		  	
						
		  	Ratio of EBITDA to Interest Expense (B/D) =	  		  		  		  	
		
	Calculation of Debt (A)	  	
						
		  	Borrowed money (excluding QMI Subordinated Debt)	  		  		  	$            	  	
	plus	  		  		  		  		  	
		  	Hedging Exposure	  		  		  	$            	  	
	plus	  		  		  		  		  	
		  	Deferred purchase price	  		  		  	$            	  	
	plus	  		  		  		  		  	
		  	Obligations secured by Charges	  		  		  	$            	  	
	plus	  		  		  		  		  	
		  	Capital and Synthetic Leases	  		  		  	$            	  	
	plus	  		  		  		  		  	
		  	Contingent Obligations	  		  		  	$            	  	
	plus	  		  		  		  		  	
		  	B/A’s, letters of credit and Guarantees	  		  		  	$            	  	
	equals	  		  		  		  		  	
						
		  	DEBT (A):	  		  		  		  	$            









									
	Calculation of EBITDA (B)
					
		  	 (i)     
	  	Net income or loss of Borrower	  	$            	  	
	plus	  		  		  		  	
		  	 (ii)    
	  	non-controlling interests	  	$            	  	
	plus	  		  		  		  	
		  	 (iii)  
	  	extraordinary items	  	$            	  	
	plus	  		  		  		  	
		  	 (iv)   
	  	Interest Expense	  	$            	  	
	plus	  		  		  		  	
		  	 (v)    
	  	Income tax expense	  	$            	  	
	plus	  		  		  		  	
		  	 (vi)   
	  	Depreciation and amortization	  	$            	  	
	plus or minus	  		  	
		  	 (vii) 
	  	Forex translation gains / losses	  	$            	  	
	plus	  		  		  		  	
		  	 (viii)
	  	Non-cash financial charges	  	$            	  	
	minus	  		  		  		  	
		  	 (ix)   
	  	Income or expense related to Back-to-Back Securities	  	$            	  	
	minus	  		  		  		  	
		  	(x)	  	EBITDA of Subsidiaries not members of the Relevant Group	  	$            	  	
	Equals	  		  		  		  	
				
		  	EBITDA (B)	  		  	$            








 Covenant Compliance (Section 12.12) 

(To be reported on only annually, unless requested more frequently by the Agent. However, if both assets and EBITDA attributable to the
Borrower and the Guarantors represent at least 95% of the consolidated assets and EBITDA of the Borrower, detailed calculations will be provided only at the request of the Agent 
 Borrower and Guarantors required to have 80% of Borrower’s consolidated EBITDA and assets (12.12) 
 Calculation of % of Assets 
  

					
	 (i)
	  	 Total assets of Borrower (consolidated)
	  	$            
	minus	  		  	
	(ii)	  	 Assets owned by Persons not Borrower or Guarantors
	  	$            
	equals	  		  	
	(iii)	  	 Total assets of Borrower and Guarantors
	  	$            
		
	 Ratio of assets of Borrower and Guarantors to Borrower consolidated
assets
 (must not be less than 80%)
	  	(= (iii)/(i)) =            

 Calculation of % of EBITDA 

 

					
	 (i)
	  	 Total EBITDA of Borrower (consolidated)
	  	$            
	 minus
	  		  	
	 (ii)
	  	 EBITDA generated by Persons other than Borrower or Guarantors
	  	$            
	 equals
	  		  	
	 (iii)
	  	 Total EBITDA of Borrower and Guarantors
	  	$            
		
	 Ratio of EBITDA of Borrower and Guarantors to Borrower consolidated
EBITDA
 (must not be less than 80%)
	  	(= (iii)/(i)s) =            








 SCHEDULE “K” – INTENTIONALLY DELETED 







 SCHEDULE “L” – GUARANTORS AND MEMBERS OF THE VL GROUP AS

 AT THE CLOSING DATE 
 VIDÉOTRON LTÉE (Borrower) 
 LE SUPERCLUB VIDÉOTRON LTÉE (Guarantor)

 VIDEOTRON INFRASTRUCTURES INC. (Guarantor) 
 JOBBOOM INC. (Guarantor) 
 VIDEOTRON US INC. (Guarantor) 

9227-2590 QUEBEC INC. (Guarantor) 
 9230-7677
QUEBEC INC. (Guarantor) 
 VIDEOTRON G.P. (Guarantor) 
 VIDEOTRON L.P. (Guarantor) 







 SCHEDULE “M” – INTENTIONALLY DELETED 







 SCHEDULE “N” – FORM OF SUBORDINATION AGREEMENT FOR 

BACK-TO-BACK SECURITIES 
 This SUBORDINATION AGREEMENT is dated as of —, 20——
(the “Agreement”). 
 To: Royal Bank of Canada, for itself and as Agent under the Credit Agreement (defined below) for the
Lenders (the “Agent”), Videotron Ltée, a Quebec company (the “Obligor”), as obligor under the — dated as of
—, and — in the principal amount of $— and $—,
respectively, made by the Obligor in favour of — (the “Subordinated Notes”), and —, as holder (the “Holder”) of the
Subordinated Notes, for ten dollars and other good and valuable consideration received by each of the Obligor and the Holder from the Agent and by each of the Obligor and the Holder from the other, agree as follows: 

1. Interpretation. 
 (a) “Cash, Property or Securities”. “Cash, Property or Securities” shall not be deemed to include securities of the Obligor or any other Person provided for by a plan of
reorganization or readjustment, the payment of which is subordinated at least to the extent provided herein with respect to the Subordinated Notes, to the payment of all Senior Indebtedness which may at the time be outstanding; provided, however,
that (i) all Senior Indebtedness is assumed by the new Person, if any, resulting from any such reorganization or readjustment, and (ii) the rights of the holders of the Senior Indebtedness are not, without the consent of such holders,
altered by such reorganization or readjustment. 
 (b) “payment in full”. “payment in full”,
with respect to Senior Indebtedness, means the receipt on an irrevocable basis of cash in an amount equal to the unpaid principal amount of the Senior Indebtedness and premium, if any, and interest and any special interest thereon to the date of
such payment, together with all other amounts owing with respect to such Senior Indebtedness. 
 (c)
“Senior Indebtedness”. “Senior Indebtedness” means, at any date all indebtedness (including, without limitation, any and all amounts of principal, interest, special interest, additional amounts (including amounts
owed under any Derivative Instrument entered into with a Lender, as defined in the Credit Agreement), premium, fees, penalties, indemnities and “post-petition interest” in bankruptcy and any reimbursement of expenses) under (1) the
Indentures described as (i) “US$650,000,000
67/
8% Senior Notes due 2014”, (ii) “US$175,000,000
63/
8% Senior Notes due 2015”, (iii) “US$715,000,000 91/8% Senior Notes due 2018”, (iv) “Cdn.$300,000,000 71/8% Senior Notes due 2020”, and (v) Cdn.$300,000,000 67/8% Senior Notes due 2021 including, without limitation, the “Notes”, the “Subsidiary Guarantees”, the
“Exchange Notes”, the “Additional Notes” and any Guarantee of the Exchange Notes or the Additional Notes (in each case, as defined in the relevant Indenture) and (2) the Amended and Restated Credit Agreement, dated as of
July20, 2011, among the Obligor, the Lenders as defined therein, and Royal Bank of Canada, as administrative agent (the “Credit Agreement”; capitalized terms used herein without definition having the meanings set forth therein).








 2. Agreement Entered into Pursuant to Credit Agreement. The Obligor, the Agent and the Lenders
are entering into this Agreement pursuant to the provisions of the Credit Agreement, pursuant to which Videotron Ltée may borrow up to Cdn. $650,000,000 on a committed basis (the “Credit”). 

3. Subordination. The indebtedness represented by the Subordinated Notes shall be subordinated as follows: 

(a) Agreement to Subordinate. The Obligor, for itself and its successors and assigns, and the Holder agree that the
indebtedness evidenced by the Subordinated Notes (including, without limitation, principal, interest, premium, fees, penalties, indemnities and “post-petition interest” in bankruptcy (as same is interpreted under the US Bankruptcy Code)
and any reimbursement of expenses) is subordinate and junior in right of payment, to the extent and in the manner provided in this Section 3, to the prior payment in full of all Senior Indebtedness. The provisions of this Section 3 are for
the benefit of the Agent acting on behalf of the holders from time to time of Senior Indebtedness under the Credit Agreement, including the Lenders as defined therein, and such holders are hereby made obligees hereunder to the same extent as if
their names were written herein as such, and they (collectively or singly) may proceed to enforce such provisions. 
 (b)
Liquidation, Dissolution or Bankruptcy. 
  

	 	(i)	Upon any distribution of assets of the Obligor to creditors or upon a liquidation or dissolution or winding-up of the Obligor or in a bankruptcy, arrangement,
liquidation, reorganization, insolvency, receivership or similar case or proceeding relating to the Obligor or its property or other marshalling of assets of the Obligor: 


 

	 	(A)	the holders of Senior Indebtedness shall be entitled to receive payment in full of all Senior Indebtedness before the Holder shall be entitled to receive any payment of
principal of or interest on, or any other amount owing in respect of, the Subordinated Notes; 

  

	 	(B)	until payment in full of all Senior Indebtedness, any distribution of assets of the Obligor of any kind or character to which the Holder would be entitled but for this
Section 3 is hereby assigned to the holders of Senior Indebtedness absolutely and shall be paid by the Obligor or by any receiver, trustee in bankruptcy, liquidating trustee, agents or other Persons making such payment or distribution to, the
Agent on behalf of the holders of Senior Indebtedness under the Credit Agreement, as their interests may appear; and 

  

	 	(C)	 in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Obligor of any kind or character, whether in Cash,
Property or Securities, shall be received by the Holder before all Senior Indebtedness is paid in full, such payment or distribution shall be held in trust for the benefit of and shall be paid over to the Agent on behalf of the holders of Senior
Indebtedness 










	 	
under the Credit Agreement, as their interests may appear, for application to the payment of all Senior Indebtedness under the Credit Agreement until all such Senior Indebtedness shall have been
paid in full after giving effect to any concurrent payment or distribution to the holders of Senior Indebtedness under the Credit Agreement in respect of such Senior Indebtedness. 


 

	 	(ii)	If (A) a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Obligor or its property (a “Reorganization
Proceeding”) is commenced and is continuing and (B) the Holder does not file proper claims or proofs of claim in the form required in a Reorganization Proceeding prior to 45 days before the expiration of the time to file such claims,
then (1) upon the request of the Agent, the Holder shall file such claims and proofs of claim in respect of the Subordinated Notes and execute and deliver such powers of attorney, assignments and proofs of claim or proxies as may be directed by
the Agent to enable it to exercise in the sole discretion of the Agent any and all voting rights attributable to the Subordinated Notes which are capable of being voted (whether by meeting, written resolution or otherwise) in a Reorganization
Proceeding and enforce any and all claims upon or in respect of the Subordinated Notes and to collect and receive any and all payments or distributions which may be payable or deliverable at any time upon or in respect of the Subordinated Notes, and
(2) whether or not the Agent shall take the action described in clause (1) above, the Agent shall nevertheless be deemed to have such powers of attorney as may be necessary to enable the Agent to exercise such voting rights, file
appropriate claims and proofs of claim and otherwise exercise the powers described above for and on behalf of the Holder. 

 (c) Relative Rights. This Section 3 defines the relative rights of the Holder and the holders of Senior Indebtedness. Nothing in this Section 3 shall: 

 

	 	(i)	impair, as between the Obligor and the Holder, the obligation of the Obligor, which is absolute and unconditional, to pay the principal of and interest on the
Subordinated Notes in accordance with their terms; or 

  

	 	(ii)	affect the relative rights of the Holder and creditors of the Obligor other than the holders of Senior Indebtedness; or 


 

	 	(iii)	affect the relative rights of the holders of Senior Indebtedness among themselves or opposite the Obligor under the Loan Documents; or 


 

	 	(iv)	prevent the Holder from exercising its available remedies upon a default, subject to the rights of the holders of Senior Indebtedness to receive cash, property or other
assets otherwise payable to the Holder. 








 (d) Subordination May Not Be Impaired. 

 

	 	(i)	No right of any holder of Senior Indebtedness to enforce the subordination of indebtedness evidenced by the Subordinated Notes shall in any way be prejudiced or
impaired by any act or failure to act by the Obligor or by any such holder or the Agent, or by any non-compliance by the Obligor with the terms, provisions or covenants herein, regardless of any knowledge thereof which any such holder or the Agent
may have or be otherwise charged with. Neither the subordination of the Subordinated Notes as herein provided nor the rights of the holders of Senior Indebtedness with respect hereto shall be affected by any extension, renewal or modification of the
terms, or the granting of any security in respect of, any Senior Indebtedness or any exercise or non-exercise of any right, power or remedy with respect thereto. 


 

	 	(ii)	The Holder agrees that all indebtedness evidenced by the Subordinated Notes will be unsecured by any Charge (as defined in the Credit Agreement) or by any Lien (as
defined in the Indenture) upon or with respect to any property of the Obligor. 

  

	 	(iii)	The Holder agrees not to exercise any offset or counterclaim or similar right in respect of the indebtedness evidenced by the Subordinated Notes except to the extent
payment of such indebtedness is permitted and will not assign or otherwise dispose of the Subordinated Notes or the indebtedness which it evidences unless the assignee or acquirer, as the case may be, agrees to be bound by the terms of this
Agreement. 

 (g) Holder Entitled to Rely. 

Upon any payment or distribution pursuant to this Section 3, the Holder shall be entitled to rely (i) upon any order or decree
of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 3(b) are pending, (ii) upon a certificate if the liquidating trustee or agent or other person in such proceedings making such payment or
distribution to the Holder or its representative, if any, or (iii) upon a certificate of the Agent or any representative (if any) of the holders of Senior Indebtedness for the purpose of ascertaining the persons entitled to participate in such
payment or distribution, the holders of the Senior Indebtedness and other indebtedness of the Obligor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this
Section 3. 
 4. Enforceability. Each of the Obligor and the Holder represents and warrants that this Agreement has been duly
authorized, executed and delivered by each of the Obligor and the Holder and constitutes a valid and legally binding obligation of each of the Obligor and the Holder, enforceable in accordance with its terms, subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles; and on the date hereof, the Holder shall deliver an opinion or opinions of
counsel to such effect to the Agent for the benefit of the Lenders. 







 5. Miscellaneous. 

(a) Until payment in full of all the Senior Indebtedness, the Obligor and the Holder agree that no amendment shall be made to any of the
Subordinated Notes which would affect the rights of the holders of the Senior Indebtedness. 
 (b) This Agreement may not be
amended or modified in any respect, nor may any of the terms or provisions hereof be waived, except by an instrument signed by the Obligor, the Holder and the Agent. 
 (c) This Agreement shall be binding upon each of the parties hereto and their respective successors and assigns and shall inure to the benefit of the Agent and each and every holder of Senior Indebtedness
and their respective successors and assigns. 
 (d) This Agreement shall be governed by and construed in accordance with the
laws of the State of New York. 
 (e) The Holder and the Obligor each hereby irrevocably agrees that any suits, actions or
proceedings arising out of or in connection with this Agreement may be brought in any state or federal court sitting in The City of New York or any court in the Province of Quebec and submits and attorns to the non-exclusive jurisdiction of each
such court. 
 (f) The Holder and the Obligor will whenever and as often as reasonably requested to do so by the Agent, do,
execute, acknowledge and deliver any and all such other and further acts, assignments, transfers and any instruments of further assurance, approvals and consents as are necessary or proper in order to give complete effect to this Agreement.

 (g) Each of the Holder and the Obligor irrevocably appoints CT Corporation System, as its authorized agent in the State of
New York upon which process may be served in any such suit or proceedings, and agrees that service of process upon such agent, and written notice of said service to CT Corporation System, by the person serving the same to the addresses listed below,
shall be deemed in every respect effective service of process upon the Holder or the Obligor, as applicable, in any such suit or proceeding. 
 If to the Obligor: 
  
 — 
 If to the Holder:

  
 —

 Each of the Holder and the Obligor further agrees to take any and all action as may be necessary to maintain such designation
and appointment of such agent in full force and effect for a period of ten years from the date of this Agreement. 







 IN WITNESS WHEREOF, the Obligor and the Holder each have caused this Agreement to be duly
executed. 
  

					
	—	 	
		
	by	 	  

		 	Name:	 	n
		 	Title:	 	n
		
	—	 	
		
	by	 	  

		 	Name:	 	n
		 	Title:	 	n









 SCHEDULE “O” – JOINDER AGREEMENT 

JOINDER AGREEMENT 
 THIS JOINDER AGREEMENT, dated as of                  , 20     (this
“Agreement”), by and among [NEW LENDERS] (each a “New Lender” and collectively the “New Lenders”), VIDÉOTRON LTÉE (the “Borrower”), the several banks and other
financial institutions or entities from time to time parties thereto, Royal Bank of Canada, as Agent (in such capacity, the “Agent”). 
 RECITALS: 
 WHEREAS reference is hereby made to the Amended and
Restated Credit Agreement dated as of July 20, 2011 (as it may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; the terms defined therein and not otherwise defined
herein being used herein as therein defined), by and among the Lenders party thereto from time to time and the Agent; and 

WHEREAS subject to the terms and conditions of the Credit Agreement, the Borrower may increase the existing Commitments by
obtaining New Commitments and entering into one or more Joinder Agreements with the New Lenders. 
 NOW, THEREFORE, in
consideration of the premises and agreements, provisions and covenants herein contained, the parties hereto agree as follows: 

Each New Lender party hereto hereby agrees to commit to provide its respective New Commitment as set forth on Schedule A annexed hereto,
on the terms and subject to the conditions set forth below: 
 Each New Lender (i) confirms that it has received a copy of
the Credit Agreement and the Security Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into
this Joinder Agreement (this “Agreement”); (ii) agrees that it will, independently and without reliance upon the Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and
the Security Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (iv) acknowledges and accepts that such New Lender and the Agent are solidary creditors of the Borrower
and the Guarantors in respect of all amounts, liabilities and other obligations, present and future, of the Borrower and the Guarantors to each of them under the Credit Agreement and the Derivative Instruments as contemplated by Section 18.1.2
of the Credit Agreement and in accordance with Article 1541 of the Civil Code of Quebec; and (v) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be
performed by it as a Lender. 







 Each New Lender hereby agrees to make its Commitment on the following terms and conditions:

  

	1.	New Lenders. Each New Lender acknowledges and agrees that upon its execution of this Agreement, such New Lender shall become a “Lender” under, and for
all purposes of, the Credit Agreement and the Security Documents, and shall be subject to and bound by the terms thereof, and shall perform all the obligations of and shall have all rights of a Lender thereunder. 


 

	2.	Credit Agreement Governs. Except as set forth in this Agreement, New Advances shall otherwise be subject to the provisions of the Credit Agreement and the
Security Documents. 

  

	3.	The Borrower’s Certifications. By its execution of this Agreement, each of the undersigned officers, to the best of his or her knowledge, and the Borrower
hereby certify that: 

  

	 	i.	The representations and warranties contained in the Credit Agreement and the Security Documents are true and correct in all material respects on and as of the date
hereof to the same extent as though made on and as of the date hereof, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties were true and correct in all
material respects on and as of such earlier date; 

  

	 	ii.	No event has occurred and is continuing or would result from the addition of the Commitments from the New Lenders as contemplated hereby that would constitute a Default
or an Event of Default; 

  

	 	iii.	The Borrower has performed in all material respects all agreements and satisfied all conditions required to be performed or satisfied by it under the Credit Agreement
on or before the date hereof; and 

  

	 	iv.	After giving effect to this Joinder Agreement and the aggregate new Commitments, the Borrower is (and will be on a pro forma basis) in compliance with the financial
tests described in Section 12.11 of the Credit Agreement. 

  

	4.	The Borrower’s Covenants. By its execution of this Agreement, the Borrower hereby covenants that: 


 

	 	i.	The Borrower shall make all payments required pursuant to the Credit Agreement in connection with the New Commitments, including the payment of any fees in respect of
such New Commitment; and 

  

	 	ii.	The Borrower shall deliver or cause to be delivered the legal opinions and documents required pursuant to subsection 2.3.3 of the Credit Agreement.










	5.	Notice. For purposes of the Credit Agreement, the initial notice address of each New Lender shall be as set forth below its signature below.


  

	6.	Recording of the New Loans. Upon execution and delivery hereof, the Agent will record the New Advances made by New Lenders in the Register.


  

	7.	Amendment, Modification and Waiver. This Agreement may not be amended, modified or waived except by an instrument or instruments in writing signed and delivered
on behalf of each of the parties hereto. 

  

	8.	Entire Agreement. This Agreement, the Credit Agreement and the Security Documents constitute the entire agreement among the parties with respect to the subject
matter hereof and thereof and supersede all other prior agreements and understandings, both written and verbal, among the parties or any of them with respect to the subject matter hereof. 


 

	9.	Governing Law. This Agreement and the rights and obligations of the parties hereunder shall be governed by, and shall be construed and enforced in accordance
with, the laws of the province of Quebec. 

  

	10.	Severability. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the
extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any
other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as would be enforceable. 


 

	12.	Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same
agreement. 

 [Remainder of page intentionally left blank] 







 IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to
execute and deliver this Joinder Agreement as of [                    ,             ].

  

			
	[NAME OF NEW LENDER]
		
	By:	 	  



 

			
	Name:	 	
	Title:	 	
	
	Notice Address:
		
	Attention:	 	
	Telephone:	 	
	Facsimile:	 	


 
			
	
	VIDÉOTRON LTÉE
		
	By:	 	  



 

			
	Name:	 	
	Title:	 	


 
			
		
	By:	 	  



 

			
	Name:	 	
	Title:	 	










			
	ROYAL BANK OF CANADA
	as Agent
		
	By:	 	  



			
	Name:	 	
	Title:	 	








 SCHEDULE A 
 TO JOINDER AGREEMENT 
  

							
	 Name of Lender
	  	 Type of Commitment
	  	Amount	 
			
	
[                    ]
	  	New Commitment	  	$	        	  
		  		  			
		  		  	Total: $	        	  








 SCHEDULE P – FINNVERA TERM FACILITY 

None of the provisions of this Schedule P shall apply to the Revolving Facility Lenders or the Revolving Facility. 

 

	1.	TRANCHE A CREDIT 


Subject to the provisions of the Credit Agreement, and in particular, to the provisions of Article 2 of this Schedule P, each
Tranche A Lender agrees to make available to the Borrower, individually and not jointly and severally or solidarily, its Tranche A Commitment in the Tranche A Credit, which Tranche A Credit consists of the Finnvera Term Facility
in a maximum amount equal to Cdn.$75,000,000. All Tranche A Advances under the Finnvera Term Facility shall be in Canadian Dollars alone. The Finnvera Term Facility will not revolve and any amount prepaid or repaid may not be reborrowed.

  

	2.	PURPOSE 

 All
Tranche A Advances made by the Tranche A Lenders to the Borrower under the Finnvera Term Facility in accordance with the provisions of this Schedule P shall be used to, without duplication, (i) finance up to the CAD Equivalent of
(x) 85% of the Purchase Price and (y) costs for local services up to a maximum of 30% of the Purchase Price by way of reimbursement to the Borrower for eligible payments made by the Borrower to NSN under the NSN Contract;
(ii) pay up to 100% of the upfront portion of the ECA Premium A from the proceeds of the first Tranche A Advance; and (iii) pay all other amounts approved by Finnvera and owed in connection with the NSN Contract, the whole
subject to and in accordance with the terms and conditions of this Schedule P. 
  

	3.	ADVANCES AND OPERATION OF ACCOUNTS 

  

	 	3.1	Tranche A Notice of Borrowing 

 Subject to the applicable provisions of this Schedule P but not more than once per calendar month, the Borrower shall be entitled to request multiple Tranche A Advances under the Finnvera Term
Facility, to be made on any Business Day during the Availability Period and in accordance with the payment program set forth in the NSN Contract, up to the maximum amount of the Tranche A Credit, upon delivery of an irrevocable written
Tranche A Notice of Borrowing to the Finnvera Facility Agent at or before 3:00 P.M. (London, England time) at least four (4) Business Days prior to the date of the proposed Tranche A Advance. 

 

	 	3.2	Type of Tranche A Advance 

 Tranche A Advances made by a Domestic Tranche A Lender in accordance with Section 3.6 of this Schedule P shall be in the form of Tranche A CDOR Advances. Tranche A Advances
made by a Foreign Tranche A Lender in accordance with Section 3.6 of this Schedule P shall be in the form of Tranche A LIBOR Advances. 








	 	3.3	Notice of New Tranche A Designated Period 

 Upon the expiration of any Tranche A Designated Period applicable to any Tranche A LIBOR Advance or any Tranche A CDOR Advance, the Borrower shall have the option to request the
continuation of all or any portion (in minimum amounts of Cdn.$1,000,000 or such smaller amount corresponding to the Tranche A LIBOR Advance Amount or the Tranche A CDOR Advance Amount, respectively) of such Tranche A Advance on the
Tranche A Rollover Date upon delivery of an irrevocable written Notice of New Tranche A Designated Period to the Finnvera Facility Agent at or before 3:00 P.M. (London, England time) at least four (4) Business Days prior to the
date of the Tranche A Rollover Date. Except in respect of the whole or a portion of the Tranche A Advance Amount for which the Borrower has delivered a Notice of Repayment in accordance with the provisions of Section 5.2 of this
Schedule P, if the Borrower has not delivered a Notice of New Tranche A Designated Period in a timely manner in accordance with the provisions of this Section 3.3, the Borrower shall be deemed to have chosen a new Tranche A
Designated Period of 6 months (or such shorter period expiring on the next Repayment Date). For greater certainty, if only a portion of a Tranche A Advance is continued under this Section 3.3, the portion not so continued shall be
prepaid and cancelled. 
  

	 	3.4	Determination of Interest 

 The Finnvera Facility Agent shall determine the Tranche A LIBOR and the CDOR Rate which will be in effect on the date of the Tranche A Advance or the Tranche A Rollover Date, as the case
may be (which, in each case, must be a Business Day), with respect to the Tranche A LIBOR Advance Amount and the Tranche A CDOR Advance Amount, respectively, having a maturity of 30 to 183 days (during the Availability Period) or 1, 3
or 6 months (during the period of 24 months from the Signing Date) or 3 or 6 months (thereafter), as requested by the Borrower and subject to availability, from the date of the Tranche A Advance or the Tranche A Rollover
Date, as the case may be. However, if the Borrower has not delivered a notice to the Finnvera Facility Agent in a timely manner in accordance with the provisions of Section 3.1 or 3.3 of this Schedule P, as the case may be, the Borrower
shall be deemed to have chosen a Tranche A Designated Period of 6 months (or such shorter period expiring on the next Repayment Date). 
 Notwithstanding the foregoing, each Tranche A Advance other than the initial Tranche A Advance shall have a Tranche A Designated Period expiring on the next Tranche A Rollover Date.

  

	 	3.5	Operation of Accounts 

 The Finnvera Facility Agent shall maintain in its books at the Finnvera Facility Agency Branch a record of the Term Loan attesting as to the total of the Borrower’s indebtedness to the Tranche A
Lenders. These accounts or registers shall constitute, in the absence of manifest error, prima facie proof of the total amount of the indebtedness of the Borrower to the Tranche A Lenders, of the date of any Tranche A Advance made
to the Borrower and of the total of all amounts paid by the Borrower from time to time with respect to principal and interest owing on the Term Loan and the fees and other sums payable in connection with the Finnvera Term Facility. 

  
 2 









	 	3.6	Apportionment of Tranche A Advances 

 The amount of each Tranche A Advance will be apportioned among the Tranche A Lenders by the Finnvera Facility Agent by reference to the Tranche A Commitment of each Tranche A Lender,
as such Tranche A Commitment shall be immediately prior to the making of any Tranche A Advance. If any amount disbursed by the Finnvera Facility Agent to the Borrower is not in fact made available to the Finnvera Facility Agent by a
Tranche A Lender, the Finnvera Facility Agent shall be entitled to recover such amount (together with interest thereon at the rate determined by the Finnvera Facility Agent as being its cost of funds in the circumstances) on demand from such
Tranche A Lender or, if such Tranche A Lender fails to reimburse the Finnvera Facility Agent for such amount, on demand from the Borrower. 
  

	 	3.7	Limitations on Advances 

  

	 	3.7.1	The undrawn Tranche A Credit available under the Finnvera Term Facility shall cease to be available at the expiry of the Availability Period.


  

	 	3.7.2	The aggregate principal amount of each Tranche A Advance (other than the initial Tranche A Advance) shall not exceed the CAD Equivalent (determined as of the
date of the Tranche A Notice of Borrowing issued in connection with such Tranche A Advance) of (i) 85% of the portion of the Purchase Price for which such Tranche A Advance is made and (ii) costs for local services up to a
maximum amount which, when combined with all amounts previously disbursed by the Tranche A Lenders in reimbursement of costs for local services, does not exceed 30% of the portion of the Purchase Price paid to date (collectively, the
“Maximum Amount”) and, in the case of the initial Tranche A Advance only, the sum of the Maximum Amount and up to 100% of the upfront portion of the ECA Premium A. 


 

	 	3.8	Notices Irrevocable 


Any notice given to the Finnvera Facility Agent in accordance with Article 3 of this Schedule P may not be revoked or withdrawn.

  

	 	3.9	Market for Tranche A LIBOR Advances and Tranche A CDOR Advances 


 

	 	3.9.1	 If at any time or from time to time as a result of market conditions, (i) there exists no appropriate or reasonable method to establish the
Tranche A LIBOR or the CDOR Rate for a Tranche A LIBOR Advance Amount or a Tranche A CDOR Advance Amount, respectively, or a Tranche A Designated Period, or (ii) the Finnvera




  
 3 









	 	
Facility Agent receives notification from two or more Tranche A Lenders whose Tranche A Commitments exceed, in the aggregate, 20% of the Tranche A Credit, that the Tranche A
LIBOR or the CDOR Rate does not accurately reflect its Cost of Funds, then the relevant Tranche A Lenders shall, prior to the date of a Tranche A Advance or the Tranche A Rollover Date, so advise the Finnvera Facility Agent and shall
thereupon not be obliged to honor any Tranche A Notices of Borrowing or any Notices of New Tranche A Designated Period and the Borrower’s option to request Tranche A LIBOR Advances or Tranche A CDOR Advances or any rollovers
thereof, as the case may be, shall thereupon be suspended upon notice by the Finnvera Facility Agent to the Borrower, and, until such time as the Finnvera Facility Agent has determined that the circumstances having given rise to such suspension no
longer exist, in respect of which determination the Finnvera Facility Agent shall advise the Borrower within a reasonable delay, the rate of interest applicable to such Tranche A Lenders’ portion of any Tranche A Advance shall be
calculated and payable on a Cost of Funds Basis plus a margin of (a) 0.875%, in the case of rollovers of Tranche A Advances which were originally Tranche A CDOR Advances or in the case of new Tranche A Advances which would
otherwise have been Tranche A CDOR Advances in accordance with the provisions of Section 3.6 of this Schedule P, or (b) 0.875%, in the case of rollovers of Tranche A Advances which were originally Tranche A LIBOR
Advances or in the case of new Tranche A Advances which would otherwise have been Tranche A LIBOR Advances in accordance with the provisions of Section 3.6 of this Schedule P. For the purposes of paragraph (ii) of this
Section 3.9, a Tranche A Lender shall notify the Finnvera Facility Agent of its Cost of Funds as soon as practicable and in any event before interest is due to be paid in respect of the relevant Tranche A Advance.


  

	 	3.9.2	If the events described in clause (i) or (ii) of subsection 3.9.1 above occur and the Finnvera Facility Agent or the Borrower so requires, the Finnvera
Facility Agent and the Borrower shall enter into negotiations (for a period of not more than thirty (30) days) with a view to agreeing on a substitute basis for determining the rate of interest payable to each Tranche A Lender affected by
such above-mentioned events. Any alternative basis agreed upon pursuant to the above shall, with the prior consent of all of the Tranche A Lenders, be binding on all parties, it being agreed that such alternative basis shall apply only to the
Tranche A Lenders affected by the relevant events described in such clause (i) or (ii). 


  
 4 









	 	3.9.3	For greater certainty, if no such agreement on an alternative basis is reached in accordance with the provisions of subsection 3.9.2 above, the provisions of 3.9.1
shall apply. 

  

	 	3.10	Suspension of Tranche A LIBOR Advances and Tranche A CDOR Advances 


If Canadian Dollar deposits are not available to the Foreign Tranche A Lenders in the ordinary course of business in amounts
sufficient to permit them to make or continue a Tranche A Advance for a Tranche A Designated Period, the Foreign Tranche A Lenders shall, prior to the date of a Tranche A Advance or the Tranche A Rollover Date, so advise the
Finnvera Facility Agent and thereupon be relieved from their obligation to make or continue a Tranche A Advance until such time as such funds become available in sufficient amounts, but they shall comply with the provisions of Section 3.11
of this Schedule P. 
  

	 	3.11	Specific Clause with Regard to Foreign Tranche A Lenders 

 In the event of a suspension of the Borrower’s right to request Tranche A Advances (including conversions and extensions thereof) from one or more Foreign Tranche A Lenders under
Section 3.10 of this Schedule P (each a “Tranche A Affected Lender”), each Tranche A Affected Lender shall, concurrently with the notice described in Section 3.10 of this Schedule P, seek alternative
sources of funding the Tranche A Advances and, if sufficient funds are obtained, shall notify the Borrower as to when such funds will be available for Tranche A Advances. On the date indicated in such latter notice, the Tranche A
Affected Lender shall be deemed to have made a Tranche A Advance with interest payable on a Cost of Funds Basis. 
 If
within 5 Business Days following the notice described in Section 3.10 of this Schedule P, there remain one or more Tranche A Affected Lenders who have not been deemed to have made a Tranche A Advance on a Cost of Funds Basis
under the preceding paragraph, such Tranche A Affected Lender (a “Tranche A Incapable Lender”) shall (i) provide an additional notice to the Finnvera Facility Agent and the Borrower of such fact and (ii) make
Tranche A Advances in US Dollars on a Tranche A LIBOR Basis, and the parties will negotiate such amendments to this Schedule P as may be required to give full effect to such intention, it being understood that the Borrower alone will
bear all foreign exchange risks. 
  

	 	3.12	Limits on Tranche A LIBOR Advances and Tranche A CDOR Advances 


Nothing in this Agreement shall be interpreted as authorizing the Borrower to borrow by way of Tranche A LIBOR Advances or
Tranche A CDOR Advances for a Tranche A Designated Period expiring on a date which is after the expiry of the next Repayment Date. 
  

	 	3.13	Exclusion of Finnvera Facility Agent, the Security Agent and Tranche A Lenders Liability in respect of NSN Contract 


It is expressly understood and agreed by the Borrower, the Finnvera Facility Agent, the Security Agent and the Tranche A Lenders that
there is no contractual relationship, either 

  
 5 








 
express or implied, between the Finnvera Facility Agent, the Security Agent and the Tranche A Lenders, on the one hand, and the Borrower, NSN or any other Person supplying any work, services
or material in connection with the NSN Contract, on the other hand, and that the Finnvera Facility Agent, the Security Agent and the Tranche A Lenders shall not be liable to the Borrower, NSN or any such other Person in connection with the NSN
Contract. The Borrower is not and shall not be the agent of the Finnvera Facility Agent, the Security Agent or the Tranche A Lenders for any purpose. There shall be no third party beneficiary of this Schedule P, express or implied, other
than Finnvera. 
  

	4.	INTEREST AND FEES 

  

	 	4.1	Interest at the CDOR Rate 

 The principal amount of the Tranche A CDOR Advances, which at any time and from time to time remains outstanding, shall bear interest, calculated daily, on the daily balance of such Tranche A
CDOR Advances, from each Tranche A Rollover Date, at the annual rate (calculated based on a 365-day year) applicable to each of such days which corresponds to the CDOR Rate applicable to each Tranche A CDOR Advance Amount, plus a margin of
0.875%, and shall be effective from each Tranche A Rollover Date up to and including the date prior to the next Tranche A Rollover Date. 
  

	 	4.2	Interest at the LIBOR Rate 

 The principal amount of the Tranche A LIBOR Advances, which at any time and from time to time remains outstanding, shall bear interest, calculated daily, on the daily balance of such Tranche A
LIBOR Advances, from each Tranche A Rollover Date, at the annual rate (calculated based on a 360-day year) applicable to each of such days which corresponds to the Tranche A LIBOR applicable to each Tranche A LIBOR Advance Amount,
plus a margin of 0.875%, and shall be effective from each Tranche A Rollover Date up to and including the date prior to the next Tranche A Rollover Date. 
  

	 	4.3	Payment of Interest 


The interest payable in accordance with the provisions of Sections 4.1 and 4.2 of this Schedule P and calculated in the manner
hereinabove set forth on the amount outstanding from time to time is payable to the Finnvera Facility Agent, for the account of the relevant Tranche A Lenders, in arrears on the last day of the Tranche A Designated Period. 

If the relevant Tranche A Designated Period is not equal to 1, 2, 3 or 6 months, then the Tranche A LIBOR or the CDOR Rate,
as the case may be, shall be determined by the application of straight line interpolation (rounding upwards, if necessary, to the nearest multiple of 0.01%) by reference to two Tranche A LIBOR or CDOR Rates, as applicable, one of which shall be
the rate per annum for the period shorter than the stated term by the least number of days, and the other of which shall be the rate per annum for the period which is longer than the stated term by the least number of days. 

  
 6 









	 	4.4	Fixing of Tranche A LIBOR and CDOR Rate 

 The CDOR Rate shall be transmitted to the Borrower at approximately 3:00 P.M. (London, England time) on the same Business Day as, and the Tranche A LIBOR shall be transmitted to the Borrower at
approximately 11:00 A.M. (London, England time) two Business Days prior to: 
  

	 	4.4.1	the date on which the Tranche A CDOR Advance and the Tranche A LIBOR Advance, respectively, is to be made; or 


 

	 	4.4.2	the relevant Tranche A Rollover Date. 

  

	 	4.5	Arrears of Interest 


Any arrears of interest or principal payable by the Borrower to the Finnvera Facility Agent or the Tranche A Lenders in connection
with the Term Loan shall bear interest at the Default Rate. 
  

	 	4.6	Maximum Interest 


The amount of the interest or fees payable in applying this Schedule P shall not exceed the maximum rate permitted by Applicable Law.
Where the amount of such interest or such fees is greater than such maximum rate, the amount shall be reduced to the highest rate which may be recovered in accordance with the applicable provisions of Applicable Law. 

 

	 	4.7	Commitment Fee 


The Borrower shall pay to the Finnvera Facility Agent, for the account of the Tranche A Lenders, a commitment fee (the
“Commitment Fee”) in accordance with the terms and conditions of the Commitment Fee Letter attached hereto as Exhibit “P-7” to this Schedule P. 

 

	 	4.8	Finnvera Closing Fee 

 On the later of (i) the Closing Date and (ii) the date on which the conditions set forth in subsection 6.2.1 have been met, the Borrower shall pay to the Finnvera Facility Agent, for the account
of Finnvera, and to each Tranche A Lender a closing Fee of Cdn$7,500 each. Notwithstanding any other terms of this Schedule P, the foregoing closing Fee shall be the only Fee payable to the Tranche A Lenders and to Finnvera for the approval of and
entry into the amendments made to the Credit Agreement on the Closing Date. 
  

	 	4.9	ECA Premium A 


If all or any part of the upfront portion of the ECA Premium A is not paid by the Borrower to the Finnvera Facility Agent, for the
account of Finnvera, prior to the requested date of the initial Tranche A Advance after the Closing Date (the “Outstanding ECA Premium A”), the Finnvera Facility Agent shall deduct the Outstanding ECA Premium A from
the proceeds of the initial Tranche A Advance after the Closing Date and remit same to Finnvera concurrently therewith. 

  
 7 









	 	4.10	Interest Act 

 For
the purposes of the Interest Act (Canada), any amount of interest or fees calculated herein using 360 or 365 days per year and expressed as an annual rate is equal to the said rate of interest or fees multiplied by the actual number
of days comprised within the calendar year, divided by 360 or 365, as the case may be. The parties agree that all interest in this Schedule P will be calculated using the nominal rate method and not the effective rate method, and that the
deemed re-investment principle shall not apply to such calculations. In addition, the parties acknowledge that there is a material distinction between the nominal and effective rates of interest and that they are capable of making the calculations
necessary to compare such rates. 
  

	5.	PAYMENT, REPAYMENT AND PREPAYMENT 

  

	 	5.1	Repayment of the Term Loan 

 If the Tranche A Credit is fully drawn prior to the First Repayment Date, the Borrower hereby agrees to repay the principal amount outstanding under the Finnvera Term Facility in seventeen
(17) equal and consecutive semi-annual instalments to be made on each Repayment Date. If the Tranche A Credit is not fully drawn prior to the First Repayment Date, the Borrower hereby agrees to repay (i) on the First Repayment Date,
1/17th of the principal amount outstanding under the Finnvera Term Facility on such First Repayment Date, and (ii) on each succeeding Repayment Date up to and including the Maturity Date, a fraction of the principal amount outstanding under the
Finnvera Term Facility on such Repayment Date, the numerator of which is 1 and the denominator of which is 17 minus the number of Repayment Dates then past. 
  

	 	5.2	Voluntary Repayment and Prepayment of the Term Loan or Cancellation of the Tranche A Credit 


On any Business Day, after having given ten (10) Business Days prior written notice to the Finnvera Facility Agent substantially in
the form of Exhibit “P-3” to this Schedule P, the Borrower may repay or prepay, in minimum amounts of Cdn.$1,000,000 (or the remaining amount of principal under the Term Loan) or in whole multiples of Cdn.$1,000,000 (or the remaining
amount of principal under the Term Loan), all or part of the principal amount of the Term Loan under the Finnvera Term Facility for the account of the Tranche A Lenders, provided that (i) in respect of the Tranche A LIBOR Advances and the
Tranche A CDOR Advances, no repayment may be made on a day other than a Tranche A Rollover Date, save as provided in Section 7.4 of the Credit Agreement and in Section 5.3 of this Schedule P, with all interest accrued and
unpaid on the amounts so prepaid; and (ii) if any prepayment of principal is made prior to the Eighth Repayment Date, a fee equal to 1.00% of the principal amount so prepaid shall be due and payable to the Tranche A Lenders; provided
further that the cumulative amount of any and all such prepayment fee(s) (including any such fees due and payable in connection with the Tranche B Loan) shall not exceed Cdn.$750,000. All repayments and prepayments under this Section 5.2
shall be applied against the instalments contemplated by Section 5.1 of this Schedule P in the inverse order of maturity of such instalments. 

  
 8 








 In addition, the Borrower may, upon the same notice, cancel any portion of the
Tranche A Credit that has not been drawn by the Borrower. No Commitment Fee shall be payable in respect of any portion of the Tranche A Credit so cancelled as and from the effective date of its cancellation. The Borrower shall not be
permitted to draw Tranche A Advances in respect of any portion of the Tranche A Credit so cancelled. 
 Notwithstanding
the foregoing, the Term Loan may not be voluntarily repaid or prepaid, in whole or in part, and the Tranche A Credit may not be cancelled in whole or in part unless and until such time as the Tranche B Loan has been fully repaid and/or
cancelled. 
  

	 	5.3	Cash Collateralization or Payment of Losses Resulting from a Prepayment 


If a prepayment to be made (whether under this Schedule P or otherwise) would require the repayment of a Tranche A LIBOR Advance
or a Tranche A CDOR Advance on a day other than the last day of the Tranche A Designated Period, the Borrower (i) shall provide to the Finnvera Facility Agent cash collateral in an amount equal to the principal amount of such
Tranche A LIBOR Advance or Tranche A CDOR Advance, respectively, which cash collateral shall be deemed a repayment of such Tranche A Advance and shall be held by the Finnvera Facility Agent in an interest bearing account and used to
repay same at maturity or on the next Tranche A Rollover Date; or (ii) may elect to prepay such Tranche A LIBOR Advance or a Tranche A CDOR Advance and pay to the Finnvera Facility Agent for the account of the Tranche A
Lenders the amount of the losses, costs and expenses suffered or incurred by the Tranche A Lenders with respect thereto which are referred to in Section 7.4 of the Credit Agreement. 

 

	 	5.4	Currency of Payments 

 All payments, repayments and prepayments, as the case may be, of principal and interest under the Term Loan, all other amounts owed under this Schedule P and, except as otherwise indicated in the Fee
Letter and the Commitment Fee Letter as being payable in US Dollars or Euros, all Tranche A Fees, shall be made in Canadian Dollars alone. 
  

	 	5.5	Payments by the Borrower to the Finnvera Facility Agent 

 All payments to be made by the Borrower in connection with this Schedule P shall be made in funds having same day value to the Finnvera Facility Agent, at the Finnvera Facility Agency Branch, or at
any other office or account designated by the Finnvera Facility Agent. Any such payment shall be made on the date upon which such payment is due, in accordance with the terms hereof, no later than 3:00 P.M. (London, England time). 

 

	 	5.6	Payment on a Business Day 

 Each time a payment, repayment or prepayment is due (whether under this Schedule P or otherwise) on a day that is not a Business Day, it shall be made on the following Business Day. 

  
 9 









	 	5.7	Payments by the Tranche A Lenders to the Finnvera Facility Agent 


Any amounts payable to the Finnvera Facility Agent by a Tranche A Lender shall be paid in funds having same day value to the Finnvera
Facility Agent by such Tranche A Lender on a Business Day at the Finnvera Facility Agency Branch. 
  

	 	5.8	Payments by the Finnvera Facility Agent to the Borrower 

 Any payment received by the Finnvera Facility Agent for the account of the Borrower shall be paid in funds having same day value to the Borrower on the date of receipt, or if such date is not a Business
Day, on the next Business Day. 
  

	 	5.9	Application of Payments 

  

	 	5.9.1	Except as otherwise indicated herein, all payments made to the Finnvera Facility Agent by the Borrower for the account of the Tranche A Lenders shall be
distributed the same day by the Finnvera Facility Agent, in accordance with its normal practice, in funds having same day value, among the Tranche A Lenders to the accounts last designated in writing by each Tranche A Lender to the
Finnvera Facility Agent, pro rata in accordance with their respective Tranche A Commitments, and notice thereof shall be given to the Borrower by the Finnvera Facility Agent within a reasonable delay. 


 

	 	5.9.2	Except as otherwise indicated herein or as otherwise determined by the Tranche A Lenders, all payments made by the Borrower to the Finnvera Facility Agent on
behalf of the Tranche A Lenders shall be applied by the Tranche A Lenders as follows: 

  

	 	(a)	to the fees, costs, expenses and accessories of the Finnvera Facility Agent and the Security Agent contemplated by Article 7 and Section 17.5 of the Credit
Agreement and subsection 8.1.1 (iii) of this Schedule P or by the Security Documents; 

  

	 	(b)	to the fees, costs, expenses and accessories of the Tranche A Lenders contemplated by Article 7 and Section 17.5 of the Credit Agreement or by the Security
Documents; 

  

	 	(c)	to all amounts due under Article 4 of this Schedule P; 

  

	 	(d)	to the repayment of the principal amount of the Term Loan in the inverse order of maturity of the instalments contemplated by Section 5.1 of this Schedule P;


  

	 	(e)	to any other amounts due pursuant to this Schedule P. 


  
 10 










	 	5.10	No Set-Off or Counterclaim by Borrower 

 All payments by the Borrower shall be made free and clear of and without any deduction for or on account of any set-off or counterclaim. 

 

	 	5.11	Obligations Absolute 

 The obligation of the Borrower to make payments and perform its other obligations under this Schedule P are, subject to the terms and conditions of this Schedule P, unconditional and irrevocable
and shall not be in any way affected, released or discharged by reason of any matter or circumstance whatsoever affecting or relating to or arising in connection with NSN and/or the NSN Contract. 

 

	6.	CONDITIONS PRECEDENT 

  

	 	6.1	Initial Tranche A Advance under the Finnvera Term Facility 

 The terms and conditions of this Schedule P and all rights and obligations of any of the Borrower, the Finnvera Facility Agent and the Tranche A Lenders under this Schedule P shall not come into
force or effect and, for greater certainty, the Tranche A Lenders shall have no obligation to make an initial Tranche A Advance under the Finnvera Term Facility, until such time as each of the conditions set out in this Section 6.1 of
this Schedule P have been fulfilled (either prior to or concurrently with the making of any such initial Tranche A Advance) to the entire satisfaction of the Finnvera Facility Agent and the Tranche A Lenders: 

 

	 	6.1.1	certified copies of all of the constating documents, borrowing by-laws and resolutions of and certificates of incumbency of the Borrower and the Guarantors shall have
been provided to the Finnvera Facility Agent and the Security Agent; 

  

	 	6.1.2	the Tranche A Lenders and the Tranche B Lenders shall have been provided with satisfactory evidence that the Borrower and the Guarantors are duly constituted,
validly existing and in good standing under the laws of their jurisdiction of organization and each other jurisdiction where they are qualified to do business and that each of them has the necessary power and capacity to carry on business in the
Province of Québec and to be a party to the Amending Agreement, the Tranche B Loan Agreement and/or the Security Documents (as applicable) and to be bound by them; 


 

	 	6.1.3	the Amending Agreement shall have been duly executed and delivered; 

  

	 	6.1.4	the Tranche B Loan Agreement shall have been duly executed and delivered; 


 

	 	6.1.5	the Commitment Fee Letter shall have been duly executed and delivered; 


  
 11 










	 	6.1.6	the Finnvera Facility Agent shall have received copies of all closing documentation previously delivered to the Agent by or on behalf of the Borrower in connection with
the Credit Agreement and relating to the Borrower or any of the Guarantors or their respective property including, without limitation, the Security Documents and copies of all existing title and search reports prepared by lawyers or notaries with
respect to any immovable property charged by the Security Documents, together with all existing updates of same; 

  

	 	6.1.7	the Borrower shall have delivered to the Finnvera Facility Agent a certificate in the form of Exhibit “P-4” signed by an officer stipulating and
certifying: 

  

	 	(a)	that such officer has taken cognizance of all the terms and conditions of the Amending Agreement and of all contracts, agreements and deeds pertaining to the Amending
Agreement; 

  

	 	(b)	that no Default or Event of Default has occurred or exists under this Schedule P; 


 

	 	(c)	that the corporate structure of Quebecor Media Inc. and the VL Group is as set out in the diagram attached to the certificate; 


 

	 	(d)	as to the location of the movable property owned by the VL Group as of the Signing Date; 


 

	 	(e)	that each member of the VL Group holds the permits, Licences, licences 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 

  

	 	(f)	that the execution and delivery of and performance by the Borrower of its obligations under the NSN Contract in accordance with its terms and the completion of the
transactions contemplated therein do not require any consents or approvals, do not violate any Laws, and do not conflict with, violate or constitute a breach under the documents of incorporation or by-laws of the Borrower; 


 

	 	6.1.8	Finnvera shall have delivered to the Finnvera Facility Agent and the Finnvera Facility B Agent the ECA Guarantee in form and substance satisfactory to the
Tranche A Lenders and the Tranche B Lenders; 

  

	 	6.1.9	the Tranche A Lenders and the Tranche B Lenders shall have received a certified copy of the NSN Contract; 


 

	 	6.1.10	 the Finnvera Facility Agent shall have received and reviewed, to its entire satisfaction, acting reasonably, copies of all movable and




  
 12 










	 	
personal property and other searches undertaken against the Borrower and each Guarantor and each of their respective predecessors and dated a date reasonably close to the Signing Date;


  

	 	6.1.11	the Finnvera Facility Agent shall have received a copy of any certificates of insurance delivered to the Agent relating to policies protecting the members of the VL
Group and their movable property, activities, business interruption and third party liability against any form of loss; 

  

	 	6.1.12	the Borrower shall have delivered any other document, declaration, certificate, agreement, instrument or notice reasonably required by and in form and substance
acceptable to the Finnvera Facility Agent, the Finnvera Facility B Agent, the Security Agent and the Finnvera Facility B Security Agent; 

  

	 	6.1.13	the Finnvera Facility Agent shall have received a certificate of incumbency of NSN and evidence that the persons listed therein are authorized signatories of NSN;


  

	 	6.1.14	the Finnvera Facility Agent, the Tranche A Lenders, the Security Agent, the Finnvera Facility B Agent, the Tranche B Lenders, the Finnvera
Facility B Security Agent, Finnvera and their respective counsel shall have received the entire amount of all fees, costs, premiums and expenses owed to them as of the Signing Date in connection with the Finnvera Term Facility, the
Tranche B Loan, the Amending Agreement, the Tranche B Loan Agreement and the Security Documents (as applicable) including, without limitation, the Finnvera Handling Fee, the ECA Premium A (as applicable) and all Tranche A Fees
that are due and payable as at the Signing Date; 

  

	 	6.1.15	the Borrower shall have delivered to the Finnvera Facility Agent the favourable legal opinion of counsel to the Borrower and the Guarantors, addressed to the Finnvera
Facility Agent, the Security Agent, the Tranche A Lenders and their respective counsel, in form and substance acceptable to the Finnvera Facility Agent, the Security Agent, and their counsel, acting reasonably, including, with regard to the
continued legality, validity, enforceability and opposability of all relevant Guarantees and Security; 

  

	 	6.1.16	the Borrower shall have delivered to the Finnvera Facility B Agent the favourable legal opinion of counsel to the Borrower and the Guarantors, addressed to the
Finnvera Facility B Agent, the Finnvera Facility B Security Agent, the Tranche B Lenders and their respective counsel, in form and substance acceptable to the Finnvera Facility B Agent, the Finnvera Facility B Security Agent
and their counsel, acting reasonably; 


  
 13 










	 	6.1.17	the Finnvera Facility Agent shall have received the favourable legal opinion of each of their Canadian and Finnish counsel addressed to the Finnvera Facility Agent, the
Security Agent, the Tranche A Lenders and their respective counsel, in form and substance acceptable to the Finnvera Facility Agent, the Security Agent, and their counsel, acting reasonably, including, with respect to the opinion of Finnish
counsel only, with regard to the legality, validity and enforceability of the ECA Guarantee; and 

  

	 	6.1.18	the Finnvera Facility B Agent shall have received the favourable legal opinion of each of their Canadian and Finnish counsel addressed to the Finnvera
Facility B Agent, the Finnvera Facility B Security Agent, the Tranche B Lenders and their respective counsel, in form and substance acceptable to the Finnvera Facility B Agent, the Finnvera Facility B Security Agent, and
their counsel, acting reasonably, including, with respect to the opinion of Finnish counsel only, with regard to the legality, validity and enforceability of the ECA Guarantee. 


 

	 	6.2	Initial Tranche A Advance under the Finnvera Term Facility after the Closing Date 


The terms and conditions of this Schedule P, as amended on the Closing Date, and all rights and obligations of any of the Borrower, the
Finnvera Facility Agent and the Tranche A Lenders under this Schedule P, as amended on the Closing Date, shall not come into force or effect and, for greater certainty, the Tranche A Lenders shall have no obligation to make an initial
Tranche A Advance under the Finnvera Term Facility after the Closing Date until such time as: 
  

	 	6.2.1	the Finnvera Facility Agent has received, to its entire satisfaction, an amendment to the ECA Guarantee; and 


 

	 	6.2.2	the Finnvera Facility B Agent has received, to its entire satisfaction, an irrevocable written notice from the Borrower requesting the cancellation of the
Tranche B Credit and termination of the Tranche B Loan Agreement. 

  

	 	6.3	Conditions Precedent to any Tranche A Advance 

 The obligation of the Tranche A Lenders to make any Tranche A Advance under the Finnvera Term Facility is conditional upon each of the following conditions having been satisfied (provided
however, for greater certainty, that, except for the condition set forth in subsection 6.3.1, none of the following conditions shall apply in respect of any continuation of a Tranche A Advance on a Tranche A Rollover Date pursuant to
Section 3.3 of this Schedule P): 
  

	 	6.3.1	the representations and warranties contained in the Credit Agreement shall continue to be true and correct (except where stated to be made as at a particular date);



  
 14 










	 	6.3.2	the Borrower shall have delivered to the Finnvera Facility Agent a completed Tranche A Notice of Borrowing; 


 

	 	6.3.3	nothing shall have occurred which would constitute a Material Adverse Change; and 


 

	 	6.3.4	no Default shall have occurred and be continuing and no Event of Default shall have occurred. 


 

	 	6.4	Waiver of Conditions Precedent 

 The conditions set out in Section 6.3 of this Schedule P are solely for the benefit of the Tranche A Lenders and may be waived by the Finnvera Facility Agent with the unanimous consent of
all Tranche A Lenders without prejudice to the right of the Finnvera Facility Agent to assert any such condition in connection with any subsequently requested Tranche A Advance. 

 

	 	6.5	Discretionary Requirements to any Tranche A Advance 

 The obligation of the Tranche A Lenders to make any Tranche A Advance under the Finnvera Term Facility may, in the sole and exclusive discretion of the Tranche A Lenders, be subject to the
Finnvera Facility Agent and/or the Tranche A Lenders requesting satisfaction of the following requirements, which requirements shall, in the case of requirements 6.5.1 to 6.5.3 only, be attested to by way of a Tranche A Borrowing Certificate to
be delivered concurrently with the delivery of the Tranche A Notice of Borrowing relating to such Tranche A Advance: 
  

	 	6.5.1	that the Borrower has delivered to the Finnvera Facility Agent a completed Tranche A Borrowing Certificate with copies of all Required Documents annexed thereto,
which Tranche A Borrowing Certificate and Required Documents shall reflect that (a) the aggregate principal amount of all Tranche A Advances made to date, together with the principal amount of the proposed Tranche A Advance, does
not exceed the sum of (i) the CAD Equivalent of (x) 85% of the portion of the Purchase Price paid to date and (y) costs for local services up to a maximum of 30% of such portion of the Purchase Price paid to date and
(ii) up to 100% of the upfront portion of the ECA Premium A; and (b) all invoices which have been issued to the Borrower to date under the NSN Contract and in respect of which the Tranche A Notice of Borrowing referred to in
subsection 6.3.2 above has been delivered by the Borrower have been paid in full; 

  

	 	6.5.2	 that all of the information, reports and other documents and all data, as well as the amendments thereto, provided to the Finnvera Facility




  
 15 










	 	
Agent or to Finnvera, by or on behalf of the Borrower in connection with the NSN Contract, have been, at the time same were provided, complete, true and accurate in all material respects;


  

	 	6.5.3	that the NSN Contract has not been terminated and has been in full force and effect as of the date of any invoice of NSN which is the object of such requested
Tranche A Advance; 

  

	 	6.5.4	that the ECA Guarantee has not been terminated and is in full force and effect; and 


 

	 	6.5.5	that the Finnvera Facility Agent has not received any request from Finnvera that the Tranche A Advances be suspended unless any such request has since been
withdrawn. 

 The provisions of this Section 6.5 may not be amended or added to, at any time or from time to
time, without the written consent and agreement of the Finnvera Facility Agent and the Tranche A Lenders. 
  

	7.	INTENTIONALLY OMITTED 

  

	8.	ADDITIONAL COVENANTS 

 In
addition to the affirmative covenants and negative covenants set forth in Articles 12 and 13 of the Credit Agreement, respectively, the Borrower, for itself and each member of the VL Group and with respect to itself and each member of the VL
Group, agrees as follows: 
  

	 	8.1	Payment of Fees and Other Expenses 

 Without duplication with Section 12.14 of the Credit Agreement and whether the transactions contemplated by this Schedule P are concluded or not and whether or not any part of the Tranche A
Credit is actually advanced, in whole or in part, the Borrower shall pay all fees, premiums and reasonable costs and expenses relating to the Tranche A Credit (in each case, subject to providing the Borrower with supporting documentation in
relation thereto), including in particular: 
  

	 	8.1.1	the reasonable legal fees, costs and expenses incurred by Finnvera, the Finnvera Facility Agent, the Security Agent and the Tranche A Lenders for (i) the
negotiation, drafting, signing and/or service of the Commitment Fee Letter, the Credit Agreement, the Security Documents, the ECA Guarantee and all documents accessory thereto, (ii) any amendments, renunciations, consents or examinations
pertaining to the Commitment Fee Letter, the Credit Agreement, the Security Documents, the ECA Guarantee and such accessory documents, and (iii) any enforcement of or the making of any claim under the ECA Guarantee, provided that the payment
pursuant to this subsection 8.1.1 of fees, costs and expenses incurred by Finnvera shall be subject to and limited to what is permitted by the terms of Section 8.2 of this Schedule P; and 


  
 16 










	 	8.1.2	without duplication with subsection 8.1.1 of this Schedule P, all Tranche A Fees. 


All amounts due to the Finnvera Facility Agent, the Security Agent and the Tranche A Lenders pursuant to this Schedule P shall
bear interest at the Default Rate from the date of their disbursement or undertaking or, in the case of the Commitment Fee, the Finnvera Handling Fee and the Tranche A Fees, from the date on which they become due and payable, until the Borrower
has repaid same in full, with interest on unpaid interest at the Default Rate. The obligations of the Borrower under this Section 8.1 shall subsist notwithstanding the full repayment of the Term Loan under the provisions hereof. 

 

	 	8.2	Waiver Fees 

  

	 	8.2.1	The Borrower shall pay to the Finnvera Facility Agent, for the account of Finnvera, all fees owed to the Tranche A Lenders in connection with any decisions taken,
amendments consented to and waivers and consents granted to the Borrower (further to the request of the Borrower for same) by the Tranche A Lenders pursuant to Section 18.14 of the Credit Agreement with respect to any provisions of the
Credit Agreement which are either applicable only to the Finnvera Term Facility or are shared between and applicable to both the Revolving Facility and the Finnvera Term Facility (in which latter case, such fees shall only be paid to the Finnvera
Facility Agent, for the account of Finnvera, if they are otherwise payable to any other Lenders), the whole only to the extent either (a) such decisions, amendments, consents and waivers are taken, consented to or granted by the Tranche A
Lenders in the last six (6) months of the Term of the Revolving Facility and in accordance with the request made by the Borrower, or (b) such decisions, amendments, consents and waivers are taken, consented to or granted by the
Tranche A Lenders during the Availability Period strictly in connection with a Default or an Event of Default and in accordance with the request made by the Borrower. 


 

	 	8.2.2	The Borrower shall also pay to the Finnvera Facility Agent, for the account of Finnvera, all fees owed to the Tranche A Lenders in connection with any decisions
taken, amendments consented to and waivers and consents granted to the Borrower (further to the request of the Borrower for same) by the Tranche A Lenders pursuant to Section 18.15 of the Credit Agreement but, to the extent there are
Lenders other than the Tranche A Lenders, only if such fees are otherwise payable to such other Lenders. 


  
 17 










	 	8.3	ECA Guarantee 

 If
(i) the ECA Guarantee is illegal or becomes illegal or is terminated or no longer in full force and effect or (ii) Finnvera is released from any liability thereunder, and the events in (i) or (ii) above in any way restrict the
rights or remedies of the Finnvera Facility Agent under the ECA Guarantee in respect of any amounts already disbursed to the Borrower by way of Tranche A Advances and any interest accrued thereon, the Borrower shall, within 10 days
following the date on which the Finnvera Facility Agent makes a written demand therefor, find a replacement guarantee or other instrument satisfactory to all Tranche A Lenders, unless within such 10 day period all Tranche A Lenders confirm in
writing that the Borrower is released from its obligations under this covenant, it being understood and agreed that any such replacement guarantee or instrument and any proceeds derived therefrom shall be for the sole and exclusive benefit of the
Tranche A Lenders, provided that the Borrower shall not be obligated or liable under this Section 8.3 to the extent the events in (i) or (ii) above are a direct consequence of any act of fraud or bad faith or any gross negligence or
wiful misconduct of or on the part of the Finnvera Facility Agent or the Tranche A Lenders. 
  

	 	8.4	Cancellation of Tranche B Credit 

 The Borrower shall have sent to the Finnvera Facility B Agent by no later than the Closing Date an irrevocable written notice requesting the cancellation of the Tranche B Credit and termination of
the Tranche B Loan Agreement. 
  

	9.	EVENTS OF DEFAULT 

 In
addition to the events of default set forth in Article 14 of the Credit Agreement, the occurrence of any of the following events shall constitute an Event of Default unless remedied within the prescribed delays or renounced in writing:

  

	 	9.1	if the Borrower fails to pay the ECA Premium A or make any payment of interest or principal with respect to the Term Loan when due, or 


 

	 	9.2	if the Borrower fails to respect its obligations and undertakings under Section 8.3, or 


 

	 	9.3	if the Borrower or any Guarantor fails to respect any of its obligations and undertakings under this Schedule P or another undertaking of the Borrower or any
Guarantor with respect to the Term Loan not otherwise contemplated by this Section 9.3 or by Section 14.1 of the Credit Agreement and has not remedied the Default within 15 days following the date on which the Finnvera Facility Agent
has given written notice to the Borrower. 

  

	10.	ASSIGNMENT 

  

	 	10.1	Assignment by the Borrower 

 The rights of the Borrower under the provisions of the Credit Agreement are purely personal and may not be transferred or assigned, and the Borrower may not transfer or


  
 18 









 
assign any of its obligations, such assignment being null and of no effect opposite the Tranche A Lenders and rendering any balance outstanding of the amounts referred to in
Section 14.2 of the Credit Agreement immediately due and payable at the option of the Tranche A Lenders and further releasing the Tranche A Lenders from any obligation to make any further Tranche A Advances under the provisions
of this Schedule P. 
  

	 	10.2	Assignments and Transfers by the Tranche A Lenders 

  

	 	10.2.1	Subject to the written approval of Finnvera, each Tranche A Lender may, at its own cost, assign or transfer to a Person entitled to lend money in Canada (the
“Tranche A Assignee”) in accordance with this Article 10 of this Schedule P up to 100% of its rights, benefits and obligations under the Credit Agreement with the prior written consent of the Borrower, which
shall not be unreasonably withheld or delayed. After the occurrence of an Event of Default, any Tranche A Lender may transfer all or any part of its rights, benefits and obligations under the Credit Agreement to any Person, without the consent
of the Borrower, but upon notice to the Finnvera Facility Agent and the Borrower and subject to the consent of Finnvera. 

  

	 	10.2.2	Notwithstanding subsection 10.2.2 of this Schedule P, each Tranche A Lender shall be entitled to assign or transfer, at its own cost and without the
consent of the Borrower, in accordance with the other provisions of this Article 10 of this Schedule P, its rights, benefits and obligations under the Credit Agreement, in whole or in part, (i) to Finnvera; (ii) subject to the written
approval of Finnvera, after the Availability Period; or (iii) subject to the written approval of Finnvera, to a parent or subsidiary corporation or an Affiliate of such Tranche A Lender or to an Approved Fund. 


 

	 	10.2.3	Notwithstanding anything in this Article 10, a Tranche A Lender may not assign or transfer any of its rights, benefits and obligations under the Credit
Agreement, in whole or in part, unless such Tranche A Lender also assigns and transfers, in its capacity as Tranche B Lender and concurrently therewith, the same portion of its rights, benefits and obligations with respect to the
Tranche B Loan to the same assignee. 

  

	 	10.3	Transfer Agreement 


If a Tranche A Lender wishes to assign or transfer all or any of its rights, benefits and obligations under the Credit Agreement in
accordance with Section 10.2 of this Schedule P, then such assignment or transfer shall be effected by the execution and delivery of a duly completed and executed Finnvera Transfer Agreement by such Tranche A Lender to the Finnvera
Facility Agent together with a transfer fee of Cdn.$3,500 (except where the Tranche A Assignee is Finnvera in which case no such transfer fee shall be payable), at least 5 Business Days prior to the effective date of such transfer,
whereupon, to the extent that in such Finnvera Transfer Agreement such Tranche A Lender seeks to assign or transfer its rights and obligations under the Credit Agreement: 

 

	 	10.3.1	such Tranche A Lender shall be released from further obligations to the Borrower with respect to the portion of the obligations of such Tranche A Lender
assumed by the Tranche A Assignee under the Credit Agreement; 


  
 19 










	 	10.3.2	the Tranche A Assignee shall assume the obligations of such Tranche A Lender under the Credit Agreement and acquire the rights of such Tranche A Lender
in respect of the Borrower, without novation of the Borrower’s obligations; 

  

	 	10.3.3	the Finnvera Facility Agent, such Tranche A Lender and the Tranche A Assignee shall acquire the same rights and assume the same obligations between themselves
as they would have acquired and assumed had the Tranche A Assignee been an original party to the Credit Agreement with the obligations under the Credit Agreement assumed and the rights acquired by it as a result of such assignment or transfer;
and 

  

	 	10.3.4	the Borrower, the Finnvera Facility Agent and such Tranche A Lender shall all execute such documents and perform such acts as may be required to give effect to the
transfer or assignment. 

  

	 	10.4	Notice 

 The
Finnvera Facility Agent shall promptly deliver an executed copy of any Finnvera Transfer Agreement to each party thereto. 
  

	 	10.5	Sub-Participations 


A Tranche A Lender may, at its own cost, grant one or more sub-participations in its rights, benefits and obligations under the
Credit Agreement, provided that, notwithstanding any such sub-participation, such Tranche A Lender shall remain, insofar as the Borrower and the Finnvera Facility Agent are concerned, as the Tranche A Lender responsible under the Credit
Agreement, and the Borrower shall not be obliged to recognize any such sub-participant as having the rights against it which it would have if it had been a party to the Credit Agreement. 

 

	 	10.6	General 


Notwithstanding anything contained in this Article: 
  

	 	10.6.1	The Finnvera Facility Agent shall act as agent for each Tranche A Assignee and, in this connection, with respect to all decisions, notices and other matters
relating to anything referred to in this Schedule P or in the Credit Agreement relating to the Finnvera Term Facility, the Borrower shall only be obliged to give notice to or request consents from the Finnvera Facility Agent; and



  
 20 










	 	10.6.2	the amounts payable by the Borrower under this Schedule P shall not increase, whether in respect of withholding on account of taxes or otherwise, as a result of
any such assignment or transfer to a Tranche A Assignee which is a non-resident of Canada as defined in the Income Tax Act (Canada). 

  

	11.	THE FINNVERA FACILITY AGENT AND THE TRANCHE A LENDERS 

  

	 	11.1	Authorization of Finnvera Facility Agent 

  

	 	11.1.1	 Each Tranche A Lender hereby irrevocably appoints and authorizes the Finnvera Facility Agent to act for all purposes as its agent under and in
connection with the Finnvera Term Facility (including, without limitation, its role as guarantee holder of the ECA Guarantee for and on behalf of the Tranche A Lenders pursuant to the ECA Guarantee) with such powers as are expressly delegated to the
Finnvera Facility Agent by the terms of the Credit Agreement and/or the ECA Guarantee, together with such other powers as are reasonably incidental thereto and undertakes not to take any action on its own. Notwithstanding the provisions of the
Civil Code of Quebec relating to contracts generally and to mandate, the Finnvera Facility Agent shall have no duties or responsibilities except those expressly set forth in this Schedule P. As to any matters not expressly provided for
by this Schedule P, the Finnvera Facility Agent shall act under or in connection with this Schedule P in accordance with the instructions of the Tranche A Lenders in accordance with the provisions of this Article 11, but, in the
absence of any such instructions, the Finnvera Facility Agent may (but shall not be obliged to) act as it shall deem fit in the best interests of the Tranche A Lenders, and any such instructions and any action taken by the Finnvera Facility
Agent in accordance with this Article 11 shall be binding upon each Tranche A Lender. The Finnvera Facility Agent shall not, by reason of the Credit Agreement and/or the ECA Guarantee, be deemed to be a trustee for the benefit of any
Tranche A Lender, the Borrower or any other Person and the Finnvera Facility Agent’s duties under this Schedule P and/or the ECA Guarantee are solely mechanical and administrative in nature. Neither the Finnvera Facility Agent nor any
of its directors, officers, employees or agents shall be responsible to the Tranche A Lenders for any recitals, statements, representations or warranties contained in the Credit Agreement or in any certificate or other document referred to, or
provided for in (including, without limitation, the ECA Guarantee), or received by any of them under, the Credit Agreement and/or the ECA Guarantee, for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Credit
Agreement, or any other document referred to or provided for in the 



  
 21 










	 	
Credit Agreement (including, without limitation, the ECA Guarantee) or any collateral provided for by the Credit Agreement or for any failure by the Borrower to perform its obligations under the
Credit Agreement. The Finnvera Facility Agent may employ agents and attorneys-in-fact to assist the Finnvera Facility Agent and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with
reasonable care. Neither the Finnvera Facility Agent nor any of its directors, officers, employees or agents shall be responsible for any action taken or omitted to be taken by it or them under or in connection with the Credit Agreement (including,
without limitation, the ECA Guarantee), except for its or their own gross negligence or wilful misconduct. 

  

	 	11.2	Finnvera Facility Agent’s Responsibility 

  

	 	11.2.1	The Finnvera Facility Agent shall be entitled to rely upon any certificate, notice or other document (including any cable, telegram, telex or facsimile) believed by it
to be genuine and correct and to have been signed or sent by or on behalf of the proper person or persons, and upon advice and statements of legal advisers, independent accountants and other experts selected by the Finnvera Facility Agent. The
Finnvera Facility Agent may deem and treat each Tranche A Lender as the holder of the Tranche A Commitment in the Term Loan made by such Tranche A Lender for all purposes hereof unless and until a Tranche A Assignment has been
completed in accordance with Section 10.2 of this Schedule P. 

  

	 	11.2.2	The Finnvera Facility Agent shall not be deemed to have knowledge of the occurrence of a Default or Event of Default unless the Finnvera Facility Agent has received
notice from the Agent, a Tranche A Lender or the Borrower describing such a Default or Event of Default and stating that such notice is a “Notice of Default”. In the event that the Finnvera Facility Agent receives such a notice of the
occurrence of a Default or Event of Default or otherwise becomes aware that a Default or Event of Default has occurred, the Finnvera Facility Agent shall promptly give notice thereof to the Tranche A Lenders. 


 

	 	11.2.3	The Finnvera Facility Agent shall have no responsibility, (a) to the Borrower on account of the failure of any Tranche A Lender to perform its obligations
under the Credit Agreement, or (b) to any Tranche A Lender on account of the failure of (i) the Borrower to perform its obligations under the Credit Agreement or (ii) Finnvera to perform its obligations under the ECA Guarantee.


  

	 	11.2.4	 Each Tranche A Lender severally represents and warrants to the Finnvera Facility Agent that it has made its own independent investigation of the
financial condition and affairs of the Borrower in connection with the making and continuation of its Tranche A 



  
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Commitment in the Term Loan under this Schedule P and has not relied on any information provided to such Tranche A Lender by the Finnvera Facility Agent in connection with the Credit
Agreement (including, without limitation, the ECA Guarantee), and each Tranche A Lender represents and warrants to the Finnvera Facility Agent that it shall continue to make its own independent appraisal of the creditworthiness of the Borrower
while the Term Loan is outstanding or the Tranche A Lenders have any obligations under the Credit Agreement. 

  

	 	11.3	Rights of Finnvera Facility Agent as Tranche A Lender 

 With respect to its Tranche A Commitment in the Term Loan, the Finnvera Facility Agent in its capacity as a Tranche A Lender shall have the same rights and powers under the Credit Agreement as
any other Tranche A Lender and may exercise the same as though it were not acting as the Finnvera Facility Agent and the term “Tranche A Lender” shall, unless the context otherwise indicates, include the Finnvera Facility Agent
in its capacity as a Tranche A Lender. The Finnvera Facility Agent may (without having to account therefor to any Tranche A Lender) accept deposits from, lend money to and generally engage in any kind of banking or other business with the
Borrower as if it were not acting as the Finnvera Facility Agent and may accept fees and other consideration from the Borrower for customary services in connection with the Credit Agreement and the Term Loan and otherwise without having to account
for the same to the Tranche A Lenders. 
  

	 	11.4	Indemnity 

 Each
Tranche A Lender agrees to indemnify the Finnvera Facility Agent, to the extent not otherwise reimbursed by the Borrower, rateably in accordance with its respective Tranche A Commitment, for any and all liabilities, obligations, losses,
damages, penalties, actions, judgements, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against, the Finnvera Facility Agent in any way relating to or arising out of the
Credit Agreement, the Security Documents or any other documents contemplated by or referred to in the Credit Agreement, the Security Documents or such other documents or the transactions contemplated by the Credit Agreement (including, without
limitation, the ECA Guarantee), the Security Documents or such other documents (excluding, unless a Default or Event of Default is apprehended or has occurred and is continuing, normal administrative costs and expenses incidental to the performance
of its agency duties under the Credit Agreement) or the enforcement of any of the terms of the Credit Agreement, the Security Documents or such other documents (including, without limitation, the ECA Guarantee), provided that no Tranche A
Lender shall be liable for any of the foregoing to the extent they arise from the Finnvera Facility Agent’s gross negligence or wilful misconduct. 

  
 23 










	 	11.5	Notice by Finnvera Facility Agent to Tranche A Lenders 

 As soon as practicable after its receipt thereof, the Finnvera Facility Agent will forward to each Tranche A Lender a copy of each report, notice or other document required by the Credit Agreement to
be delivered to the Finnvera Facility Agent for such Tranche A Lender. 
  

	 	11.6	Protection of Finnvera Facility Agent 

  

	 	11.6.1	The Finnvera Facility Agent shall not be required to keep itself informed as to the performance or observance by the Borrower of the Credit Agreement or any other
document referred to or provided for in the Credit Agreement or such other document or to inspect the properties or books of the Borrower. Except (in the case of the Finnvera Facility Agent) for notices, reports and other documents and information
expressly required to be furnished to the Tranche A Lenders by the Finnvera Facility Agent under the Credit Agreement, the Finnvera Facility Agent shall have no duty or responsibility to provide any Tranche A Lender with any credit or
other information concerning the affairs or financial condition of the Borrower which may come to the attention of the Finnvera Facility Agent, except where provided to the Finnvera Facility Agent for the Tranche A Lenders, provided that such
information does not confer any advantage to the Finnvera Facility Agent as a Tranche A Lender over the other Tranche A Lenders. Nothing in the Credit Agreement shall oblige the Finnvera Facility Agent to disclose any information relating
to the Borrower if such disclosure would or might, in the opinion of the Finnvera Facility Agent, constitute a breach of any Applicable Laws or duty of secrecy or confidence. 


 

	 	11.6.2	 Unless the Finnvera Facility Agent shall have been notified in writing or by telegraph, telex or facsimile by any Tranche A Lender, prior to the
date of a Tranche A Advance requested under this Schedule P or the Tranche A Rollover Date, that such Tranche A Lender does not intend to make available to the Finnvera Facility Agent such Tranche A Lender’s
proportionate share of such Tranche A Advance, based on its Tranche A Commitment, the Finnvera Facility Agent may assume that such Tranche A Lender has made such Tranche A Lender’s Tranche A Commitment in such
Tranche A Advance available to the Finnvera Facility Agent on the date of such Tranche A Advance and the Finnvera Facility Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such
corresponding amount is not in fact made available to the Finnvera Facility Agent by such Tranche A Lender (and such amount was disbursed by the Finnvera Facility Agent to the Borrower), the Finnvera Facility Agent shall be entitled to recover
such amount (together with interest thereon at the rate determined by the Finnvera Facility Agent as being its cost of funds 



  
 24 










	 	
in the circumstances) on demand from such Tranche A Lender or, if such Tranche A Lender fails to reimburse the Finnvera Facility Agent for such amount on demand, from the Borrower.


  

	 	11.6.3	Unless the Finnvera Facility Agent shall have been notified in writing or by telegraph, telex or facsimile by the Borrower, prior to the date on which any payment is
due, to the Finnvera Facility Agent or the Tranche A Lenders under the Credit Agreement that the Borrower does not intend to make such payment, the Finnvera Facility Agent may assume that the Borrower has made such payment when due and the
Finnvera Facility Agent may, in reliance upon such assumption, make available to each Tranche A Lender on such payment date an amount equal to such Tranche A Lender’s pro rata share of such assumed payment. If it is established
that the Borrower has not in fact made such payment to the Finnvera Facility Agent, each Tranche A Lender shall forthwith on demand repay to the Finnvera Facility Agent the amount made available to such Tranche A Lender (together with
interest at the rate determined by the Finnvera Facility Agent as being its cost of funds in the circumstances). 

  

	 	11.7	Notice by Tranche A Lenders to Finnvera Facility Agent 

 Each Tranche A Lender shall endeavour to use its best efforts to notify the Finnvera Facility Agent of the occurrence of any Default or Event of Default forthwith upon becoming aware of such event,
but no Tranche A Lender shall be liable if it fails to give such notice to the Finnvera Facility Agent. 
  

	 	11.8	Sharing Among the Tranche A Lenders 

 Without duplication with Section 18.8 of the Credit Agreement: 
  

	 	11.8.1	 Each Tranche A Lender agrees that as amongst themselves, except as otherwise provided for by the provisions of the Credit Agreement, all amounts
received by the Finnvera Facility Agent, in its capacity as agent of the Tranche A Lenders, pursuant to the Credit Agreement or any other document contemplated by the Credit Agreement (including, without limitation, in its role as guarantee
holder for and on behalf of the Tranche A Lenders pursuant to the ECA Guarantee) (whether received by voluntary payment, by the exercise of the right of set-off or compensation or by counterclaim, cross-claim, separate action or as proceeds of
realization of any security, other than agency fees), and all amounts received by any Tranche A Lender in relation to the Credit Agreement (including, without limitation, the ECA Guarantee) shall be shared by each Tranche A Lender pro
rata, in accordance with their respective Tranche A Commitment and each Tranche A Lender undertakes to do all such things as may be reasonably required to give full effect to this Section 11.8. If any amount which is so shared is
later recovered from the Tranche A 



  
 25 










	 	
Lender who originally received it, each other Tranche A Lender shall restore its proportionate share of such amount to such Tranche A Lender, without interest. The Finnvera Facility
Agent shall not be bound to account to any Tranche A Lender for any sum or the profit element of any sum received by it for its own account. 

  

	 	11.8.2	As a necessary consequence of the foregoing, each Tranche A Lender shall share, in a percentage equal to its Tranche A Commitment, any losses incurred as a
result of any Default or Event of Default by the Borrower, and shall pay to the Finnvera Facility Agent, within two (2) Business Days following a request by the Finnvera Facility Agent, any amount required to ensure that such Tranche A
Lender bears its pro rata share of such losses, if any. Such obligation to share losses shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (1) any set-off, compensation,
counterclaim, recoupment, defence or other right which such Tranche A Lender may have against the Finnvera Facility Agent, the Borrower or any other Person for any reason whatsoever; (2) the occurrence or continuance of any Default or
Event of Default; (3) any adverse change in the condition (financial or otherwise) of the Borrower or any other Person; (4) any breach of the Credit Agreement by the Borrower or any other Person; or (5) any other circumstance,
happening or event whatsoever, whether or not similar to any of the foregoing. If any Tranche A Lender does not make available the amount required under this Section 11.8, the Finnvera Facility Agent shall be entitled to recover such
amount on demand from such Tranche A Lender, together with interest thereon at the rate determined by the Finnvera Facility Agent as being its cost of funds in the circumstances from the date of non-payment until such amount is paid in full.


  

	 	11.9	Procedure with respect to Tranche A Advances 

 Subject to the provisions of this Schedule P, upon receipt of a Tranche A Notice of Borrowing or a Notice of New Tranche A Designated Period from the Borrower and no later than three
(3) Business Days prior to the date of the proposed Tranche A Advance or the Tranche A Rollover Date, the Finnvera Facility Agent shall, without delay, advise each Tranche A Lender of the receipt of such notice, of the date of
such Tranche A Advance or the Tranche A Rollover Date, of its proportionate share of the amount of each Tranche A Advance or continuation thereof and of the relevant details of the Finnvera Facility Agent’s account(s). Each
Tranche A Lender shall disburse its proportionate share of each Tranche A Advance, taking into account its Tranche A Commitment, and shall make it available to the Finnvera Facility Agent on the date of the Tranche A Advance
fixed by the Borrower, by depositing its proportionate share of the Tranche A Advance in the Finnvera Facility Agent’s account in Canadian Dollars or US Dollars, as the case may be. Once the Borrower has fulfilled the conditions stipulated
in this Schedule P, the Finnvera Facility Agent will make such amounts available to the Borrower on the date of 

  
 26 









 
the Tranche A Advance, at the Finnvera Facility Agency Branch, and, in the absence of other arrangements made in writing between the Finnvera Facility Agent and the Borrower, by transferring
or causing to be transferred an equivalent amount in accordance with the instructions of the Borrower which appear in the Tranche A Notice of Borrowing with respect to each Tranche A Advance; however, the obligation of the Finnvera
Facility Agent with respect to this Section 11.9 is limited to taking the steps judged commercially reasonable in order to follow such instructions, and once undertaken, such steps shall constitute conclusive evidence that the amounts have been
disbursed in accordance with the applicable provisions. The Finnvera Facility Agent shall not be liable for damages, claims or costs imputed to the Borrower and resulting from the fact that the amount of a Tranche A Advance did not arrive at
its agreed-upon destination. 
  

	 	11.10	Accounts kept by each Tranche A Lender 

 Each Tranche A Lender shall keep in its books, in respect of its Tranche A Commitment, accounts for the Tranche A CDOR Advances and the Tranche A LIBOR Advances (as the case may be)
and other amounts payable by the Borrower to such Tranche A Lender under the Credit Agreement. Each Tranche A Lender shall make appropriate entries showing, as debits, the amount of the Debt of the Borrower to it in respect of the
Tranche A CDOR Advances and the Tranche A LIBOR Advances (as the case may be), the amount of all accrued interest and any other amount due to such Tranche A Lender pursuant to the Credit Agreement and, as credits, each payment or
repayment of principal and interest made in respect of such indebtedness as well as any other amount paid to such Tranche A Lender pursuant to the Credit Agreement. These accounts shall constitute (in the absence of manifest error or of
contradictory entries in the accounts of the Finnvera Facility Agent referred to in Section 3.5 of this Schedule P) prima facie evidence of their content against the Borrower. 

The accounts which are maintained by the Finnvera Facility Agent shall constitute, except in the case of manifest error, prima
facie proof of the amounts advanced by the Tranche A Lenders, the interest and other amounts due to them and the payments of principal, interest or others made to the Tranche A Lenders. 

 

	 	11.11	Binding Determinations 

 The Finnvera Facility Agent shall proceed in good faith to make any determination which is required in order to apply the Credit Agreement and, once made, such determination shall be final and binding
upon all parties, except in the case of manifest error. 
  

	 	11.12	Amendment of Article 11 

 The provisions of this Article 11 relating to the rights and obligations of the Tranche A Lenders and the Finnvera Facility Agent inter se may not be amended or added to, at any time or
from time to time, without the consent and agreement of the Finnvera Facility Agent and the Tranche A Lenders by way of an instrument in writing, which instrument in writing shall validly and effectively amend or add to any or all of the
provisions of this Article affecting the Tranche A Lenders without requiring the execution of such instrument in writing by the Borrower. 

  
 27 










	 	11.13	Provisions for the Benefit of Tranche A Lenders Only 

 The provisions of this Article 11 relating to the rights and obligations of the Tranche A Lenders and Finnvera Facility Agent inter se shall be operative as between the Tranche A
Lenders and Finnvera Facility Agent only, and the Borrower shall not have any rights or obligations under or be entitled to rely for any purposes upon such provisions. However, the provisions of subsection 11.2.3 of this Schedule P shall
be applicable as between the Borrower, the Guarantors (if applicable) and the Finnvera Facility Agent. 
  

	 	11.14	Resignation of Finnvera Facility Agent 

  

	 	11.14.1	Notwithstanding the irrevocable appointment of the Finnvera Facility Agent, the Majority Tranche A Lenders and the Majority Tranche B Lenders (as defined in
the Tranche B Loan Agreement) may collectively (with the consent of the Borrower), upon giving the Finnvera Facility Agent thirty (30) days prior written notice to such effect, terminate the Finnvera Facility Agent’s appointment under
this Schedule P provided that a successor Finnvera Facility Agent has been appointed at or prior to the expiry of such notice. 

  

	 	11.14.2	The Finnvera Facility Agent may resign its appointment under this Schedule P at any time without giving any reason therefor by giving written notice to such effect
to each of the Borrower and the Tranche A Lenders. Such resignation shall not be effective until a successor Finnvera Facility Agent has been appointed. 


 

	 	11.14.3	In the event of any such notice of termination or resignation, the Majority Tranche A Lenders and the Majority Tranche B Lenders (as defined in the
Tranche B Loan Agreement) shall collectively appoint a successor Finnvera Facility Agent that is willing to accept such role and is acceptable to the Borrower within thirty (30) days therefrom, deliver copies of all accounts to such
successor and the retiring Finnvera Facility Agent shall be discharged from any further obligations under the Credit Agreement but shall remain entitled to the benefit of the provisions of this Article 11 and the Finnvera Facility Agent’s
successor and each of the Borrower and the Tranche A Lenders shall have the same rights and obligations among themselves as they would have had if such successor had originally acted as agent under the Finnvera Term Facility. If the Majority
Tranche A Lenders and the Majority Tranche B Lenders have not collectively appointed a successor Finnvera Facility Agent within thirty (30) days of the delivery of any notice of termination or resignation as set forth above, the
Finnvera Facility Agent (with the consent of the Borrower, which consent shall not be unreasonably withheld or delayed) may appoint a successor Finnvera Facility Agent. 


  
 28 










	12.	NOTICES 

 Except where
otherwise specified in this Schedule P, all notices, requests, demands or other communications between the Finnvera Facility Agent, the Tranche A Lenders and the Borrower shall be in writing and shall be deemed to have been duly given or
made to the party to whom such notice, request, demand or other communication is given or permitted to be given or made, when delivered to the party (by certified mail, postage prepaid, or electronic mail or by facsimile or by physical delivery) to
the address of such party and to the attention indicated under the signature of such party to the Amending Agreement or to any other address which said parties may subsequently communicate to each other in writing. Notwithstanding the foregoing, any
notice shall be deemed to have been received by the party to whom it is addressed (a) upon receipt if sent by mail and (b) if e-mailed or telecopied before 3:00 P.M. (time of recipient) on a Business Day, on that day and if telecopied
after 3:00 P.M. (time of recipient) on a Business Day, on the Business Day next following the date of transmission. If normal postal or electronic mail or telecopier service is interrupted by strike, work slow-down, fortuitous event or other
cause, the party sending the notice shall use such services which have not been interrupted or shall deliver such notice by messenger in order to ensure its prompt receipt by the other party. 

 

	13.	REVERSAL OF DECISIONS, AMENDMENTS AND WAIVERS 

 Upon the expiry of the Term (as such Term may be further extended from time to time) of and the cancellation of the Revolving Facility, the Tranche A Lenders shall have the option but not the
obligation to, in their sole discretion and with the prior written consent of the Majority Tranche A Lenders, reverse any decisions taken, amendments made and waivers and consents granted to the Borrower (further to the request of the Borrower
for same) by the Majority Lenders at any time during the last six (6) months of the Term of the Revolving Facility with respect to any provisions of the Credit Agreement which are shared between and applicable to both the Revolving Facility and
the Finnvera Term Facility, the whole to the extent that the Majority Tranche A Lenders did not vote in favour of such decision, amendment, waiver or consent. 
  

	14.	DECISIONS, AMENDMENTS AND WAIVERS 

 The Borrower agrees and acknowledges that in connection with any request made by it for any material amendment, consent or waiver under the Loan Documents, the Finnvera Facility Agent shall seek the
consent of Finnvera and comply with the written instructions and notices of Finnvera in respect of any such request. 
  

	15.	CONFIDENTIALITY 

 Each of
the Finnvera Facility Agent and the Tranche A Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) on a need to know basis, to its Affiliates and its
Affiliates’ respective partners, directors, officers, employees, agents, advisors and representatives (to the extent necessary to administer or enforce the Credit Agreement) (it being understood that the Persons to whom such disclosure is made
will be informed of the confidential nature of 

  
 29 









 
such Information and will be bound and instructed to keep such Information confidential); (b) to the extent requested by any regulatory authority having jurisdiction over it (including any
self-regulatory authority); (c) to the extent required by Applicable Law or other legal process; (d) to any other party to the Credit Agreement; (e) to the extent reasonable, in connection with the exercise of any remedies under the
Credit Agreement or any action or proceeding relating to the Credit Agreement or the enforcement of rights under the Credit Agreement; (f) subject to an agreement containing provisions substantially the same as those of this Article, to
(x) any Tranche A Assignee or participant in, or any prospective Tranche A Assignee of or participant in, any of its rights or obligations under this Schedule P and (y) any actual or prospective counterparty
(or its advisors) to any swap, hedge, derivative, credit-linked note or similar transaction relating to the Borrower and its obligations; (g) to any Person with the consent of the Borrower; (h) to any Person to the extent such Information
(x) is or becomes publicly available other than as a result of a breach of this Article or (y) becomes available to the Finnvera Facility Agent or any Tranche A Lender on a non-confidential basis from a source other than
the Borrower and provided such source has not, to the knowledge of the Finnvera Facility Agent or such Tranche A Lender, breached a duty of confidentiality owed to the Borrower, the Finnvera Facility Agent or the Tranche A Lenders;
(i) to Finnvera; or (j) to NSN, to the extent necessary in the reasonable opinion of the Finnvera Facility Agent and only in respect of the mechanics of the disbursement of Tranche A Advances. For purposes of this Article,
“Information” means all information relating to the Borrower or any of its Affiliates or any of their respective businesses including all information relating to the transactions contemplated by this Schedule P, other than any such
information that is available to the Finnvera Facility Agent or any Tranche A Lender on a non-confidential basis prior to such receipt. Any Person required to maintain the confidentiality of Information as provided in this Article shall be
considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. In addition, the
Finnvera Facility Agent may disclose to any agency or organization that assigns standard identification numbers to loan facilities such basic information describing the facilities provided hereunder as is necessary to assign unique identifiers (and,
if requested, supply a copy of this Schedule P), it being understood that the Person to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to make available to the public only such
Information as such person normally makes available in the course of its business of assigning identification numbers. In addition, and notwithstanding anything in this Schedule P to the contrary, the Finnvera Facility Agent and the
Tranche A Lenders may disclose the existence of the credit facilities established under this Schedule P and non-sensitive information relating to same to Finnvera (who may publish same on their website), market data collectors, recognized
trade publishers and similar service providers for general circulation in the loan market and/or for general advertising purposes. 

  
 30 









 EXHIBIT “P-1” – LIST OF TRANCHE A LENDERS AND TRANCHE A
COMMITMENTS 
  

									
	 Tranche A Lender
	  	Tranche A
Commitment
(Cdn.$)	 	  	Tranche A
Commitment (%)	 
	 The Toronto-Dominion Bank
	  	$	28,125,000	  	  	 	37.5	% 
	 HSBC Bank plc
	  	$	28,125,000	  	  	 	37.5	% 
	 Credit Suisse AG
	  	$	9,375,000	  	  	 	12.5	% 
	 Sumitomo Mitsui Banking Corporation of Canada
	  	$	9,375,000	  	  	 	12.5	% 
	 Total
	  	$	75,000,000	  	  	 	100	% 








 EXHIBIT “P-2A” – TRANCHE A NOTICE OF BORROWING 

 

					
	TO:	  	HSBC BANK PLC, as Finnvera Facility Agent	 	
			
	FROM:	  	VIDÉOTRON LTÉE	 	DATE:

 1) This Tranche A Notice of Borrowing is delivered to you pursuant to Section 3.1 of Schedule P to the Credit
Agreement originally dated as of November 28, 2000, as amended and restated as of July 20, 2011, and as same may be further amended, restated, supplemented or otherwise modified from time to time (the “Credit Agreement”).
Unless otherwise indicated herein, all defined terms set forth in this Tranche A Notice of Borrowing shall have the respective meanings set forth in Exhibit P-6 to Schedule P to the Credit Agreement. 

2) We hereby request a Cdn.$            (representing the CAD Equivalent of
US$            ) Tranche A Advance under the Finnvera Facility A of the Credit Agreement as follows: 
  

	 	(a)	Date of Tranche A Advance:
                                        


  

	 	(b)	Amount of Tranche A Advance:
                                     


 

	 	(c)	Tranche A Designated Period:
                                        


  

	 	(d)	Payment instruction (if any):
                                        


 3) We have understood the provisions of Schedule P to the Credit Agreement which are relevant to the furnishing of this Tranche
A Notice of Borrowing. To the extent that this Tranche A Notice of Borrowing evidences, attests or confirms compliance with any covenants or conditions precedent provided for in the Credit Agreement (including, without limitation, those set forth in
Schedule P to the Credit Agreement), we have made such examination or investigation as was, in our opinion, necessary to enable us to express an informed opinion as to whether such covenants or conditions have been complied with. 

4) WE HEREBY CERTIFY THAT, as of the date hereof: 
 (a) All of the representations and warranties of the Borrower contained in Article 11 of the Credit Agreement (except where qualified in such Article 11 as being made as at a particular date), are true
and correct on and as of the date hereof as though made on and as of the date hereof. 
 (b) All of the covenants of the Borrower
contained in Articles 12 and 13 of the Credit Agreement, as supplemented by Article 8 of Schedule P to the Credit Agreement, together with all of the conditions precedent to a Tranche A Advance and all other terms and conditions contained in the
Credit Agreement have been fully complied with. 
 (c) No Event of Default (as defined in the Credit Agreement) has occurred and
no Default (as defined in the Credit Agreement) has occurred and is continuing. 







 
			
	Yours truly,
	
	VIDÉOTRON LTÉE
		
	Per:	 	  




  
 - 2 -









 EXHIBIT “P-2B” – NOTICE OF NEW TRANCHE A DESIGNATED PERIOD AND
CERTIFICATE 
  

					
	TO:	  	HSBC BANK PLC, as Finnvera Facility Agent	 	
			
	FROM:	  	VIDÉOTRON LTÉE	 	DATE:

 1) This Notice of New Tranche A Designated Period and Certificate is delivered to you pursuant to Section 3.3 of
Schedule P to the Credit Agreement originally dated as of November 28, 2000, as amended and restated as of July 20, 2011, and as same may be further amended, restated, supplemented or otherwise modified from time to time (the
“Credit Agreement”). Unless otherwise indicated herein, all defined terms set forth in this Notice of New Tranche A Designated Period and Certificate shall have the respective meanings set forth in Exhibit P-6 to Schedule P to the
Credit Agreement. 
 2) We hereby request that you continue the Tranche A Advances made under the Finnvera Facility A of the Credit Agreement as
follows: 
  

			
	 (a)    Tranche A Rollover Date:
	 	  

		
	 (b)    Amount of Tranche A Advances to be rolled over (minimum Cdn.$1,000,000 or such smaller amount
corresponding to the Tranche A LIBOR Advance Amount or the Tranche A CDOR Advance Amount, as applicable, of the Tranche A Advances to be continued hereunder):
	 	  

		
	 (c)    New Tranche A Designated Period:
	 	  

		
	 (d)    Payment instruction (if any)
	 	  


 3) We have understood the provisions of Schedule P to the Credit Agreement which are relevant to the furnishing of this
Notice of New Tranche A Designated Period and Certificate. To the extent that this Notice of New Tranche A Designated Period and Certificate evidences, attests or confirms compliance with any covenants provided for in the Credit Agreement
(including, without limitation, those set forth in Schedule P to the Credit Agreement), we have made such examination or investigation as was, in our opinion, necessary to enable us to express an informed opinion as to whether such covenants have
been complied with. For greater certainty, none of the conditions precedent provided for in the Credit Agreement (other than that set forth in subsection 6.2.1 of Schedule P to the Credit Agreement) shall apply in respect of this Notice of New
Tranche A Designated Period and Certificate and the continuation of the Tranche A Advances requested hereunder. 







 4) WE HEREBY CERTIFY THAT, as of the date hereof: 
 (a) All of the representations and warranties of the Borrower contained in Article 11 of the Credit Agreement (except where qualified in such Article 11 as being made as at a particular date), are true
and correct on and as of the date hereof as though made on and as of the date hereof. 
 (b) All of the covenants of the Borrower contained in
Articles 12 and 13 of the Credit Agreement, as supplemented by Article 8 of Schedule P to the Credit Agreement and all other terms and conditions contained in the Credit Agreement have been fully complied with. 

(c) No Event of Default (as defined in the Credit Agreement) has occurred and no Default (as defined in the Credit Agreement) has occurred and is
continuing. 
  

			
	Yours truly,
	
	VIDÉOTRON LTÉE
		
	Per:	 	  




  
 - 2 -









 EXHIBIT “P-3” – NOTICE OF REPAYMENT 

 

					
	TO:	  	HSBC BANK PLC, as Finnvera Facility Agent	 	
			
	FROM:	  	VIDÉOTRON LTÉE	 	DATE:

  

	1)	This notice of repayment is delivered to you pursuant to Section 5.2 of Schedule P to the Credit Agreement originally dated as of November 28, 2000, as
amended and restated as of July 20, 2011, and as same may be further amended, restated, supplemented or otherwise modified from time to time (the “Credit Agreement”). All defined terms set forth in this notice shall have the
respective meanings set forth in Schedule P to the Credit Agreement. 

  

	2)	We hereby advise you that we will be repaying the sum of Cdn.$             on
                    as follows [indicate amount payable in respect of the Finnvera Facility A as well as the type of Tranche A Advance to be
repaid]. 

  

	3)	As to an amount of Cdn. $            , the above-mentioned payment should be treated as a [voluntary
repayment/prepayment] under Section 5.2 of Schedule P to the Credit Agreement, which we understand will have the effect of reducing the amount of the Finnvera Facility A by an equal amount (or by an equivalent amount, if in US$).


  

			
	Yours truly,
	
	VIDÉOTRON LTÉE
		
	Per:	 	  

		 	Name:
		 	Title:









 EXHIBIT “P-4” – OFFICER’S CERTIFICATE 

I, the undersigned,                     , the
                    , of Vidéotron Ltée (the “Borrower”), do hereby certify as follows: 

 

	 	(a)	I have taken cognizance of all the terms and conditions of the Credit Agreement originally dated as of November 28, 2000, as amended and restated as of
July 20, 2011, as well as of all contracts, agreements and deeds pertaining thereto; and 

  

	 	(b)	no Default or Event of Default has occurred nor exists thereunder; and 

  

	 	(c)	the corporate structure of the VL Group is as set out in the diagram attached to this certificate; and 


 

	 	(d)	all of the movable property owned by the VL Group as of the date hereof is located in the province of Québec and in Ontario and, with respect to Videotron US
Inc. only, in the United States; 

  

	 	(e)	each member of the VL Group holds the permits, Licences, licences 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 

  

	 	(f)	the performance by the Borrower of its obligations under the NSN Contract in accordance with its terms and the completion of the transactions contemplated therein do
not require any consents or approvals, do not violate any Applicable Laws, and do not conflict with, violate or constitute a breach under the documents of incorporation or by-laws of the Borrower. 


All expressions referred to herein have the meanings ascribed to them in the Credit Agreement. 
 Executed at the City of Montreal, Province of Quebec this     day of            , 2011. 

 

	
	  


 Encl. 







 EXHIBIT “P-5” – FINNVERA TRANSFER AGREEMENT 

 

	TO:	HSBC BANK PLC (the “Finnvera Facility Agent”); and 

 VIDÉOTRON LTÉE (the “Borrower”) 

WHEREAS the Borrower entered into a Credit Agreement originally dated as of November 28, 2000, as amended and restated as of
July 20, 2011, and as same may have been further amended, restated, supplemented or otherwise modified from time to time (the “Credit Agreement”), with the Finnvera Facility Agent, as Finnvera Facility agent and Tranche A
Lender, and with other Tranche A Lenders, whereby the Tranche A Lenders agreed to provide the Borrower with certain credit facilities; and 
 WHEREAS pursuant to and in accordance with Article 10 of Schedule P to the Credit Agreement, a Tranche A Lender may, [with the prior consent of and/or notice to the Borrower/the
Finnvera Facility Agent/Finnvera (include as applicable in the circumstances)] assign or transfer all or any of its rights, benefits and obligations under the Credit Agreement by duly completing, executing and delivering to the Finnvera
Facility Agent and to the Borrower this Finnvera Transfer Agreement; and 
 WHEREAS
                    (the “Transferor”) wishes to assign or transfer to
                    (the “Assignee”) the rights, benefits and obligations of the Transferor under the Credit Agreement specified
herein; 
 WHEREAS [the Borrower/the Finnvera Facility Agent/Finnvera (include as applicable in the
circumstances)] have [consented/been notified (include as applicable in the circumstances)] in writing to such assignment or transfer pursuant to the provisions of Article 10 of Schedule P to the Credit
Agreement [and have reiterated their consent hereby (include as applicable in the circumstances)]; 
 NOW THEREFORE
in consideration of the foregoing and of one dollar ($l.00) and other good and valuable consideration, the receipt of which is hereby acknowledged, the signatories hereto agree as follows: 
 1. Unless otherwise indicated herein, all capitalized terms defined in Exhibit P-6 of Schedule P to the Credit Agreement and not otherwise defined herein have the same meaning as in Exhibit P-6
of Schedule P to the Credit Agreement. 
 2. The Transferor assigns and transfers to the Assignee the following rights, benefits and
obligations, without warranty (the “Transfer”): 
 (description of the transferred rights, benefits and
obligations, indicating retained interest or fees, if applicable, extent of the Assignee’s interest and any applicable arrangements if any Tranche A CDOR Advances or Tranche A LIBOR Advances are outstanding at the time of the Assignment)








 (the “Transferred Rights” and the “Transferred Obligations”, as
applicable). The Transfer shall be effective as of             ,         . 
 3. If the Tranche A Advances made by the Assignee are less than the proportionate share of all Tranche A Advances based on the Tranche A Commitment of the Assignee in the Tranche A Credit, the
Assignee shall, on demand, indemnify the Transferor in respect of the principal amount of the corresponding Tranche A Advances made by the Transferor in excess of the Transferor’s Tranche A Commitment. The Tranche A Advances in respect of which
the Assignee is bound to indemnify the Transferor are set out in Schedule “B” hereto. On the effective date of the Transfer, the Transferor shall pay to the Assignee the indemnity fees in respect of [Tranche A CDOR
Advances/Tranche A LIBOR Advances] in the amounts specified in Schedule “B” during the period in which the Assignee is to indemnify the Transferor. 
 4. The Assignee accepts the Transfer and assumes the Transferred Obligations without novation and without warranty (the “Assumption”). The Assignee acknowledges and accepts that the
Assignee and the Agent (as defined in the Credit Agreement) are solidary creditors of the Borrower and the Guarantors (as defined in the Credit Agreement) in respect of all amounts, liabilities and other obligations, present and future, of the
Borrower and the Guarantors (as defined in the Credit Agreement) to each of them under the Credit Agreement as contemplated by Section 18.1.2 of the Credit Agreement and in accordance with Article 1541 of the Civil Code of Quebec. 

5. The Transfer and the Assumption are governed by and subject to Article 10 of Schedule P to the Credit Agreement. 

6. The Transferor and the Assignee acknowledge that arrangements have been made between them as to the portion, if any, of Tranche A Fees and interest
received or to be received by the Transferor pursuant to Schedule P to the Credit Agreement and to be paid by the Transferor to the Assignee. 
 7. The Assignee acknowledges and confirms that it has not relied upon and that neither the Transferor nor the Finnvera Facility Agent has made any representation or warranty whatsoever as to the due
execution, legality, effectiveness, validity or enforceability of the Credit Agreement or any other documentation or information delivered by the Transferor or the Finnvera Facility Agent to the Assignee in connection therewith or for the
performance thereof by any party thereto or for the performance of any obligation by any Subsidiary (as defined in the Credit Agreement) or for the financial condition of the Borrower or of any Subsidiary. All representations, warranties and
conditions expressed or implied by law or otherwise are hereby excluded. 
 8. The Assignee 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 has not relied and will not hereafter rely on the
Transferor and/or the Finnvera Facility Agent to appraise or keep under review on its behalf the financial condition, creditworthiness, affairs, status or nature of the Borrower. The Assignee acknowledges and agrees that it has no right to obtain
any non-public information directly from the Borrower and that it will request any information it requires solely from the Finnvera Facility Agent. 

  
 - 2 -









 9. Each of the Transferor and the Assignee represents and warrants to the other and to the Finnvera Facility
Agent, the other Tranche A Lenders and the Borrower, that it has the right, capacity and power to enter into the Transfer and the Assumption in accordance with the terms hereof and to perform its obligations arising therefrom, and all action
required to authorize the execution and delivery hereof and the performance of such obligations has been duly taken. 
 10. This Finnvera
Transfer Agreement shall be governed by and construed in accordance with the laws of the Province of Quebec, Canada. 
 11. The parties confirm
having requested that this document be drafted in the English language. Les parties confirment avoir requis que ce document soit rédigé en langue anglaise. 
 12. Following the Transfer and Assumption, Exhibit P-1 to Schedule P to the Credit Agreement will be replaced by Schedule “A” annexed hereto. 

AND THE PARTIES HAVE SIGNED AS OF             , 20    . 

 

													
	  
	 	,	 		 	  
	 	,
	as Transferor	 		 		 	as Assignee	 	
							
	Per:	 	  
	 		 		 	Per:	 	  
	 	
							
	Per:	 	  
	 		 		 	Per:	 	  
	 	

 [CONSENTED TO AND ACKNOWLEDGED:] (include and adjust signatories as applicable in the
circumstances) 
  

									
	FINNVERA PLC	 		 	VIDÉOTRON LTÉE
					
	Per:	 	  
	 		 	Per:	 	  

					
	Per:	 	  
	 		 	Per:	 	  



  
 - 3 -









 EXHIBIT “P-6” – INTERPRETATION AND DEFINITIONS 

Definitions 
 Capitalized terms
used and not otherwise defined in this Schedule P have the meanings ascribed thereto in the Credit Agreement. The following words and expressions, when used in Schedule P or in any agreement supplementary to the Credit Agreement, unless
the contrary is stipulated, have the following meaning: 
 “Amending Agreement” means the Tenth Amending Agreement to the
Credit Agreement dated as of November 13, 2009 between, inter alia, the Borrower, the Agent, the Finnvera Facility Agent, and certain lenders; 
 “Availability Period” means, with respect to the Finnvera Term Facility, the period from the Signing Date (subject to satisfying the conditions precedent set forth in Article 6 of
Schedule P) until the earlier of (i) the date falling 24 months after the Signing Date and (ii) the full utilization, cancellation or termination of the Finnvera Term Facility; 

“Business Day” means any day, except Saturdays, Sundays and other days which in Montreal or Toronto (Canada) or London (England) or, to
the extent Finnvera becomes a Tranche A Assignee under Schedule P or is subrogated into the rights of any Tranche A Lender, Helsinki (Finland), are holidays or days on which banking institutions are not authorized to be open or required by
law or by local proclamation to close; 
 “CAD Equivalent” means the equivalent in Canadian Dollars of any value or sum
denominated in US Dollars using the rate of exchange quoted by the Bank of Canada as the noon mid-market spot rate for such conversion on the day preceding the Business Day on which such determination is made; 

“CDOR Rate” means, with respect to any Tranche A Designated Period of 30 to 183 days relating to a Tranche A CDOR
Advance, the annual rate of discount or interest which is the arithmetic average of the discount rates (rounded upwards to the nearest multiple of 0.01%) for bankers’ acceptances denominated in Canadian Dollars for such term and face amount
identified as such on the Reuters Screen CDOR Page at approximately 10:00 A.M. (Montreal time) on the date on which such Tranche A CDOR Advance is to be made or on the Tranche A Rollover Date, as the case may be, or if such day is not
a Business Day, then on the immediately preceding Business Day (as adjusted by the Finnvera Facility Agent after 10:00 A.M. (Montreal time) to reflect any error in any posted rate or in the posted average annual rate). If the rate does not
appear on the Reuters Screen CDOR Page as contemplated above, then the CDOR Rate on any day shall be calculated by the Finnvera Facility Agent at the arithmetic average of the discount rates (rounded upwards to the nearest multiple of 0.01%) for
bankers’ acceptances denominated in Canadian Dollars for such term comparable to the Tranche A Designated Period and such face amount comparable to the Tranche A CDOR Advance Amount of, and as quoted by, the Schedule I Reference
Banks, as of 10:00 A.M. (Montreal time) on that day, or if that day is not a Business Day, then on the immediately preceding Business Day. Each calculation by the Finnvera Facility Agent of the CDOR Rate shall be binding and conclusive for all
purposes, absent manifest error; 
 “Commitment Fee Letter” means the letter agreement dated November 13, 2009 entered
into between the Borrower and the Finnvera Facility Agent, as same may be amended, restated, supplemented, amended and restated or otherwise modified from time to time; 







 “Cost of Funds” means a Tranche A Lender’s cost of funds as determined by
it and expressed as an annual rate to borrow Canadian dollars for a Tranche A Designated Period including, inter alia, as the case may be, the cost of keeping base, excess or emergency reserves (as may be required from time
to time by Law and competent authorities), the cost of Canada deposit insurance and any tax or assessment that must be deducted or withheld by such Tranche A Lender, as applicable, and as described by such Tranche A Lender to the Borrower
by way of a statement which sets forth the calculations used in determining such cost of funds; 
 “Cost of Funds Basis”
means the basis of calculation of interest on the Tranche A Advances, or any part thereof, made or deemed to have been made in accordance with the provisions of Sections 3.9 and 3.11 of Schedule P, respectively; 

“Credit Agreement” means the credit agreement dated as of November 28, 2000 entered into among, inter alia, the Borrower,
the financial institutions party thereto from time to time and Royal Bank of Canada, as administrative agent (as amended and restated as of July 20, 2011, and as same may be further amended, restated, supplemented, amended and restated or
otherwise modified from time to time); 
 “Default Rate” means, for any day, the CDOR Rate which would apply to bankers’
acceptances with a period of one month, plus 4%; 
 “Domestic Tranche A Lender” means a Tranche A Lender who is a
resident of Canada (within the meaning of the Income Tax Act (Canada)) and any other Tranche A Lender who has the ability to fund via the CDOR Rate; 
 “ECA Guarantee” means the Buyer Credit Guarantee Agreement Bc 112-08 dated November 13, 2009 (and the General Conditions for Buyer Credit Guarantees dated March 1,
2004 annexed thereto) granted by ECA to and in favour of, among others, the Tranche A Lenders, in connection with, inter alia, the Finnvera Term Facility, as same may be amended, restated, supplemented, amended and restated
or otherwise modified from time to time; 
 “ECA Premium A” means the premiums payable by the Borrower to or for
the account of ECA in respect of the ECA Guarantee; 
 “Eighth Repayment Date” means the date that falls 42 months after
the First Repayment Date; 
 “Euros or “€” means the lawful currency of the member states of the European
Union; 
 “Fee Letter” means the letter agreement dated as of March 5, 2009 entered into between the Borrower, HSBC Bank
plc and TD Securities, as amended on November 13, 2009 and as same may be amended, restated, supplemented, amended and restated or otherwise modified from time to time; 
 “Finnvera” or “ECA” means Finnvera plc; 
 “Finnvera
Facility Agency Branch” means the branch of the Finnvera Facility Agent located at 8 Canada Square, Canary Wharf, London, UK, E14 5HQ, or such other address which the Finnvera Facility Agent may notify the Borrower from time to time;

 “Finnvera Facility Agent” means HSBC Bank plc, in its capacity as facility agent for all of the Tranche A Lenders;

 “Finnvera Facility B Agent” means HSBC Bank plc, in its capacity as facility agent for all of the Tranche B
Lenders; 

  
 - 2 -









 “Finnvera Facility B Security Agent” means The Toronto-Dominion Bank, in its capacity
as security agent for all the Tranche B Lenders; 
 “Finnvera Term Facility” means the facility under which the
Tranche A Credit is made available pursuant to Section 1 of Schedule P; 
 “Finnvera Transfer Agreement” means a
transfer agreement substantially in the form annexed to this Schedule P as Exhibit “P-5”; 
 “First Repayment
Date” means June 15, 2010;  
 “Foreign Tranche A Lender” means a Tranche A Lender who is a
non-resident of Canada (within the meaning of the Income Tax Act (Canada)) and who is authorized by law to lend money in Canada; 

“LIBOR Reference Banks” means HSBC Bank plc, Barclays Bank plc and UBS AG and any other leading banks in the London inter-bank market as
may be agreed to from time to time by the Finnvera Facility Agent and the Borrower; 
 “Majority Tranche A Lenders” means
Tranche A Lenders having at least 51% of the Tranche A Commitments; 
 “Maturity Date” means June 15, 2018;

 “Notice of New Tranche A Designated Period” means a notice substantially in the form of Exhibit “P-2B”
to Schedule P delivered to the Finnvera Facility Agent by the Borrower in accordance with the provisions of Section 3.3 of Schedule P; 
 “Notice of Repayment” means a notice substantially in the form of Exhibit “P-3” to Schedule P delivered to the Finnvera Facility Agent by the Borrower in accordance
with the provisions of Section 5.2 of Schedule P; 
 “NSN” means Nokia Siemens Networks Oy and any affiliates
thereof; 
 “NSN Contract” means, collectively, the Master Purchase Agreement and the Care Agreement, each dated
October 21, 2008 between the Borrower, as purchaser, and NSN, as supplier, as amended, restated, supplemented or otherwise modified from time to time; 
 “Purchase Price” means the purchase price for telecommunications equipment, software and related goods and services not being equipment, software, goods and services of Canadian origin
purchased or to be purchased by the Borrower from NSN pursuant to and as more fully set out in the NSN Contract; 
 “Regulatory
Approval” means the receipt of all material consents and approvals of all governmental bodies having jurisdiction which are required to be obtained in connection with the consummation of the NSN Contract including, without limitation, the
approval of the CRTC; 
 “Repayment Date” means the First Repayment Date and each date that falls at the end of each 6-month
period thereafter up to and including the Maturity Date; 
 “Required Documents” means the documents listed in and annexed to
each Tranche A Notice of Borrowing; 
 “Schedule I Reference Banks” means The Toronto-Dominion Bank and any other
bank or banks named in Schedule I to the Bank Act (Canada) as may be agreed from time to time by the Finnvera Facility Agent and the Borrower; 

  
 - 3 -









 “Security Agent” means The Toronto-Dominion Bank, in its capacity as security agent
for all the Tranche A Lenders; 
 “Signing Date” means the date of execution of the Amending Agreement; 

“Term Loan” means, at any time, the aggregate of the Tranche A Advances outstanding in accordance with the provisions of
Schedule P, together with all unpaid interest thereon and any other amount in principal, interest and accessory fees, costs and expenses payable to the Finnvera Facility Agent or the Tranche A Lenders by the Borrower pursuant to the Credit
Agreement including, without limitation, the Tranche A Fees, the Commitment Fee and the Finnvera Handling Fee; 
 “Tranche A
Advance” means any advance by a Tranche A Lender under Schedule P, including a Tranche A LIBOR Advance and a Tranche A CDOR Advance; 
 “Tranche A Advance Amount” means a Tranche A CDOR Advance Amount and/or a Tranche A LIBOR Advance Amount, as the case may be; 

“Tranche A Assignee” has the meaning ascribed to it in subsection 16.2.1 of Schedule P and shall be deemed to include
Finnvera if an assignment and transfer is made to it in accordance with the provisions of Article 10 of Schedule P; 
 “Tranche A
Assignment” means an assignment of all or a portion of a Tranche A Lender’s rights and obligations under Schedule P in accordance with Sections 10.2 and 10.3 of Schedule P; 

“Tranche A Borrowing Certificate” means a certificate substantially in the form of Exhibit “P-8” to Schedule P
delivered to the Finnvera Facility Agent by the Borrower in accordance with the provisions of Section 6.5 of Schedule P; 

“Tranche A CDOR Advance Amount” means the amount of any given Tranche A CDOR Advance or any continuation (in whole or in part)
thereof; 
 “Tranche A CDOR Advances” means, at any time, any Cdn.$ Tranche A Advances made by a Domestic
Tranche A Lender bearing interest at the CDOR Rate; 
 “Tranche A Commitment” means the portion of the Tranche A
Credit for which a Tranche A Lender is responsible, as set out in Exhibit “P-1” to Schedule P; 
 “Tranche A
Credit” means the aggregate amount available to the Borrower under the Finnvera Term Facility; 
 “Tranche A Designated
Period” means, with respect to a Tranche A Advance, a period designated by the Borrower in accordance with Section 3.4 of Schedule P; 
 “Tranche A Fees” means the fees, premiums and other charges payable to the Finnvera Facility Agent, the Security Agent, Finnvera and the Tranche A Lenders in accordance with the
provisions of the Fee Letter; 
 “Tranche A Lender” or “Tranche A Lenders” means the lenders listed
in Exhibit “P-1” to Schedule P, together with any Tranche A Assignee(s), or, as the context permits, any of them alone, which, in each case, has not ceased to be a lender in accordance with the provisions of Schedule P;

 “Tranche A LIBOR” means, with respect to any Tranche A Designated Period of 30 to 183 days relating to a
Tranche A LIBOR Advance, the average rate (rounded upwards to the nearest multiple of 0.01%) for 

  
 - 4 -









 
deposits in Cdn.$ (except in the circumstances described in Section 3.11 of Schedule P, in which case the applicable rate will be for US$ deposits) for a period comparable to the
Tranche A Designated Period which, if in US$, is quoted on Libor01 Page of Reuters, and if in Cdn.$, is quoted on Libor02 Page of Reuters or, in case of the unavailability of such page, which is quoted on the British Bankers Association Libor
Rate Telerate (page 3750 for US$ or 3740 for Cdn.$ or other applicable page), in either case, at or about 11:00 A.M. (London, England time), determined two Business Days prior to the date on which such Tranche A LIBOR Advance is to be made
or on the Tranche A Rollover Date, as the case may be; if neither of such quotes is available, then Tranche A LIBOR shall be determined by the Finnvera Facility Agent as the average (rounded upwards to the nearest multiple of 0.01%) of the
rate at which deposits in US$ or Cdn.$, as the case may be, for a period similar to the Tranche A Designated Period and in amounts comparable to the Tranche A LIBOR Advance Amount, are offered by the LIBOR Reference Banks at or about
11:00 A.M. London time on the date of such determination; 
 “Tranche A LIBOR Advance Amount” means the amount of any
given Tranche A LIBOR Advance or any continuation (in whole or in part) thereof ; 
 “Tranche A LIBOR Advances”
means, at any time, any Cdn.$ Tranche A Advances made by Foreign Tranche A Lenders, bearing interest at a rate based on Tranche A LIBOR; 
 “Tranche A LIBOR Basis” means the basis of calculation of interest on Tranche A LIBOR Advances, or any part thereof, made in accordance with the provisions of Section 4.2
of Schedule P; 
 “Tranche A Notice of Borrowing” means a notice substantially in the form of
Exhibit “P-2A” to Schedule P delivered to the Finnvera Facility Agent by the Borrower in accordance with the provisions of Section 3.1 of Schedule P; 
 “Tranche A Rollover Date” means, with respect to a Tranche A Advance, the date of any such Tranche A Advance, or the first day of any Tranche A Designated Period;

 “Tranche B Lenders” means the lenders from time to time party to the Tranche B Loan Agreement, including their
successors and permitted assigns; 
 “Tranche B Loan” means the term loan granted to the Borrower by HSBC Bank plc, The
Toronto-Dominion Bank and each other Tranche B Lender pursuant to the Tranche B Loan Agreement; 
 “Tranche B Loan
Agreement” means the credit agreement dated November 13, 2009 pursuant to which the Tranche B Loan is made available to the Borrower, as same may be amended, restated, supplemented, amended and restated or otherwise modified from
time to time. 

  
 - 5 -









 EXHIBIT “P-7” – COMMITMENT FEE LETTER 

 

	
	





 HSBC Bank plc 

Level 18 
 8 Canada Square 

London 
 E14 5HQ 

November 13, 2009 
 Vidéotron
Ltée 
 612 Saint-Jacques Street, 13 Floor 
 Montreal, Quebec 
 H3C 4M8 
 Attention: Mr. Jean-François Pruneau, Vice President, Finance 
 Dear
Mr. Pruneau: 
 This letter is delivered to you in connection with (i) Schedule P to that certain Credit Agreement dated as of
November 28, 2000, as amended by a First Amending Agreement dated as of January 5, 2001, a Second Amending Agreement dated as of June 29, 2001, a Third Amending Agreement dated December 12, 2001 and accepted by the lenders party
thereto as of December 21, 2001, a Fourth Amending Agreement dated as of December 23, 2002, a Fifth Amending Agreement dated as of March 24, 2003, a Sixth Amending Agreement dated as of October 8, 2003, a Seventh Amending
Agreement dated as of November 19, 2004, an Eighth Amending Agreement dated as of March 6, 2008, a Ninth Amending Agreement dated as of April 7, 2008, and a Tenth Amending Agreement dated as of November 13, 2009 entered into
between Vidéotron Ltée (“Vidéotron”), as borrower, the financial institutions party thereto from time to time, as lenders, Royal Bank of Canada, as administrative agent, and HSBC Bank plc, as agent (the
“Finnvera Term Facility Agent”) to certain lenders from time to time (the “Tranche A Lenders”) providing credit facilities guaranteed by Finnvera plc (the “Finnvera Term Facility”) in an aggregate
principal amount of Cdn.75,000,000 (as so amended and as same may be further amended, restated, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”); and (ii) the Finnvera Facility
B Credit Agreement dated as of November 13, 2009 between Vidéotron, as borrower, the financial institutions party thereto from time to time, as lenders (the “Tranche B Lenders”), HSBC Bank plc, as agent (the
“Finnvera Facility B Agent”), and The Toronto-Dominion 







 
Bank, as security agent, pursuant to which credit facilities guaranteed by Finnvera plc (the “Finnvera Facility B”) are made available to Vidéotron in an aggregate
principal amount of the CAD Equivalent (as defined therein) of the difference between US$100,000,000 and the aggregate of the USD Equivalent (as defined therein) of each drawing made under the Finnvera Term Facility (as amended, restated,
supplemented, amended and restated or otherwise modified from time to time, the “Finnvera Facility B Credit Agreement”). 
 The
fees set forth below shall be non-refundable and deemed to be fully earned on the date on which they are respectively due and shall be in addition to, and not creditable against, any other fees, premiums, costs, expenses and other charges payable
pursuant to or in connection with the Credit Agreement, the Finnvera Facility B Credit Agreement or otherwise. Your obligation to pay such fees will not be subject to counterclaim or setoff for, or be otherwise affected by, any claim or dispute you
may have, and all such fees shall be paid free and clear of deductions, taxes or withholdings of any kind. 
 In connection with and in
consideration for the agreements contained in the Credit Agreement and the Finnvera Facility B Credit Agreement, you agree with the Finnvera Term Facility Agent and the Finnvera Facility B Agent, respectively, as follows: 

COMMITMENT FEE. You will pay to HSBC Bank
plc, as Finnvera Term Facility Agent and Finnvera Facility B Agent, for the account of the Tranche A Lenders and the Tranche B Lenders, respectively, a commitment fee (the “Commitment Fee”) in US Dollars of 0.375% per annum
calculated from and as of November 13, 2009 on the day to day undrawn portion of USD 100,000,000, representing the aggregate principal amount available under the Finnvera Term Facility and the Finnvera Facility B, collectively. The Commitment
Fee shall be payable semi-annually in arrears on December 10th and June 10th of each year up to and including the last day of the Availability Period (as defined in the Finnvera Facility B Credit Agreement). 
 No party to this commitment fee letter is authorized to show or circulate this letter or disclose the contents of this letter to any person or entity (other than its legal and financial advisors in
connection with its evaluation of this letter), except (i) as required by law, (ii) to any other party to the Credit Agreement, and (iii) by the Finnvera Term Facility Agent and the Finnvera Facility B Agent to potential Tranche A
Lenders and Tranche B Lenders, respectively. 
 This letter shall enure to the benefit of the Finnvera Term Facility Agent and the Finnvera
Facility B Agent and their successors and assigns and shall be binding on you and your successors and assigns. 
 This letter will be governed
by and interpreted in accordance with the laws of the Province of Québec and the laws of Canada applicable in such Province. 
 This
letter may be executed in any number of counterparts, each of which shall be an original and all of which, when taken together, shall constitute one agreement. Delivery of an executed counterpart of a signature page of this letter (whether by
delivery of an original of the same or by facsimile transmission) shall be as effective as delivery of a manually executed counterpart of this letter. 
 The parties hereto have expressly required that this letter be drafted in the English language. Les parties aux présentes ont expressément exigé que les présentes soient
rédigées en langue anglaise. 
 THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK 

  
 - 2-









 
			
	Yours truly,
	
	HSBC BANK PLC
		
	By:	 	  

		 	Name:
		 	Title:


 ACCEPTED AND AGREED TO 
 AS OF THE DATE FIRST WRITTEN ABOVE: 
  

			
	VIDÉOTRON LTÉE
		
	By:	 	  

		 	Name:
		 	Title:
		
	By:	 	  

		 	Name:
		 	Title:


  
 - 3-









 EXHIBIT “P-8” – TRANCHE A BORROWING CERTIFICATE 

 

			
	TO:	  	HSBC BANK PLC, as Finnvera Facility Agent
		
	FROM:	  	VIDÉOTRON LTÉE
		
	DATED:	  	

 1) This Tranche A Borrowing Certificate is delivered to you pursuant to Section 6.4 of Schedule P to the
Credit Agreement originally dated as of November 28, 2000, as amended and restated as of July 20, 2011, and as same may be further amended, restated, supplemented or otherwise modified from time to time (the “Credit
Agreement”). Unless otherwise indicated herein, all defined terms set forth in this Tranche A Borrowing Certificate shall have the respective meanings set forth in Exhibit P-6 to Schedule P to the Credit Agreement. 

2) Attached hereto are true and complete copies of: [invoices, evidence of payment, receipts]. 

3) We have already paid the amount of US$            (the “Purchase Price
Portion”) to NSN in accordance with the NSN Contract for the goods and services of non-Canadian origin covered by the aforementioned documents. Amounts invoiced and paid relate to the value of such goods manufactured and supplied to date
and of such services rendered to date. 
 4) We have already paid the amount of
US$            to NSN in accordance with the NSN Contract for the local services covered by the aforementioned documents. Amounts invoiced and paid relate to the value of such local
services rendered to date. 
 5) WE FURTHER WARRANT THAT: 
 (a) The amount claimed in paragraph 2)(b) of the Tranche A Notice of Borrowing (the “Requested Tranche A Advance Amount”) of even date herewith executed and delivered by the Borrower to
the Finnvera Facility Agent is [less than or] equal to the CAD Equivalent of (x) 85% of the Purchase Price Portion and (y) costs for local services up to a maximum amount which, when combined with all amounts
previously disbursed by the Tranche A Lenders in reimbursement of costs for local services, does not exceed 30% of the portion of the Purchase Price paid to date, [(in initial Tranche A Notice of Borrowing only, as
applicable) plus Cdn.$        which represents all or part of the upfront portion of the ECA Premium A]. 
 (b) The Requested Tranche A Advance Amount does not include any amounts which have already been claimed under any other Tranche A Notice of Borrowing. 

(c) The Requested Tranche A Advance Amount, when added to the principal amounts of all other Tranche A Advances made prior to the
date hereof, does not exceed (i) the sum of (x) the CAD Equivalent of 85% of the portion of the Purchase Price paid to date, (y) the CAD Equivalent of costs for local services up to a maximum of 30% of such portion
of the Purchase Price paid to date, and (z) 100% of the upfront portion of the ECA Premium A or (ii) Cdn.$75,000,000. 







 (d) The NSN Contract has not been terminated and has been in full force and effect as of the
date of the invoice(s) to be financed under the Tranche A Notice of Borrowing of even date herewith. 
 6) We enclose a true and complete
copy of a certificate of NSN relating to the invoices to be financed under the Tranche A Notice of Borrowing of even date herewith. 
 7)
We undertake to supply you with such additional information and documentation and clarification as reasonably necessary in connection with the ECA Guarantee and agree not to hold you responsible for any delay in meeting the request for reimbursement
under the Tranche A Notice of Borrowing of even date herewith occasioned by such request for information. 
  

			
	Yours truly,
	
	VIDÉOTRON LTÉE
		
	Per :	 	  




  
 - 2-









 FORM OF SUPPLIER’S CERTIFICATE 

 

			
	FROM:	  	NOKIA SIEMENS NETWORKS CANADA INC., as the supplier under the NSN Contract
		
	TO:	  	VIDÉOTRON LTÉE, as the purchaser under the NSN Contract
		
	AND TO:	  	HSBC BANK PLC, as Finnvera Facility Agent
		
	DATED:	  	


			
		
	 Re:
	  	Term loan facility in the maximum principal amount of Cdn.$75,000,000 (the “Finnvera Facility A”) made available to Vidéotron Ltée (the
“Borrower”) by HSBC Bank plc, The Toronto-Dominion Bank, Credit Suisse AG, Sumitomo Mitsui Banking Corporation of Canada and any other lenders from time to time (the “Tranche A Lenders”), guaranteed by Finnvera plc (the “ECA
Guarantee”), and administered by HSBC Bank plc, as agent to the Tranche A Lenders (the “Finnvera Facility Agent”), the whole in connection with the Master Purchase Agreement and the Care Agreement dated October 21, 2008 between the
Borrower, as purchaser, and Nokia Siemens Networks Canada Inc., as supplier (collectively, and as amended, restated, supplemented or otherwise modified from time to time, the “NSN Contract”)

 Dear Sirs: 
  

	1.	We refer to the “Tranche A Borrowing Certificate” dated
                    (the “Reimbursement Request Certificate”), which has been made available to us. We understand that the Borrower
has requested a drawing under the Finnvera Facility A in order to reimburse a payment made in respect of the NSN Contract and we give this certificate in connection with such requested drawing. 


 

	2.	We confirm that: 

  

	 	(i)	the NSN Contract has been in full force and effect and has not been terminated as of the date of the invoices to which the Reimbursement Request Certificate relates;


  

	 	(ii)	the statements in paragraphs 3 and 4 of the Reimbursement Request Certificate are true and accurate in all respects; 


 

	 	(iii)	the amount claimed by the Borrower for reimbursement in connection with the Reimbursement Request Certificate to which this certificate relates does not include any
amount for which we have received a disbursement under the Finnvera Facility A or for which the Borrower has previously received a reimbursement under any document of which we have notice; and 


 

	 	(iv)	we have received from the Borrower 100% of the amount of the relevant invoice(s) to which the Reimbursement Request Certificate relates. 









	
	By:
	
	  

	Authorized Signatory