**Exhibit 4.2**

 

**NINTHAMENDING AGREEMENT**to the Credit Agreement dated as of November 28, 2000, as amendedby a First Amending Agreement dated January 5, 2001, a Second AmendingAgreement dated as of June 29, 2001, a Third Amending Agreement dated asof December 21, 2001, a Fourth Amending Agreement dated as of December 23,2002, a Fifth Amending Agreement dated as of March 24, 2003, a SixthAmending Agreement dated as of October 8, 2003, a Seventh AmendingAgreement dated as of November 19, 2004, and an Eighth Amending Agreementdated as of March 6, 2008, entered into in the City of Montreal, Provinceof Quebec, as of April 7, 2008,

 
| **AMONG:** | **VIDÉOTRON LTÉE**, a company constituted in  accordance with the laws of Quebec, having its registered office at 300 Viger  Street East, 6th floor, in the City of Montreal,  Province of Quebec (hereinafter called the “**Borrower**”)         |
|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|       |                                                                                                                                                                                                                                                                       |
| ** ** | **PARTY OF THE FIRST PART**                                                                                                                                                                                                                                                |
|       |                                                                                                                                                                                                                                                                       |
| **AND:**   | **THE LENDERS, AS DEFINED IN THE CREDIT AGREEMENT**(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**                                                                                                                                                                                                                                                |

 

**WHEREAS** the parties hereto are parties to aCredit Agreement dated as of November 28, 2000, as amended by a FirstAmending Agreement dated January 5, 2001, a Second Amending Agreementdated as of June 29, 2001, a Third Amending Agreement dated as of December 21,2001, a Fourth Amending Agreement dated as of December 23, 2002, a FifthAmending Agreement dated as of March 24, 2003, a Sixth Amending Agreementdated as of October 8, 2003, a Seventh Amending Agreement dated as of November 19,2004 and an Eighth Amending Agreement dated as of March 6, 2008 (as soamended and amended and restated, the “**Credit Agreement**”);

 

**WHEREAS** the Borrower has requested certainamendments to the Credit Agreement to extend the Term, increase the aggregateCommitments of the Lenders and provide for the possibility of future increases;and

 

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**WHEREAS** the Lenders have unanimously agreedwith the Borrower to the amendments contemplated hereby, and as such, theLenders have complied with the provisions of Section 18.14 and 18.15 ofthe Credit Agreement, as evidenced by the signature of each Lender and of theAgent on this Agreement;

 

 

**NOW THEREFORE, THE PARTIES HERETO AGREE ASFOLLOWS:**

 

**I.****                                         INTERPRETATION**

 

All of the words and expressions which are capitalizedherein shall have the meanings ascribed to them in the Credit Agreement unlessotherwise indicated herein.

 

**II.****                                     AMENDMENTS**

 

1.               Subsection1.1.2 of the Credit Agreement is amended to clarify certain elements relatingto the term of, and conditions applicable to, any Additional Offering.  The subsection is accordingly deleted andreplaced by the following:

 

“1.1.2                  “**Additional Offering**”means an Offering of unsecured Debt incurred or issued by the Borrower having amaturity date (meaning the date on which repayment can be required by thelender, not the date of any initial maturity leading to an automatic conversionor replacement) expiring after the expiry of the Term, the terms and conditionsof which Offering (including any automatic conversion or replacement asaforesaid and excluding, for greater certainty, (a) pricing, and (b) the rightto require a replacement via an unsecured term loan or an offering of unsecuredhigh yield Debt in an amount equal to the Additional Offering being replaced (“**AO Replacement Debt**”)) are no more favourable to the Personsproviding such Debt, in all material respects, than the provisions hereof; forgreater certainty, for the purposes of paragraph (j) of Section 13.8, any suchAO Replacement Debt will not be considered a new incurrence of Debt;”.

 

2.               Anew subsection 1.1.73 is hereby added to the Credit Agreement as follows.  All other subsections are renumberedaccordingly:

 

“1.1.73            “**Joinder Agreement**”means an agreement substantially in the form of Schedule “O”;”.

 

3.               Anew subsection 1.1.91 is hereby added to the Credit Agreement as follows.  All other subsections are renumberedaccordingly:

 

“1.1.91            “**Ninth Amendment ClosingDate**” means April 7, 2008;”.

 

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4.               Subsection1.1.121 of the Credit Agreement (definition of “**Term**”)is amended by deleting the date “November 18, 2009”, and replacing it with“April 6, 2012”.  Consequently,subsection 1.1.121 now provides as follows:

 

“1.1.121      “**Term**” means theperiod commencing on the Closing Date and terminating, with respect to theRevolving Facility, on April 6, 2012;”.

 

5.               Section2.1 of the Credit Agreement is amended by replacing the number “$450,000,000”with the number “$575,000,000”. Consequently, Section 2.1 now provides as follows:

 

“2.1                           **Credit Facility**

 

Subject to the provisions hereof, and in particular,to the provisions of Article 3, each Lender agrees to make available to theBorrower, individually and not jointly and severally or solidarily, itsCommitment in the Credit, which Credit consists of the Revolving Facility in amaximum amount equal to $575,000,000 minus the maximum amount that can beborrowed under the Cash Management Facilities, which form part of the RevolvingFacility.”.

 

6.               Anew Section 2.3 is added as follows:

 

“2.3                           **Increase in Revolving Facility**

 

2.3.1                        TheBorrower may, on one or more occasions during the portion of the Term of theRevolving Facility commencing on the Ninth Amendment Closing Date andterminating April 6, 2009, by written notice to the Agent (an “**Increase Notice**”), elect to request an increase to theexisting Commitments (any such increase, the “**New LenderCommitments**”), by adding one or more Lenders (each, a “**New Lender**”) or having an existing Lender increase itsCommitment (an “**Increased Commitment**”) inaccordance with the provisions of this Section.

 

2.3.2                        Theaggregate amount of any such New Lender Commitments and Increased Commitmentsshall not exceed $75,000,000 and shall not be less than $25,000,000 per NewLender (or such lesser amount as may be approved by the Agent).  Such Increase Notice shall specify (a) thedate (the “**Increased Amount Date**”) on whichthe Borrower proposes that the New Lender Commitments and/or IncreasedCommitments shall be effective, which shall be a date not less than 10 BusinessDays after the date on which such notice is delivered to the Agent, (b) theamount of the increase in the Revolving Facility, (c) the identity of each NewLender, and/or of each existing Lender that is prepared to provide an IncreasedCommitment, and 

 

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(d) the proposed allocation of such New LenderCommitments to each New Lender and/or the amount of each IncreasedCommitment.  Such New Lender Commitmentsand/or Increased Commitments shall become effective as of the Increased AmountDate; provided that (1) no Default or Event of Default shall exist on theIncreased Amount Date before or after giving effect to such New LenderCommitments and/or Increased Commitments; (2) the Borrower shall be in compliancewith each of the covenants set forth in Section 12.11 as of the last day of themost recently ended fiscal quarter after taking into account such New LenderCommitments and/or Increased Commitments, on a *pro forma*basis; (3) the New Lender Commitments shall be effected pursuant to one or moreJoinder Agreements executed and delivered by the Borrower, each New Lender andthe Agent, and each of which shall be recorded in the register maintained bythe Agent in respect of Assignments; (4) Increased Commitments shall beeffected in accordance with the last sentence of subsection 2.3.6; and (5) theBorrower shall deliver or cause to be delivered any legal opinions or otherdocuments reasonably requested by the Agent in connection with any suchtransaction.

 

2.3.3                        On theIncreased Amount Date, subject to the satisfaction of the foregoing terms andconditions, (a) each of the Revolving Facility Lenders shall assign to each ofthe New Lenders or applicable existing Lenders, who shall purchase same, at theprincipal amount thereof (together with accrued interest), such interests inthe Loan outstanding on the Increased Amount Date as shall be necessary inorder that, after giving effect to all such assignments and purchases, suchLoan under the Revolving Facility will be held by existing Revolving FacilityLenders and New Lenders ratably in accordance with their Commitments aftergiving effect to the addition of such New Lender Commitments and/or IncreasedCommitments to the Commitments, (b) each New Lender Commitment shall be deemedfor all purposes a Commitment and each Advance made thereunder (a “**New Advance**”) shall be deemed, for all purposes, an Advanceunder the Revolving Facility and (c) each New Lender shall become a Lender withrespect to the New Lender Commitment and all matters relating thereto.

 

2.3.4                        The Agentshall notify the Lenders, promptly upon receipt, of the Borrower’s IncreaseNotice, including the Increased Amount Date, any Increased Commitments, and theNew Lender Commitments and New Lenders in respect thereof, as well as theeffect of same as contemplated by the preceding paragraph.

 

2.3.5                        The termsand provisions of the New Advances shall be identical to the Advances under theRevolving Facility.  Each JoinderAgreement may, 

 

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without the consent of any other Revolving FacilityLenders, effect such amendments to this Agreement and the Security Documents asmay be necessary or appropriate, in the opinion of the Agent, to give effect tothe provisions of this Section 2.3.

 

2.3.6                        If on April 6,2009, the Credit is less than $650,0000,000, from that date until the expiry ofthe Term, the Borrower may, on one additional occasion, again send an IncreaseNotice to the Agent.  The Agent shallprovide a copy of the Increase Notice to the Lenders, and the Lenders shall,within 10 Business Days following receipt thereof, advise the Agent of theirdecision whether or not to provide any Increased Commitments.  Any Lender approached to provide all or aportion of the Increased Commitments may elect or decline, in its solediscretion, to provide an Increased Commitment. If any Lender does not respond to the Increase Notice, it will be deemedto have elected not to provide an Increased Commitment.  Schedule “A” will be amended by the Agent toreflect any Increased Commitments made by Lenders, without requiring thesignature of each Lender.

 

2.3.7                        If, afterthe Borrower has availed itself of the procedures set out in subsection 2.3.6,the Credit remains less than $650,000,000, the Borrower may again, on oneoccasion, attempt to obtain New Lender Commitments for the remaining balancesubject to complying with the provisions of subsections 2.3.1 to 2.3.5.”.

 

7.               Section10.2 of the Credit Agreement is deleted and replaced by the following, to takeinto account the conditions precedent contemplated by this Ninth AmendingAgreement:

 

“10.2                     **InitialAdvance under the Revolving Facility After the Ninth Amendment Closing Date**

 

The obligation of the Lenders to make the initial Advanceunder the Revolving Facility after the Ninth Amendment Closing Date isconditional upon the fulfilment of each of the conditions set out in thisSection 10.2 and in Section 10.3 to the entire satisfaction of the Agent andthe Lenders:

 

10.2.1                                          certifiedcopies of all of the constating documents, borrowing by-laws and resolutions ofthe Borrower, each other member of the VL Group and Spectrum Co. (if theBorrower elects to use Spectrum Co. to act as bidder on behalf of the Borrowerand others in the Spectrum Auction and Purchase) not previously provided to theAgent shall have been provided to the Agent;

 

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#####  

##### 10.2.2                                          eachof the Security Documents required by Section 9.2 shall have beenexecuted, delivered, issued or assigned and registered or published, as thecase may be, wherever required;

#####  

##### 10.2.3                                          allof the issued and outstanding shares of the Subsidiaries referred to insubsection 9.2.3, and the shares of Spectrum Co. referred to in subsection9.2.10, owned, directly or indirectly by the Borrower and any of itsSubsidiaries at the relevant time, shall have been pledged in accordance withthe Share Pledge executed by the Borrower and the relevant Subsidiaries and allof the pledged shares shall have been remitted to the Agent;

#####  

##### 10.2.4                                          theBorrower shall have delivered to the Agent a certificate in the form ofSchedule “F” signed by an officer stipulating and certifying that:

#####  

##### a)                                      suchofficer has taken cognizance of all the terms and conditions of this Agreementand of all contracts, agreements and deeds pertaining hereto;

#####  

##### b)                                     noDefault or Event of Default has occurred or exists hereunder;

#####  

##### c)                                      thecorporate structure of the VL Group is as set out in the diagram attached tothe certificate;

#####  

##### d)                                     eachmember of the VL Group holds the permits, Licences, licences and authorizationsrequired in order to permit it to possess its property and its real estate andto carry on its business in the manner in which it is being carried on atpresent; and

#####  

##### e)                                      allproperty to be charged by the Security Documents is located in thejurisdictions described in a schedule thereto;

#####  

##### 10.2.6                                          eachof the Security Documents shall have been amended (to the extent required),executed, delivered, issued or assigned and registered or published, as thecase may be, wherever required;

#####  

##### 10.2.7                                          theBorrower shall have delivered to the Agent the favourable legal opinion(s) ofthe counsel to the Borrower, addressed to the Lenders, the Agent and itscounsel, in form and substance acceptable to the Agent and its counsel, actingreasonably, including with regard to the continuing validity of all relevantGuarantees and Security.”.

#####  

## 8.               A new Schedule “A” is attached, replacing theformer Schedule “A”.

 

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9.               Anew Schedule “O”, entitled “Joinder Agreement”, is attached.

 

**III.****                                 EFFECTIVEDATE AND CONDITIONS**

 

1.                                       ThisNinth Amending Agreement shall become effective as of April 7, 2008 (the “**Effective Date**”), subject to the fulfilment of allconditions precedent set out herein and in the amended Section 10.2 above.

 

2.                                       Onthe Effective Date, the Credit Agreement shall be modified by the foregoingamendments.  The parties hereto agreethat the changes to the Credit Agreement set out herein and the execution hereofshall not constitute novation and all the Security shall continue to apply tothe Credit Agreement, as amended hereby, and all other obligations securedthereby.  Without limiting the generalityof the foregoing and to the extent necessary, (i) the Lenders and the Agentreserve all of their rights under each of the Security Documents, and (ii) eachof the Borrower and the Guarantors obligates itself again in respect of allpresent and future obligations under, *inter alia*, theCredit Agreement, as amended hereby.

 

3.                                       TheBorrower shall pay all fees and costs, including (a) the fees referred to inthe Borrower’s request letter dated February 15, 2008, and (b) legal feesassociated with this Agreement incurred by the Agent as contemplated andrestricted by the provisions of Section 12.14 of the Credit Agreement.

 

4.                                       TheBorrower shall provide the opinion of its counsel, in form and substanceacceptable to the Agent and the Lenders’ counsel, with respect to the power,capacity, and authority of the Borrower and each of the Guarantors to enterinto or intervene in this Ninth Amending Agreement and to perform itsobligations hereunder, with respect to the enforceability of this NinthAmending Agreement in accordance with its terms, and with respect to the continuedenforceability (unaffected hereby) of all of the Security.

 

**IV.****                                MISCELLANEOUS**

 

1.                                       Allof the provisions of the Credit Agreement that are not amended hereby shallremain in full force and effect.

 

2.                                       ThisAgreement shall be governed by and construed in accordance with the Laws of theProvince of Quebec.

 

3.                                       Theparties acknowledge that they have required that the present agreement, as wellas all documents, notices and legal proceedings entered into, given orinstituted pursuant hereto or relating directly or indirectly hereto be drawnup in English.  Les parties reconnaissentavoir exigé la rédaction en anglais de la présente convention ainsi que de tousdocuments exécutés, avis donnés et procédures judiciaires intentées,directement ou indirectement, relativement ou à la suite de la présenteconvention.

 

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

 

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| **VIDÉOTRON LTÉE** |
|------------------------------|
| ** **                   |
| Per:                         |   /s/  JEAN-FRANÇOIS PRUNEAU |   |

 

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| **ROYAL BANK OF CANADA, as  Agent for the Lenders** |
|-----------------------------------------------------|
| ** **                                          |
| Per:                                                |   /s/ ANN HURLEY |   |   |
|                                                |   Manager, Agency |   |   |
|                                                |   |

** **
| **ROYAL BANK OF CANADA**                | **THE TORONTO-DOMINION BANK**             |
|-----------------------------------------|-------------------------------------------|
| ** **                              | ** **                                |
| Per:                                    |   /s/ ROD SMITH                 |   | Per: |   /s/ (ILLEGIBLE) |
|                                    |   Authorized Signatory          |   |   |   |
|                                    |                                      |   |
|                                    | Per:                                      |   /s/ (ILLEGIBLE) |
|                                    |                                      |   |
|                                    |                                      |   |
| **BANK OF MONTREAL**                    | **BANK OF AMERICA, N.A., Canada  Branch** |
| ** **                              | ** **                                |
| Per:                                    | /s/ (ILLEGIBLE)                           |   | Per: |   /s/ MEDINA SALES DE ANDRADE |
|                                    |                                      |   Vice President |
|                                    |                                      |   |
|                                    |                                      |   |
| **CANADIAN IMPERIAL BANK OF  COMMERCE** | **THE BANK OF NOVA SCOTIA**               |
| ** **                              | ** **                                |
| Per:                                    |   /s/ (ILLEGIBLE)               |   | Per: |   /s/ ROB KING |
|                                    |                                      |   |   |   Managing Director |
|                                    |                                      |   |   |   |
| Per:                                    |   /s/ (ILLEGIBLE)               |   | Per: |   /s/ BRADLEY WALKER |
|                                    |                                      |   Associate  Director |

 

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| **CITIBANK, N.A., Canadian  Branch** | **CAISSE CENTRALE DESJARDINS** |
|--------------------------------------|--------------------------------|
| ** **                           | ** **                     |
| Per:                                 |   /s/ (ILLEGIBLE)    |   | Per: |   /s/  (ILLEGIBLE) |
|                                 |                           |   |
|                                 |                           |   |
|                                 | Per:                           |   /s/  (ILLEGIBLE) |
|                                      |                                |  |  |  |

 

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| **LAURENTIAN BANK OF CANADA** | **NATIONAL BANK OF CANADA** |
|-------------------------------|-----------------------------|
|                          |                        |   |   |   |
| Per:                          | /s/ (ILLEGIBLE)             |   | Per: | /s/ (ILLEGIBLE) |
|                          |                        |   |   |   |
|                          |                        |   |   |   |
| Per:                          | /s/ (ILLEGIBLE)             |   | Per: | /s/ (ILLEGIBLE) |

 

 
| **HSBC BANK CANADA** |            |   |   |
|----------------------|-----------------|--------|--------|
| ** **           |            |   |   |   |
| Per:                 | /s/ (ILLEGIBLE) |   |   |   |
|                 |            |   |   |   |
|                 |            |   |   |   |
| Per:                 | /s/ (ILLEGIBLE) |   |   |   |

 

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| **SUMITOMO MITSUI BANKING  CORPORATION OF CANADA** |                  |   |   |
|----------------------------------------------------|-----------------------|--------|--------|
|                                               |                  |   |   |   |
| Per:                                               | /s/ E.R. LANGLEY      |   |   |   |
| ** **                                         | Senior Vice President |   |   |   |

 

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The undersignedacknowledge having taken cognizance of the provisions of the foregoing NinthAmending Agreement andagree that the Guarantees and Security executed by them (A) remainenforceable against them in accordance with their terms, and (B) continueto guarantee or secure, as applicable, all of the obligations of the Personsspecified in such Guarantees and Security Documents in connection with theCredit Agreement as defined above, and as amended hereby:

 
| **LE SUPERCLUB VIDÉOTRON LTÉE** |                           | **GROUPE DE DIVERTISSEMENT  SUPERCLUB INC.** |
|-------------------------------------------|--------------------------------|----------------------------------------------|
|                                      |                           |                                         |   |   |
| Per:                                      | /s/ JEAN-FRANÇOIS PRUNEAU |                                         | Per: | /s/ JEAN-FRANÇOIS PRUNEAU |
|                                      |                           |                                         |   |   |
|                                      |                           |                                         |   |   |
| **CF CABLE TV INC.**                      |                           | **SUPERCLUB PROPERTIES INC.**                |
|                                      |                           |                                         |   |   |
| Per:                                      | /s/ JEAN-FRANÇOIS PRUNEAU |                                         | Per: | /s/ JEAN-FRANÇOIS PRUNEAU |

 

 
| **SUPERCLUB VIDÉOTRON  CANADA INC.** |                           |   |   |
|-------------------------------------------|--------------------------------|--------|--------|
|                                      |                           |   |   |   |
| Per:                                      | /s/ JEAN-FRANÇOIS PRUNEAU |   |   |   |

 

 

The undersigned acknowledges having taken cognizanceof the provisions of the foregoing Ninth Amending Agreement and agrees that the pledgeof the shares of the Borrower executed by the undersigned as of July 6,2006 in favour of the Agent (A) remains enforceable against it inaccordance with its terms, and (B) continues to secure all of theobligations of the Persons specified in such Security Document in connectionwith the Credit Agreement, as defined above, and as amended hereby:

 

 
| **QUEBECOR MEDIA INC.** |                           |   |   |
|-------------------------|--------------------------------|--------|--------|
|                    |                           |   |   |   |
| Per:                    | /s/ JEAN-FRANÇOIS PRUNEAU |   |   |   |

 

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**SCHEDULE“A” - LIST OF LENDERS AND COMMITMENTS**

 

**The Revolving Facility**

 

Cash ManagementFacilities — The Toronto-Dominion Bank (“**TD**”) -$15,000,000.

 

Balance of RevolvingFacility:

 
| **Lender**                                     | ** ** | **Commitment ($)** | ** **      | **Commitment (%)** | ** ** |
|------------------------------------------------|------------|-------------------------|-----------------|-------------------------|------------|
| Royal Bank of  Canada                          |       |                    |            |                    |       |
| The Bank of Nova  Scotia                       |       |                    |            |                    |       |
| The  Toronto-Dominion Bank                     |       |                    |            |                    |       |
| Bank of America  N.A., Canada Branch           |       |                    |            |                    |       |
| Citibank N.A.,  Canadian Branch                |       |                    |            |                    |       |
| Bank of Montreal                               |       |                    |            |                    |       |
| Canadian  Imperial Bank of Commerce            |       |                    |            |                    |       |
| National Bank of  Canada                       |       |                    |            |                    |       |
| Caisse centrale Desjardins                     |       |                    |            |                    |       |
| Laurentian Bank  of Canada                     |       |                    |            |                    |       |
| HSBC Bank Canada                               |       |                    |            |                    |       |
| Sumitomo Mitsui  Banking Corporation of Canada |       |                    |            |                    |       |
|                                           |       |                    |            |                    |       |
| Total                                          |       | **$**                   | **575,000,000** | ** **              | **100**    | **%** |
|                                                |            |                         |                 |                         |            |  |

 

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**SCHEDULE“O” — JOINDER AGREEMENT**

 

**JOINDERAGREEMENT**

 

**THISJOINDER AGREEMENT**, dated as of                        , 200   (this “**Agreement**”), by and among [NEW LENDERS] (each a “**New Lender**” and collectively the “**New Lenders**”),VIDÉOTRONLTÉE (the “**Borrower**”), the several banks and other financialinstitutions or entities from time to time parties thereto, Royal Bank ofCanada, as Agent (in such capacity, the “**Agent**”).

 

**RECITALS:**

 

**WHEREAS**reference is hereby made to the CreditAgreement dated as of November 28, 2000, as amended by a First AmendingAgreement dated January 5, 2001, a Second Amending Agreement dated as of June 29,2001, a Third Amending Agreement dated as of December 21, 2001, a FourthAmending Agreement dated as of December 23, 2002, a Fifth AmendingAgreement dated as of March 24, 2003, a Sixth Amending Agreement dated asof October 8, 2003, a Seventh Amending Agreement dated as of November 19,2004, an Eighth Amending Agreement dated as of March 6, 2008, and a NinthAmending Agreement dated as of April 7, 2008 (as it may be furtheramended, restated, supplemented or otherwise modified from time to time, the “**Credit Agreement**”; the terms defined therein and nototherwise defined herein being used herein as therein defined), by and amongthe Lenders party thereto from time to time and****the Agent; and

 

**WHEREAS**subject to the terms and conditions of the Credit Agreement, the Borrower mayincrease the existing Commitments by obtaining New Lender Commitments andentering 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 Lenderparty hereto hereby agrees to commit to provide its respective New LenderCommitment as set forth on Schedule A annexed hereto, on the terms and subjectto the conditions set forth below:

 

Each New Lender (i) confirmsthat it has received a copy of the Credit Agreement and the Security Documents,together with copies of the financial statements referred to therein and suchother documents and information as it has deemed appropriate to make its owncredit 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 basedon 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 underthe Credit Agreement; (iii) appoints and authorizes the Agent to take suchaction as agent on its behalf and to exercise such powers under the CreditAgreement and the Security Documents as are delegated to the Agent by the termsthereof, together with such powers as are reasonably incidental thereto; (iv) acknowledgesand accepts that such New Lender and the Agent are solidary creditors of

 

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the Borrower andthe Guarantors in respect of all amounts, liabilities and other obligations,present and future, of the Borrower and the Guarantors to each of them underthe Credit Agreement and the Derivative Instruments as contemplated by Section 18.1.2of the Credit Agreement and in accordance with Article 1541 of the CivilCode of Quebec; and (v) agrees that it will perform in accordance withtheir terms all of the obligations which by the terms of the Credit Agreementare required to be performed by it as a Lender.

 

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

 

1.                                       **New Lenders**.  Each New Lender acknowledges and agrees thatupon its execution of this Agreement, such New Lender shall become a “Lender”under, and for all purposes of, the Credit Agreement and the SecurityDocuments, and shall be subject to and bound by the terms thereof, and shallperform all the obligations of and shall have all rights of a Lenderthereunder.

 

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

 

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

 

i.                                          Therepresentations and warranties contained in the Credit Agreement and theSecurity Documents are true and correct in all material respects on and as ofthe 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 toan earlier date, in which case such representations and warranties were trueand correct in all material respects on and as of such earlier date;

 

ii.                                       Noevent has occurred and is continuing or would result from the addition of theCommitments from the New Lenders as contemplated hereby that would constitute aDefault or an Event of Default;

 

iii.                                    TheBorrower has performed in all material respects all agreements and satisfiedall conditions required to be performed or satisfied by it under the CreditAgreement on or before the date hereof; and

 

iv.                                   Aftergiving effect to this Joinder Agreement and the aggregate new Commitments, theBorrower is (and will be on a pro forma basis) in compliance with the financialtests described in Section 12.11 of the Credit Agreement.

 

4.                                       **The Borrower’s Covenants**.  By its execution of this Agreement, theBorrower hereby covenants that:

 

i.                                          TheBorrower shall make all payments required pursuant to the Credit 

 

ii

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Agreement inconnection with the New Lender Commitments, including the payment of any feesin respect of such New Lender Commitment; and

 

ii.                                       TheBorrower shall deliver or cause to be delivered the legal opinions anddocuments required pursuant to subsection 2.3.2 of the Credit Agreement.

 

5.                                       **Notice**. For purposes of the Credit Agreement, the initial notice address of eachNew Lender shall be as set forth below its signature below.

 

6.                                       **Recording of the New Loans**.  Upon execution and delivery hereof, the Agentwill record the New Advances made by New Lenders in the register maintained byit for such purposes.

 

7.                                       **Amendment, Modification and Waiver**.  This Agreement may not be amended, modifiedor waived except by an instrument or instruments in writing signed anddelivered on behalf of each of the parties hereto.

 

8.                                       **Entire Agreement**.  This Agreement, the Credit Agreement and theSecurity Documents constitute the entire agreement among the parties withrespect to the subject matter hereof and thereof and supersede all other prioragreements and understandings, both written and verbal, among the parties orany of them with respect to the subject matter hereof.

 

9.                                       **Governing Law**.  This Agreement and the rights and obligationsof the parties hereunder shall be governed by, and shall be construed andenforced in accordance with, the laws of the province of Quebec.

 

10.                                 **Severability**.  Any term or provision of this Agreement whichis invalid or unenforceable in any jurisdiction shall, as to that jurisdiction,be ineffective to the extent of such invalidity or unenforceability withoutrendering invalid or unenforceable the remaining terms and provisions of thisAgreement or affecting the validity or enforceability of any of the terms orprovisions of this Agreement in any other jurisdiction.  If any provision of this Agreement is sobroad as to be unenforceable, the provision shall be interpreted to be only sobroad as would be enforceable.

 

12.                                 **Counterparts**.  This Agreement may be executed incounterparts, each of which shall be deemed to be an original, but all of whichshall constitute one and the same agreement.

 

 

[Remainder of page intentionallyleft blank]

 

iii

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**INWITNESS WHEREOF**, each of the undersigned has causedits 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:                       |

 

iv

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| **ROYAL BANK OF CANADA**as Agent |   |
|----------------------------------|--------|
|                             |   |
|                             |   |
| By:                              |   |   |
| Name:                            |   |
| Title:                           |   |
|                                  |        |  |

 

v

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| **Name of Lender**                                                                                                                                                                                                           | ** ** | **Type of Commitment** | ** ** | **Amount** |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|----------------------------------|------------|------------|
| [                                      ] |       | New Lender Commitment            |       |       | $ |   |
|                                                                                                                                                                                                                                   |       |                             |       |       |   |   |
|                                                                                                                                                                                                                                   |       |                             |       | Total:     | $ |   |

 

vi

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