Common use of Debt and Guarantees Clause in Contracts

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, subject to the provisions of Section 9.3, such member has provided a Guarantee under subsection 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 by the Borrower before the Closing Date and listed in Schedule “H” and including, subject to Section 9.3, unsecured Guarantees by members of the VL Group in respect of obligations of the Borrower under such Debt outstanding at any time; (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 ▇▇▇▇▇▇’▇ 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 $250,000,000; (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) 2. 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.”.

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 Bank 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, subject to the provisions of Section 9.3, such member has provided a Guarantee under subsection 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 by the Borrower before the Closing Date and listed in Schedule “H” and including, subject to Section 9.3, unsecured Guarantees by members of the VL Group in respect of obligations of the Borrower under such Debt outstanding at any time; (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 ▇▇▇▇▇▇’▇ 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 $250,000,000; (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, and (m) unsecured Debt facilities, each with a maximum maturity of 2 years, in connection with and to support the issuance of letters of credit required under any Spectrum Auction and Purchase process; provided that, with respect to any of the matters described in paragraphs (c) to (i) 2. above inclusive) inclusive and (m) above, (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.” 11. Section 18.15 of the Original Credit Agreement is amended by adding the following at the end of Section 18.15: “If any Lender is a Non-Consenting Lender, then the Borrower may, at its sole cost and expense, upon 10 days’ notice to such Non-Consenting Lender and the Agent, on the condition that at such time, no Default exists and is continuing, require such Non-Consenting Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Article 16), all of its interests, rights and obligations under this Agreement and the other Loan Documents to an Eligible Assignee that shall assume such obligations (which Eligible Assignee may be another Lender, if a Lender accepts such Assignment), provided that: (i) the Borrower pays the Agent the assignment fee specified in Section 16.2.2(f); and (ii) the assigning Non-Consenting Lender receives payment of an amount equal to the outstanding principal of its outstanding Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder (including any breakage costs and amounts required to be paid under this Agreement as a result of prepayment of 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). A Non-Consenting Lender shall not be required to make any such assignment or delegation if, prior thereto, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

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) under the CF Cable Notes, limited to the amount outstanding thereunder at the Closing Date, or any Debt incurred on the refinancing of the CF Cable Notes by a member of the VL Group, which refinancing shall be only on an unsecured basis and for an amount not in excess of US$100,000,000; (c) that a member of the VL Group may provide financial assistance to another member of the VL Group that has provided an unlimited Guarantee and the Security to the extent that Agent on behalf of the Borrower complies Lenders; (d) under the Cash Management Agreements; (e) in connection with the provisions Acquisition of Section 12.12Consortium Câble-Axion Digitel Inc., in respect of which not more than $20,000,000 will be due; (cf) 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; (dg) in connection with Debt incurred or assumed that is secured by Permitted Charges, and within the limits applicable thereto; (eh) in connection with Back-to-Back Transactions and Tax Benefit Transactions (including by way of unsecured daylight loans); (fi) in connection with the HYD Offering; (j) that the Borrower may incur or assume unsecured Debt by way of Additional Offerings, and that a member the members 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, subject to the provisions of Section 9.3, such member has provided a Guarantee under subsection 9.1.1 or provides such a Guarantee contemporaneously with its Guarantee in relation to the Additional Offeringbasis; (g) unsecured Debt by way of Additional Offerings incurred by the Borrower before the Closing Date and listed in Schedule “H” and including, subject to Section 9.3, unsecured Guarantees by members of the VL Group in respect of obligations of the Borrower under such Debt outstanding at any time; (hk) the Borrower may borrow Subordinated Debt from Quebecor Media Inc. in a an initial principal amount outstanding from time to time of up to $500,000,000150,000,000, with interest at a rate not exceeding the greater of (y) the three month bankers’ acceptance rate quoted on ▇▇▇▇▇▇’▇ Services, page CDOR, as at approximately 10:00 a.m. on such day plus 3.0% per annum, or (z) 71.5% per annum (together with interest accrued thereon or paid in kind, the “QMI Subordinated Debt”); (il) in connection with an unsecured cash management credit facility limited to a maximum amount of $10,000,000, provided that the aggregate amount of such cash management facility and the Cash Management Facility shall never exceed $15,000,000; (m) additional unsecured Debt of up to $250,000,00050,000,000; (jn) any unsecured daylight loan in order to permit the VL Group to purchase from Spectrum Co. any licences granted as part of the Spectrum Auction and Purchase, which daylight loan will be repaid immediately following such sale by (i) Spectrum Co. using the proceeds of the sale to repurchase the preferred shares or other equity interests held in it by the VL Group, and (ii) the VL Group using such proceeds to repay the daylight loan; and (o) 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) 2. n) 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.”.

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, subject to the provisions of Section 9.3, and such member has provided a Guarantee under subsection 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 by the Borrower before the Closing Date and listed in Schedule “H” and including, subject to Section 9.3, unsecured Guarantees by members of the VL Group in respect of obligations of the Borrower under such Debt outstanding at any time”; (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 ▇▇▇▇▇▇’▇ 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 $250,000,000100,000,000; (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) 2. ) 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.”.

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) under the CF Cable Notes, limited to the amount outstanding thereunder at the Closing Date, or any Debt incurred on the refinancing of the CF Cable Notes by a member of the VL Group, which refinancing shall be only on an unsecured basis and for an amount not in excess of US$100,000,000; (c) that a member of the VL Group may provide financial assistance to another member of the VL Group that has provided an unlimited Guarantee and the Security to the extent that Agent on behalf of 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, 2009Lenders; (d) under the Cash Management Agreements; (e) in connection with the Acquisition of Consortium Câble-Axion Digitel Inc., in respect of which not more than $20,000,000 will be due; (f) in connection with the Borrower’s existing commercial paper program which will be terminated on or before December 31, 2000; (g) in connection with Debt incurred or assumed that is secured by Permitted Charges, and within the limits applicable thereto; (eh) in connection with Back-to-Back Transactions and Tax Benefit Transactions (including by way of unsecured daylight loans); (fi) in connection with the HYD Offering; (j) that the Borrower may incur or assume unsecured Debt by way of Additional Offerings, and that a member the members 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, subject to the provisions of Section 9.3, such member has provided a Guarantee under subsection 9.1.1 or provides such a Guarantee contemporaneously with its Guarantee in relation to the Additional Offeringbasis; (g) unsecured Debt by way of Additional Offerings incurred by the Borrower before the Closing Date and listed in Schedule “H” and including, subject to Section 9.3, unsecured Guarantees by members of the VL Group in respect of obligations of the Borrower under such Debt outstanding at any time; (hk) the Borrower may borrow Subordinated Debt from Quebecor Media Inc. in a an initial principal amount outstanding from time to time of up to $500,000,000150,000,000, with interest at a rate not exceeding the greater of (y) the three month bankers’ acceptance rate quoted on ▇▇▇▇▇▇’▇ Services, page CDOR, as at approximately 10:00 a.m. on such day plus 3.0% per annum, or (z) 71.5% per annum (together with interest accrued thereon or paid in kind, the “QMI Subordinated Debt”); (il) in connection with an unsecured cash management credit facility limited to a maximum amount of $10,000,000, provided that the aggregate amount of such cash management facility and the Cash Management Facility shall never exceed $15,000,000; (m) additional unsecured Debt of up to $250,000,00050,000,000; (jn) any unsecured daylight loan in order to permit the VL Group to purchase from Spectrum Co. any licences granted as part of the Spectrum Auction and Purchase, which daylight loan will be repaid immediately following such sale by (i) Spectrum Co. using the proceeds of the sale to repurchase the preferred shares or other equity interests held in it by the VL Group, and (ii) the VL Group using such proceeds to repay the daylight loan; and (o) 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) 2. n) 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.”. 24. Subsection 16.2.1 is amended to require the consent of the Issuing Lender. Consequently, the subsection now provides as follows: 16.2.1 Each Lender may, at its own cost, assign or transfer to a Person entitled to lend money in Canada or any other Person consented to by the Borrower, the Agent and the Issuing Lender, or, to the extent permitted under Section 17.15, to a Foreign Lender (the “Assignee”) in accordance with this Article 16 up to 100% of its rights, benefits and obligations hereunder (provided that its aggregate retained Commitment, if any, under the Revolving Facility is not less than $5,000,000) with the prior consent of the Borrower, which shall not be unreasonably withheld or delayed. The Borrower may not refuse to consent to an assignment or transfer on the sole grounds that the Assignee is a Foreign Lender, provided the provisions of Section 17.15 are respected. After the occurrence of a Default, any Lender may transfer all or any part of its rights, benefits and obligations hereunder to any Person, without the consent of the Borrower, but upon notice to the Agent and the Borrower and subject to the consent of the Issuing Lender.”. 25. Section 17.4 is deleted and replaced by the following:

Debt and Guarantees. Incur The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or assume Debtpermit to exist any Debt or any Guarantees, provide except: (A) Debt or Guarantees created under the Financing Documents or render itself liable in any manner whatsoever, directly the Receivables Documents; (B) Debt or indirectly, for any Indebtedness or obligation whatsoever Guarantees of another Person, except (a) hereunder for the purposes Borrower and its Subsidiaries existing on the date hereof and set forth in Section 3.1; Schedule 4(b)(i)(B) hereto; (bC) 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 to any such Subsidiary and Debt outstanding at of any time, Subsidiary to the extent that the Borrower complies with the applicable Leverage Ratio calculated on a pro forma basis andor any other Subsidiary, subject to the provisions of Section 9.3in each case, such member has provided a Guarantee under subsection 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 by the Borrower before the Closing Date and listed in Schedule “H” and including, subject to Section 9.3, unsecured Guarantees by members of the VL Group in respect of obligations of the Borrower under such Debt outstanding at any time; (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 ▇▇▇▇▇▇’▇ 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 $250,000,000; (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 purposesconsistent with past practices; (D) Guarantees (1) by the Borrower of Debt of any Subsidiary permitted under this Section 4(b)(i), (2) by the Borrower in connection with joint ventures to the extent permitted by Section 4(b)(iii) and (3) by any Subsidiary of Debt of the Borrower or any other Subsidiary permitted under this Section 4(b)(i); (E) as an account party in respect of trade letters of credit in the ordinary course of business; (F) other Debt or Guarantees in an aggregate principal amount not exceeding $10,000,000 at any time outstanding plus the amount of all Debt or Guarantees permitted under clause (B) above that has been repaid in the aggregate; provided that, that any repaid Debt that provides the basis for incurring Debt pursuant to this clause (F) may not be made the basis for incurring any Debt pursuant to clause (I); (G) Debt (including sale/leasebacks) or Guarantees arising with respect to Columbus Coatings Company ("CCC") or Chicago Cold Rollings, LLC ("CCR"); (H) Debt incurre▇ ▇▇ ▇▇▇ ordinary course of business by Hibbing Taconite Company not requiring and without the consent of the Borrower, in an aggregate outstanding principal amount not exceeding $5,000,000; (I) extensions, renewals or refinancings (including sale/leasebacks) of any of the matters described Debt or Guarantees permitted under Sections 4(b)(i)(A) - (H), but only to the extent such extended, renewed or refinanced Debt or Guarantees (a) is in paragraphs an aggregate principal amount not greater than the aggregate outstanding principal amount of the Debt or Guarantees being extended, renewed or refinanced, or in the case of sale/leasebacks, the fair market value of the property, plus, in any case, the amount of any premiums required to be paid thereon and fees and expenses associated therewith, (b) has terms, conditions and covenants, taken as a whole, substantially similar and no more restrictive than those contained in the Inventory Credit Agreement, as amended by this Amendment and Waiver, or if such Debt or any such Guarantee has a new or more restrictive financial covenant, as determined by the Administrative Agent, then the benefits thereof shall have been made available to the Lenders under the Inventory Credit Agreement and shall remain so long as the Debt or Guarantees in which such covenant was established remains outstanding, (c) has a final maturity date, or a committed term ending, after or concurrent with the final maturity date of the Debt or Guarantees being extended, renewed or refinanced and (d) at the time of and after giving effect to (i) 2. above inclusivesuch extension, (A) renewal or refinancing, no Default has occurred or Event of Default exists at the time, (B) incurring will occur 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 hereofcontinuing.”.

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 3.1hereunder; (b) under the CF Cable Notes, limited to the amount outstanding thereunder at the Closing Date, or any Debt incurred on the refinancing of the CF Cable Notes by a member of the VL Group, which refinancing shall be only on an unsecured basis and for an amount not in excess of US$100,000,000, (c) that a member of the VL Group may provide financial assistance to another member of the VL Group that has provided an unlimited Guarantee and the Security to the extent that Agent on behalf of 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, 2009Lenders; (d) under the Cash Management Agreements; (e) in connection with the Acquisition of Consortium Câble-Axion Digitel Inc., in respect of which not more than $20,000,000 will be due; (f) in connection with the Borrower's existing commercial paper program which will be terminated on or before December 31, 2000; (g) in connection with Debt incurred or assumed that is secured by Permitted Charges, and within the limits applicable thereto; (eh) in connection with Back-to-Back Transactions and Tax Benefit Transactions including by way of unsecured daylight loansTransactions; (fi) in connection with the HYD Offering and the Additional Offering; (j) that the Borrower may incur or assume unsecured Debt by way of Additional Offerings, and that a member members of the VL Group may incur or assume Debt and provide Guarantees up to an amount outstanding at any time not exceeding $2,000,000 in the aggregate, and may provide unsecured Guarantees to the noteholders under the HYD Offering and the Additional Offering or to the creditors of the refinancing of the CF Cable Notes, in each case in respect of the 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, subject to the provisions of Section 9.3, such member has provided a Guarantee under subsection 9.1.1 or provides such a Guarantee contemporaneously with its Guarantee in relation to the Additional Offeringborrower thereunder; (g) unsecured Debt by way of Additional Offerings incurred by the Borrower before the Closing Date and listed in Schedule “H” and including, subject to Section 9.3, unsecured Guarantees by members of the VL Group in respect of obligations of the Borrower under such Debt outstanding at any time; (hk) the Borrower may borrow Subordinated Debt from Quebecor Media Inc. in a an initial principal amount outstanding from time to time of up to $500,000,000150,000,000, with interest at a rate not exceeding the greater of (y) the three month bankers’ ' acceptance rate quoted on ▇▇▇▇▇▇’'▇ Services, page CDOR, as at approximately 10:00 a.m. on such day plus 3.0% per annum, or (z) 71.5% per annum (together with interest accrued thereon or paid in kind, the “"QMI Subordinated Debt”)") provided that the proceeds from the QMI Subordinated Debt are used in accordance with Section 8.2 hereof; (il) additional in connection with an unsecured Debt cash management credit facility limited to a maximum amount of up to $250,000,000; 10,000,000, provided that the aggregate amount of such cash management facility and the Cash Management Facility shall never exceed $15,000,000, and (jm) 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 proceeds from such Subordinated Debt are used 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 purposesaccordance with Section 8.2 hereof; provided that, with respect to any of the matters described in paragraphs (c) to (i) 2. l) 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.”.

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) under the CF Cable Notes, limited to the amount outstanding thereunder at the Closing Date, or any Debt incurred on the refinancing of the CF Cable Notes by a member of the VL Group, which refinancing shall be only on an unsecured basis and for an amount not in excess of US$100,000,000; (c) that a member of the VL Group may provide financial assistance to another member of the VL Group that has provided an unlimited Guarantee and the Security to the extent that Agent on behalf of 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, 2009Lenders; (d) under the Cash Management Agreements; (e) in connection with the Acquisition of Consortium Câble-Axion Digitel Inc., in respect of which not more than $20,000,000 will be due; (f) in connection with the Borrower’s existing commercial paper program which will be terminated on or before December 31, 2000; (g) in connection with Debt incurred or assumed that is secured by Permitted Charges, and within the limits applicable thereto; (eh) in connection with Back-to-Back Transactions and Tax Benefit Transactions (including by way of unsecured daylight loans); (fi) in connection with the HYD Offering; (j) that the Borrower may incur or assume unsecured Debt by way of Additional Offerings, and that a member the members 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, subject to the provisions of Section 9.3, such member has provided a Guarantee under subsection 9.1.1 or provides such a Guarantee contemporaneously with its Guarantee in relation to the Additional Offeringbasis; (g) unsecured Debt by way of Additional Offerings incurred by the Borrower before the Closing Date and listed in Schedule “H” and including, subject to Section 9.3, unsecured Guarantees by members of the VL Group in respect of obligations of the Borrower under such Debt outstanding at any time; (hk) the Borrower may borrow Subordinated Debt from Quebecor Media Inc. in a an initial principal amount outstanding from time to time of up to $500,000,000150,000,000, with interest at a rate not exceeding the greater of (y) the three month bankers’ acceptance rate quoted on ▇▇▇▇▇▇’▇ Services, page CDOR, as at approximately 10:00 a.m. on such day plus 3.0% per annum, or (z) 71.5% per annum (together with interest accrued thereon or paid in kind, the “QMI Subordinated Debt”); (il) in connection with an unsecured cash management credit facility limited to a maximum amount of $10,000,000, provided that the aggregate amount of such cash management facility and the Cash Management Facility shall never exceed $15,000,000; (m) additional unsecured Debt of up to $250,000,00050,000,000; (jn) any unsecured daylight loan in order to permit the VL Group to purchase from Spectrum Co. any licences granted as part of the Spectrum Auction and Purchase, which daylight loan will be repaid immediately following such sale by (i) Spectrum Co. using the proceeds of the sale to repurchase the preferred shares or other equity interests held in it by the VL Group, and (ii) the VL Group using such proceeds to repay the daylight loan; and (o) 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) 2. n) 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.”.

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) under the CF Cable Notes, limited to the amount outstanding thereunder at the Closing Date, or any Debt incurred on the refinancing of the CF Cable Notes by a member of the VL Group, which refinancing shall be only on an unsecured basis and for an amount not in excess of US$100,000,000; (c) that a member of the VL Group may provide financial assistance to another member of the VL Group that has provided an unlimited Guarantee and the Security to the extent that Agent on behalf of 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, 2009Lenders; (d) under the Cash Management Agreements; (e) in connection with the Acquisition of Consortium Cable-Axion Digitel Inc., in respect of which not more than $20,000,000 will be due; (f) in connection with the Borrower's existing commercial paper program which will be terminated on or before December 31, 2000; (g) in connection with Debt incurred or assumed that is secured by Permitted Charges, and within the limits applicable thereto; (eh) in connection with Back-to-Back Transactions and Tax Benefit Transactions including by way of unsecured daylight loansTransactions; (fi) in connection with the HYD Offering; (j) that the Borrower may incur or assume unsecured Debt by way of Additional Offerings, and that a member the members 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, subject to the provisions of Section 9.3, such member has provided a Guarantee under subsection 9.1.1 or provides such a Guarantee contemporaneously with its Guarantee in relation to the Additional OfferingPRO FORMA basis; (g) unsecured Debt by way of Additional Offerings incurred by the Borrower before the Closing Date and listed in Schedule “H” and including, subject to Section 9.3, unsecured Guarantees by members of the VL Group in respect of obligations of the Borrower under such Debt outstanding at any time; (hk) the Borrower may borrow Subordinated Debt from Quebecor Media Inc. in a an initial principal amount outstanding from time to time of up to $500,000,000150,000,000, 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 s▇▇▇ ▇▇▇ plus 3.0% per annum, or (z) 71.5% per annum (together with interest accrued thereon or paid in kind, the “"QMI Subordinated Debt”SUBORDINATED DEBT"); (il) additional in connection with an unsecured Debt cash management credit facility limited to a maximum amount of up to $250,000,00010,000,000, provided that the aggregate amount of such cash management facility and the Cash Management Facility shall never exceed $15,000,000; (jm) 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) 2. l) 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 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.”.

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, subject to the provisions of Section 9.3, such member has provided a Guarantee under subsection 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 by the Borrower before the Closing Date and listed in Schedule “H” and including, subject to Section 9.3, unsecured Guarantees by members of the VL Group in respect of obligations of the Borrower under such Debt outstanding at any time; (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 ▇▇▇▇▇▇’▇ 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 $250,000,000100,000,000; (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) 2. ) 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. Section 18.15 of the Credit Agreement is amended to refer to Section 9.3. Consequently, Section 18.15 now provides as follows:

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 (ai) 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; pursuant to this Credit Agreement; (eii) 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, subject to the provisions of Section 9.3, such member has provided a Guarantee under subsection 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 by the Borrower before the Closing Date and listed in identified on Schedule “H” and including, subject to Section 9.3, unsecured D; ---------- (iii) [INTENTIONALLY OMITTED] (iv) Debt consisting of Guarantees by members of the VL Group in respect Debt of obligations of the Borrower under such any Foreign Subsidiaries; (v) Funded Debt outstanding secured by Borrower's headquarters facility located at any time; (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 ▇▇▇ ▇▇▇▇▇▇’▇ Services▇▇▇▇, page CDOR▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, so long as at approximately 10:00 a.m. on the terms and conditions thereof are commercially reasonable; Agent hereby agrees to provide all necessary releases of Liens necessary to effect any such day plus 3.0% per annum, or financing; (zvi) 7% per annum (together with interest accrued thereon or paid Any other Funded Debt not described in kind, the “QMI Subordinated Debt”); clauses (i) additional unsecured through (v) above (the "Additional Permitted Debt") which, when aggregated with the Funded Debt of up to Borrower under clauses (i), (ii) and (v) above then outstanding, shall not exceed the sum of $250,000,000; 225,000,000; (jvii) Debt created in connection with other Subordinated Debt; the refinancing of any Debt permitted under clauses (ki) unsecured daylight loans incurred through (iii) and clauses ----------- ----- ------- (v) and (vi) above in connection with Tax Consolidation Transactionsan amount not greater than the amount --- ---- required to pay the Debt so refinanced, provided such Debt shall contain terms substantially equivalent to (or more favorable to the Borrower than) the terms of the Debt being refinanced; provided, that, any such Debt created to -------- ---- refinance any Debt subordinated to the Obligations (or any part thereof) shall be expressly subordinated to the Obligations and contain subordination terms and such other terms and conditions which, in each case in the opinion of the Agent, are substantially equivalent (or more favorable to the Agent and the Lenders) to those contained in the Debt being refinanced. Any Debt originally permitted under clause (vi) above which is subsequently refinanced as permitted by this clause (vii) will constitute usage of the dollar amount limitations provided in such clause and, will, but only to the extent and in the amounts outstanding, reduce the amounts otherwise permitted thereunder; and (viii) To the extent that prior any Subsidiary shall become a Borrower pursuant to incurring the daylight loan made at the initiation Section 7.18(ii) hereof, Debt 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) 2. 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 hereofother Borrower.”.