Quebecor (QBCRF) 20-F 2015 FY Annual report (foreign)

Exhibit 4.4

SECOND AMENDING AGREEMENTto the Amended and Restated Credit Agreement dated as of July 20, 2011, as amended by the First Amending Agreement dated as of June 14, 2013, entered into in the City of Montreal, Province of Quebec, as of January 28, 2015.

AMONG:	VIDÉOTRON LTÉE, a company constituted in accordance with the laws of Quebec, having its registered office at 612 St. Jacques Street, 18th floor, in the City of Montreal, Province of Quebec (hereinafter called the “Borrower”)
AND:	THE LENDERS, AS DEFINED IN THE CREDIT AGREEMENT (the “Lenders”)
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”)
AND:	HSBC BANK PLC, AS FINNVERA FACILITY AGENT, a bank governed by the laws of England and Wales, having a place of business at 8 Canada Square, Canary Wharf, London, UK, E14 5HQ (hereinafter called the “Finnvera Facility Agent”)

WHEREAS the parties hereto are parties to an Amended and Restated Credit Agreement dated as of July 20, 2011, as amended by the First Amending Agreement dated as of June 14, 2013 (the “Credit Agreement”);

WHEREAS the Borrower has requested an amendment to the Credit Agreement to increase the permitted unsecured Debt basket of Section 13.7(i) from $100,000,000 to $250,000,000;

WHEREAS the requisite majority of Lenders has agreed with the Borrower to the amendments contemplated hereby, and as such, the Lenders have complied with the provisions of Section 18.14 and 18.15 of the Credit Agreement, as evidenced by the signature of the Agent on this Agreement;

NOW THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:

I. INTERPRETATION

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

II. AMENDMENTS

1. Section 13.7 of the Credit Agreement is amended by replacing the number “$100,000,000” in clause (i) with the number “$250,000,000”. Consequently, Section 13.7 now provides as follows:

“13.7 Debt and Guarantees

Incur or assume Debt, provide Guarantees or render itself liable in any manner whatsoever, directly or indirectly, for any Indebtedness or obligation whatsoever of another Person, except (a) hereunder for the purposes set forth in Section 3.1; (b) that a member of the VL Group may provide financial assistance to another member of the VL Group to the extent that the Borrower complies with the provisions of Section 12.12; (c) unsecured Debt not exceeding $75,000,000 under the Tranche B Finnvera credit agreement entered into among the Borrower, HSBC Bank plc, The Toronto-Dominion Bank, Credit Suisse and Sumitomo Banking Corporation of Canada dated as of November 13, 2009; (d) in connection with Debt incurred or assumed that is secured by Permitted Charges, and within the limits applicable thereto; (e) in connection with Back-to-Back Transactions and Tax Benefit Transactions including by way of unsecured daylight loans; (f) that the Borrower may incur or assume unsecured Debt by way of Additional Offerings, and that a member of the VL Group may provide unsecured Guarantees in respect of obligations of the Borrower under any such Debt outstanding at any time, to the extent that the Borrower complies with the applicable Leverage Ratio calculated on apro 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 Reuter’s Services, page CDOR, as at approximately 10:00 a.m. on such day plus 3.0% per annum, or (z) 7% per annum (together with interest accrued thereon or paid in kind, the “QMI Subordinated Debt”); (i) additional unsecured Debt of up to $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 apro formabasis, 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.”.

III. EFFECTIVE DATE AND CONDITIONS

1. This Second Amending Agreement shall become effective as of January 28, 2015 (the “Effective Date”), subject to the fulfilment of all conditions precedent set out herein.

2. On the Effective Date, the Credit Agreement shall be modified by the foregoing amendment. The parties hereto agree that the changes to the Credit Agreement set out herein and the execution hereof shall not constitute novation and all the Security shall continue to apply to the Credit Agreement, as amended hereby, and all other obligations secured thereby. Without limiting the generality of the foregoing and to the extent necessary, (i) the Lenders and the Agent reserve all of their rights under each of the Security Documents, and (ii) each of the Borrower and the Guarantors obligates itself again in respect of all present and future obligations under,inter alia, the Credit Agreement, as amended hereby.

3. The Borrower shall pay all fees and costs, including all legal fees associated with this Agreement incurred by the Agent as contemplated and restricted by the provisions of Section 12.14 of the Credit Agreement.

4. All of the representations and warranties of the Borrower contained in Article 11 of the Credit Agreement (except where qualified in Article 11 as being made as at a particular date) are true and correct on and as of the Effective Date as though made on and as of the Effective Date.

IV. MISCELLANEOUS

1. All of the provisions of the Credit Agreement that are not amended hereby shall remain in full force and effect.

2. This Agreement shall be governed by and construed in accordance with the Laws of the Province of Quebec.

3. The parties acknowledge that they have required that the present agreement, as well as all documents, notices and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto be drawn up in English. Les parties reconnaissent avoir exigé la rédaction en anglais de la présente convention ainsi que de tous documents exécutés, avis donnés et procédures judiciaires intentées, directement ou indirectement, relativement ou à la suite de la présente convention.

3.

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

4.

VIDÉOTRON LTÉE
Per:	/s/ Hugues Simard
Per:	/s/ Chloé Poirier

ROYAL BANK OF CANADA, as Agent
Per:	/s/ Rodica Dutka
	Rodica Dutka
	Manager, Agency
Per:
THE REVOLVING FACILITY LENDERS:
ROYAL BANK OF CANADA, as Lender		NATIONAL BANK OF CANADA
Per:	/s/ Pierre Bouffard	Per:	/s/ Luc Bernier
	Pierre Bouffard		Luc Bernier
	Authorized Signatory		Directeur – Director
Per:		Per:	/s/ François Montigny
			François Montigny
			Managing Director
THE TORONTO-DOMINION BANK		BANK OF MONTREAL
Per:	/s/(signature)	Per:	/s/ Sean P. Gallaway
			Sean P. Gallaway
			Vice President
Per:	/s/(signature)	Per:
BANK OF AMERICA, N.A., Canada Branch		CANADIAN IMPERIAL BANK OF COMMERCE
Per:	/s/ Medina Sales de Andrade	Per:	/s/ Philippe Boivin
	Medina Sales de Andrade		Philippe Boivin
	Vice President		Director
Per:		Per:	/s/ Anissa Rabia-Zeribi
			Anissa Rabia-Zeribi
			Executive Director

THE BANK OF NOVA SCOTIA		CITIBANK, N.A., Canadian Branch
Per:	/s/ Rob King	Per:	/s/ Isabelle Côté
	Rob King	Name:	Isabelle Côté
	Managing Director	Title:	Authorized Signatory
Per:	/s/ Sean Flinn	Per:
	Sean Flinn
	Associate
CAISSE CENTRALE DESJARDINS		LAURENTIAN BANK OF CANADA
Per:	/s/(signature)	Per:	/s/ Guylaine Couture
			Guylaine Couture
			Vice-présidente adjointe
			Assistant Vice President
Per:	/s/(signature)	Per:	/s/ Sophie Boucher
			Sophie Boucher
			Vice President
HSBC BANK CANADA		GOLDMAN SACHS LENDING PARTNERS LLC
Per:	/s/(signature)	Per:	/s/ Michelle Latzoni
			Michelle Latzoni
			Authorized Signatory
Per:	/s/ Giancarlo Zito	Per:
	Giancarlo Zito #58245
	Associate, Global Banking
	HSBC Bank Canada
MIZUHO BANK, LTD.		BANK OF TOKYO – MITSUBISHI UFJ (CANADA)
Per:	/s/ W.M. McFarland	Per:	/s/(signature)
	W.M. McFarland
	Senior Vice President Canada Branch
Per:		Per:

ICICI BANK CANADA		SUMITOMO MITSUI BANKING CORPORATION OF CANADA
Per:	/s/ Sandeep Goel	Per:	/s/ E.R. Langley
	Sandeep Goel		E.R. Langley
	Senior Vice President &		Senior Vice President
	Chief Risk Officer
	ICICI Bank Canada
Per:	/s/ Lester Fernandes	Per:
	Lester Fernandes
	Assistant Vice President
	Corporate Banking
	ICICI Bank Canada

HSBC BANK PLC, as Finnvera Facility Agent
Per:	/s/ Jeremy Causton
	Jeremy Causton
	Authorised Signatory
Per:
THE FINNVERA TERM FACILITY LENDERS:
HSBC BANK PLC		THE TORONTO-DOMINION BANK
Per:	/s/ Mark Looi	Per:	/s/(signature)
	Mark Looi
	Director
	38368A
Per:		Per:	/s/(signature)
SUMITOMO MITSUI BANKING CORPORATION OF CANADA
Per:	/s/ E.R. Langley
	E.R. Langley
	Senior Vice President
Per:

The undersigned acknowledge having taken cognizance of the provisions of the foregoing Second Amending Agreement and agree that the Guarantees and Security executed by them (A) remain enforceable against them in accordance with their terms, and (B) continue to guarantee or secure, as applicable, all of the obligations of the Persons specified in such Guarantees and Security Documents in connection with the Credit Agreement as defined above, and as amended hereby:

9293-6707 QUÉBEC INC.		9227-2590 QUÉBEC INC.
Per:	/s/ Hugues Simard	Per:	/s/ Hugues Simard
Per:	/s/ Chloé Poirier	Per:	/s/ Chloé Poirier
9230-7677 QUÉBEC INC.		8487782 CANADA INC.
Per:	/s/ Hugues Simard	Per:	/s/ Hugues Simard
Per:	/s/ Chloé Poirier	Per:	/s/ Chloé Poirier
VIDEOTRON L.P., represented by		VIDEOTRON G.P.
its general partner 9230-7677 QUÉBEC INC.
Per:	/s/ Hugues Simard	Per:	/s/ Hugues Simard
Per:	/s/ Chloé Poirier	Per:	/s/ Chloé Poirier
VIDÉOTRON INFRASTRUCTURES INC.
Per:	/s/ Hugues Simard
Per:	/s/ Chloé Poirier